per January, 2018
Please note: This English translation is only provided for informational purposes. We tried to reflect our German business terms as accurately as possible, but only the German version shall be legally binding.
1. GENERAL
1.1. These general terms of sale only apply to enterprises in terms of § 14 of the German Civil Code (“BGB”), legal entities under public law, and special fund assets regulated under the public law.
1. 2. These general terms of sale apply exclusively; we hereby reject any purchaser’s terms and conditions, which conflict with or differ from our terms of sale, unless we have expressly agreed to accept them in writing. Our terms of sale shall apply, even if we have knowledge that the purchaser’s terms and conditions conflict with or differ from our terms of sale, and we nevertheless carry out the delivery to the purchaser without any reservation.
2. ORDERS, CONTRACT CONCLUSION, ELECTRONIC BUSINESS TRANSACTIONS
2.1. All information (f.ex. advertisement, product descriptions and prices) on our website, in brochures and other means of promotion regarding the goods we offer are not binding and without engagement.
2.2. Incoming orders represent an offer to us for the conclusion of the contract (§ 145 German Civil Code), which we can accept within two weeks through order confirmation or execution of the order.
2.3. For orders in the electronic business, placing an article in the shopping cart is not considered a binding order. The purchaser is able to correct the content of the shopping cart until the order is sent.
2.4. We shall not be obligated to immediately confirm an incoming order.
3. PRICES, TERMS OF PAYMENT
3.1. Unless stipulated otherwise in the order confirmation, our prices do not include shipping and handling; shipping and handling costs will be charged separately.
3.2. All prices are exclusive of VAT. Taxes go with the purchased goods, that means, if the goods remain in Germany, they are liable to tax., even if the accounting office is based in a foreign country. All required legal taxes will be shown separately in the invoice.
3.3. Deduction of cash discounts requires a formal agreement.
3.4. Our invoices are payable due net immediately on receipt (advance payment). Different payment methods require a special agreement.
3.5. We are not obligated to accept checks. Acceptance shall only be given on account of payment. All expenses shall be credited to the purchaser.
3.6. The purchaser is only entitled to set-off rights if his counterclaims are declared legally binding, are beyond controversy or are recognized by us. Furthermore, he is only entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.
3.7. We reserve the right to change our prices reasonably if there is an increase or reduction in costs after a contract was concluded, especially if the material prices have changed. We will prove it if this is requested by the purchaser.
4. TERMS OF DELIVERY, TIME OF DELIVERY
4.1. We reserve the right to deliver goods, equal in quality and price, in case of unavailability of the ordered goods specified in the contract. If a delivery of goods, equal in quality and price, is not possible, then we shall be entitled to withdraw from the contract. This only applies, if we are not responsible for the unavailability of the promised goods, and if we did not guarantee the delivery to the purchaser. We commit ourselves to inform the purchaser immediately if the ordered goods are not available, and to immediately return all contributions that we already received from the purchaser, in case of withdrawal from the contract.
4.2. Partial deliveries are acceptable and we can charge them separately, if the purchaser is not charged with additional expenses for shipping and handling.
4.3. Delivery times, which were not expressly agreed upon as binding, are non-binding statements. Commencement of a binding delivery time requires that all technical questions have been settled. Adherence to the time limit further demands that the purchaser has performed his obligations in proper form and on time. We shall retain the right to object to an unfulfilled contract.
4.4. In the event that the purchaser is in default of acceptance or culpably violates any other obligation to co-operate, then we shall be entitled to demand compensation for any damages arising insofar, including possible additional expenditures, without prejudice. We reserve the right to further claims.
4.5. Provided that the conditions of paragraph 4 are existent, the risk of accidental loss or incidental deterioration of the purchased goods shall be passed to the purchaser, from the time the default of acceptance or debtor’s delay has gone into effect.
4.6. We shall become legally liable, if the underlying sales contract is a firm deal, in terms of § 286 section 2 No. 4 German Civil Code (BGB) or § 376 German Commercial Code (HGB). We shall also become legally liable, in case the purchaser is authorized to claim a discontinuance of interest in the further execution of the contract, as a result of a default in delivery that we are entirely responsible for.
4.7. We shall further become legally liable, if the delay in delivery is based on deliberate or grossly negligent violation of contract that we are responsible for; default of our representatives or vicarious agents shall be attributed to us. Provided that the delay in delivery is not based upon a deliberate violation of contract committed by us, our liability for compensation is limited to the predictable, thus typically occurring damage.
4.8. We shall also be legally liable, if the delay in delivery is based upon the culpable violation of a fundamental contractual obligation that we are responsible for; but in this contract, the liability for compensation is limited to the predictable, thus typically occurring damage.
4.9. In case of delay in delivery, we shall incidentally be liable for every completed week of delay, and we shall pay, as indemnity, a lump-sum of 2 % of the delivery value, however, not more than 10 % of the delivery value.
4.10. Additional legal claims and legal rights of the purchaser remain reserved.
5. PASSING OF RISK
5.1. Unless stipulated otherwise in the order confirmation, it is agreed upon delivery ex official location of our company.
5.2. Transport packaging and other packaging material in accordance with the German packaging regulations will not be taken back; except for pallets. The purchaser is obligated to care for a proper disposal of the packaging material at his own expense.
5.3. On request of the purchaser, we will cover the delivery of the purchased goods with a transport insurance; the costs incurred insofar will be paid by the purchaser.
6. LIABILITY FOR DEFECTS
6.1. The purchaser’s claims for any defects require a proper fulfillment of the purchaser’s legal obligations, according to § 377 German Commercial Code (HGB), regarding inspection and punctual notification about defects.
6.2. For defects of the purchased item that are based on electronic data provided by the purchaser or caused by such data, as well as claims resulting herefrom, we are – subject to paragraphs 5 to 7 – not liable. We reserve the right for claims on our part against the purchaser.
6.3. If an apparent defect of the purchased item exists, then we shall be entitled to supplementary performance in form of removal of any defects or delivery of a new item without defects. In case of removal of the defects, we shall be obligated to pay all expenses necessary for this purpose, especially costs for transport, travel, labour and material, as long as these costs are not increased due to the item being delivered to a different place, other than the place of fulfillment.
6.4. In case of failure of supplementary performance, the purchaser shall be entitled to choose between withdrawal or price-reduction.
6.5. We shall be legally liable, if the purchaser asserts a claim for damages, based on intention or gross negligence, also committed by our representatives or vicarious agents. If we can not be charged with an intentional violation of contract, the liability of compensation is limited to the predictable, thus typically occurring damage.
6.6. We shall be legally liable, if we culpably violate a fundamental contractual obligation; however, in this case, the liability of compensation shall be limited to the predictable, thus typically occurring damage.
6.7. Liability for culpable injury of life, body or health shall remain untouched; this shall also be effective for the mandatory liability according to the Product Liability Act.
6.8. Unless not regulated differently above, liability shall be excluded.
6.9. The period of limitation for any warranty claims shall be 12 months, starting with the passing of the risk. The period of limitation in case of a delivery regress, according to §§ 478, 479 of the German Civil Code (BGB), shall remain untouched.
7. DAMAGE COMPENSATION
7.1. Any further liability for damage compensation, as stated in section 6, shall be excluded – regardless of the legal nature of the asserted claim. This shall be effective in particular for damage claims based on default at the conclusion of the contract, based on other violation of duties, or tortuous claims for compensation of damage to property, according to § 823 German Civil Code (BGB).
7.2. The limitation according to paragraph 1 shall also be effective, if the purchaser demands useless expenses as compensation, instead of the performance of damage compensation.
7.3. As far as there is a limitation or exclusion of liability regarding damage compensation through us, the same shall also be effective for the personal liability regarding damage compensation of our employees, workers, members of staff, representatives, assistants and vicarious agents.
8. RETENTION OF TITLE
8.1. We reserve the right to keep the ownership of the purchased item until we received all payments resulting from the business connection with the purchaser. If the purchaser acts contrary to the contract, especially for delayed payment, we shall be entitled to retract the purchased item. A retraction of the purchased item represents the cancellation of the contract. After retraction of the delivered item, we are authorised to sell this retracted item, the proceeds of the sale shall be credited to the dept of the purchaser – minus adequate transaction expenses.
8.2. The purchaser shall be obligated to handle the purchased item with care. As far as maintenance work or inspection work are required, then the purchaser shall have to take care of it on time and at his own expenses.
8.3. In case of distraint or other interferences through a third party, the purchaser shall be obligated to inform us immediately in writing.
8.4. The purchaser shall be entitled to resell the purchased item in the regular course of business; however, the purchaser hereby agrees to already assign all demands to us in the amount stated in the final invoice (including value added tax) of our requested demand, that the purchaser shall be entitled to collect from its customers by reselling the purchased item. Even after the assignment, the purchaser shall remain entitled to collect all demands. Our authorization to collect all demands ourselves, shall remain untouched hereof. However, we shall commit ourselves not to collect any demands, as long as the purchaser fulfills his payment obligations with the proceeds of the sale, if there is no delay in payment and especially, if there is no petition filed in order to start insolvency proceedings. But if this is the case, then we shall be entitled to demand, that the purchaser informs us about the assigned book account and its debtor, gives us all necessary information in order to collect the demand, delivers all corresponding documents and informs the debtor of the assignation.
8.5. On request of the purchaser, we commit ourselves to release all securities we are entitled to insofar, if the marketable value of our securities exceeds the demands to be secured by more than 10 %; however, we shall be obligated to select the securities that are to be released.
9. JURISDICTION, PLACE OF FULFILLLMENT
9.1. Provided that the purchaser is a merchant, a legal person under public law or special fund assets regulated under the public law, then the place of jurisdiction shall be our official company location; this shall also apply, if the purchaser does not have a place of general jurisdiction in the Federal Republic of Germany. However, we shall be entitled to start proceedings against the purchaser at the court of the purchaser’s business location or residence.
9.2. Only the law of the Federal Republic of Germany shall be effective; United Nations Convention on Contracts for the International Sale of Goods – CISG – shall not be effective at any time.
9.3. The place of fulfillment shall be our official company location.