§ 1 Offer and conclusion of contract
- All offers and orders shall be governed exclusively by the following contractual conditions. The contractor’s offers are subject to change. The orders placed become binding only by the written confirmation of the contractor.
- Additions, amendments or ancillary agreements require written confirmation by the contractor in order to be effective.
- For cost estimates, drawings and other documents, the contractor reserves the right of ownership. They must not be made available to third parties.
§ 2 Scope of the delivery obligation
- For the scope of the delivery, the written order confirmation by the contractor is decisive.
- Dimensions, weights, illustrations and drawings as well as other documents belonging to the offers are only approximate, unless expressly designated as binding.
§ 3 Price and payment
- The prices are valid from the contractor’s warehouse. Vat will be charged additionally
- Unless otherwise agreed, payment of the purchase price must be made in cash at the latest within 8 days after the invoice date without discount deduction. Bills of exchange will only be accepted after special agreement for the sake of payment and subject to discountability. The value is set on the day on which the equivalent value is available. Discount charges. Stamp duty and drawing fees are due immediately, unless otherwise agreed.
- In the event of non-compliance with the terms of payment or if the contractor becomes aware after conclusion of the contract that the payment claim is endangered by the client’s lack of performance, the contractor is entitled to carry out outstanding deliveries and services only against advance payment or security payments.
- The retention of payments or offsetting with claims of the client, which are disputed by the contractor, is excluded.
§ 4 Delivery time
- The delivery period is observed if, by the end of the delivery period, the delivery item has left the supplier’s warehouse or the manufacturer’s factory or the willingness to dispatch has been communicated to the client.
- In the event of industrial disputes and the occurrence of unforeseen obstacles beyond the contractor’s control, or in the event of obstacles responsible for the manufacturer’s plant, the delivery period shall be extended appropriately. This also applies if the obstacles have arisen during an already existing delay.
- If the client suffers damage due to a delay caused by the contractor, in particular in the case of a fixed delivery date agreed with the contractor, the client is entitled to claim compensation. In the case of slight negligence, it amounts to 1/2% for each full week of the deadline being exceeded, but in the case of slight negligence, a maximum of 5% of the partial or compensation claims due to culpable delay are excluded.
- If the dispatch is delayed as a result of circumstances for which the contracting entity is liable, it shall be charged 1/2 % of the invoice amount per month from the day of notification of the willingness to dispatch, as a result of circumstances for which the contraaor is liable, from the 14th day from the date of notification of the readiness for dispatch. The contractor is entitled, after granting a fearless grace period, to dispose of the delivery item elsewhere and to supply the client with a reasonable extension of the deadline.
- Compliance with the delivery period presupposes the fulfilment of the client’s obligation under the purchase contract.
§ 5 Transfer of risk and receipt of the delivery item
- With the delivery item to the forwarder, carrier or pick-up, or in the case of transport with means of transport of the contractor, but at the latest with the departure of the warehouse of the contractor or the manufacturer’s factory, the risk passes to the client. At the request of the client, the load is insured by the contractor against breakage, transport, fire and water damage at the expense.
- If the dispatch is delayed as a result of circumstances for which the contractor is not for which the contractor is for a composor, the risk shall be transferred to the client from the day of readiness for dispatch. At the request of the client, the contractor is obliged to insure the delivery item against damage. The costs shall be borne by the client.
- Delivered objects, even if they have insignificant defects, are to be received by the client without prejudice to the rights under §7.
- Partial deliveries are permitted.
§ 6 Retention of title
- The contractor reserves the ownership of all delivery items until full payment of all claims due to him from the business relationship with the client. In the case of ongoing invoice, the entire reserved goods serve to secure the balance claim. If the value of the securities existing for the contraaor exceeds the claims on the client which have not yet been paid by more than 50 % of the reserved goods, the contractor shall, at the request of the client, be obliged to release securities of his choice in this respect. The evaluation is carried out at the invoice value of the contractor. If the value of the reserved goods is lower, then the current value is decisive.
- The client may neither pledge the delivery item nor transfer it for security. In the event of attachment as well as confiscation or other disposal by third parties, he must immediately notify the contractor thereof.
- In the event of breach of contract by the client, in particular in the event of late payment, the contractor is entitled to take back after reminder and the client is obliged to surrender. The assertion of the retention of title and the attachment of the delivery item by the contractor shall not be deemed to be a withdrawal from the contract
- The contractor is entitled to insure the delivery item against fire, water and other damage at the expense of the client, unless the client himself has demonstrably taken out the insurance.
- All claims of the buyer from a possible resale of the reserved goods are assigned to the seller. If the reserved goods are sold by the buyer together with the stranger, not goods belonging to the seller, the purchase price claim is only in the amount of the value of the reserved goods as assigned. Any resale as well as any attachments by third parties must be reported to the seller immediately.
§ 7 Liability for defects of delivery
- All those parts are to be repaired or delivered again free of charge at the discretion of the contractor, which have a material defect within 12 months of delivery as a result of a circumstance prior to the transfer of risk. The detection of such defects must be reported to the contractor immediately in writing. Claims for material defects – regardless of the legal grounds – expire in 12 months. This does not apply if there are defects in a building or things for a building and these have caused the material defect. Deviating from sentence 1, the statutory deadlines also apply to claims under the Product Liability Act as well as to intentional or fraudulent conduct. Replaced parts become the property of the contractor.
- No liability is assumed for damage resulting from natural wear and tear
- No liability is given for damages that have arisen for the following reasons:
- Inappropriate or improper use
- Incorrect assembly or commissioning by the client or third parties
- In case of incorrect or negligent treatment of the delivery item, in particular with regard to the available operating instructions
- In case of excessive stress and
- When using unsuitable equipment and replacement materials.
- In order to make all repairs and replacement deliveries which appear necessary to the contractor at its reasonable discretion, the client shall, after agreement with the contraaor, give the necessary time and opportunity; otherwise, the contractor is exempt from liability for defects. Only in urgent cases of risk to operational safety, of which the contractor must be notified immediately, or if the contractor is in default with the removal of the defect, the client has the right to have the defect eliminated himself or by third parties and to demand appropriate compensation from the contractor for his costs.
- Of the direct costs arising from the repair or replacement delivery, the contractor shall bear the costs of the replacement, including shipping, as well as the reasonable costs for the removal and installation, provided that the complaint is to be regarded as justified. Otherwise, the contracting authority shall bear the costs.
- By, for example, on the part of the client or third parties improperly, without the prior authorization of the contractor, made change or repair workers, the liability for the resulting consequences is waived.
- Further claims of the client, in particular a claim for compensation for damages that have not arisen to the delivery item itself, exist only
- in case of gross fault
- in case of injury to life, body or health
- in the event of culpable breach of essential contractual obligations. Insofar as the achievement of the purpose of the contract is endangered, with regard to the typical, foreseeable damage in cases in which, according to the Product Liability Act, personal injury or damage to property on privately used objects is liable in the event of errors in the delivery object in the absence of properties that are expressly guaranteed if the assurance has just been intended, the client against damages that have not arisen on the delivery item itself Secure. In the case of defects that have been fraudulently concealed or whose absence the contractor has guaranteed. Otherwise, liability is excluded.
- Used delivery items are sold to the exclusion of any material defect liability.
- Unless otherwise agreed, the contractor will provide his deliveries in Germany free of property rights and copyrights of third parties. Should there nevertheless be a corresponding infringement of intellectual property rights, he will either procure a corresponding right of use from the third party or modify the delivery item to such an extent that a property rights infringement no longer exists. Insofar as this is not possible for the contractor on reasonable and reasonable terms, both the client and the contractor are entitled to withdraw from the contract.
- In addition, in the event of legal defects, the provisions of this § 7 shall apply accordingly, whereby claims of the client only exist if the client informs the contractor immediately in writing of any claims asserted by third parties, does not recognize an alleged act of infringement either directly or indirectly, the contractor retains all defence possibilities without restriction, the infringement is not based on the fact that the client has the he object has changed or used in a non-contractual manner or the legal defect is due to an instruction of the client.
§ 8 Rights of the client to withdrawal or reduction as well as other liability of the contractor
- The client may withdraw from the contract if the entire performance of the transfer of risk becomes definitively impossible for the contractor. The same applies in case of inability of the contractor. The client may also withdraw from the contract if, when ordering similar goods, the execution of a part of the delivery becomes impossible in terms of number and he has a legitimate interest in the reference of a partial delivery. If this is not the case, the client may reduce the consideration accordingly.
- If there is a delay in performance within the meaning of § 4 of the sales and delivery conditions and the client grants the contractor in default a reasonable grace period and the grace period is not observed, the client is entitled to withdraw.
- If the impossibility occurs during the delay in acceptance or through the fault of the client, the latter remains obliged to pay in return.
- The client also has a right of withdrawal if the contractor allows a reasonable grace period for the rectification or improvement of a defect for which he is responsible within the meaning of the delivery conditions to elapse fruitlessly through his fault. The client’s right of withdrawal also exists in other cases of failure of repair or replacement delivery by the contractor.
- Further claims for compensation for damages of any kind, including damage that has not occurred to the delivery item, exist only
- in case of gross fault
- in case of injury to life, body or health
- in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is endangered, with regard to the foreseeable damage typical of the contract
- in cases in which, according to the Product Liability Act, errors in the delivery item, personal injury or damage to property on privately used objects are liable
- in the absence of properties that are expressly guaranteed if the assurance has just intended to protect the client against damage that has not occurred to the delivery item itself.
- In the case of defects that have been fraudulently concealed or whose absence the contractor has guaranteed. For the rest, further claims, in particular for termination, reduction or damages, are excluded.
§ 9 Liability for ancillary obligations
- If, through the fault of the contractor, the delivered object cannot be used by the client in accordance with the contract as a result of failure or incorrect execution of proposals and consultations before or after the conclusion of the contract as well as other contractual ancillary obligations – in particular instructions for operation and maintenance of the delivery item – the provisions of §§ 7 and 8 shall apply to the exclusion of further claims of the client.
§ 10 Place of jurisdiction
- The place of performance for payments and the exclusive place of jurisdiction – also for actions in the deed and exchange process – is, if the client is an entrepreneur, a legal entity under public law or a special fund under public law, for both parts and for all current and future claims arising from the business relationship, the headquarters of the contractor or – at his choice – the registered office of the branch that concluded the contract.