General Terms and Conditions
Stand: 29. September 2009
§1 Scope of application
- All delivery transactions, agreements and offers in commercial transactions are based exclusively on the
following conditions in their currently valid version, even if we no longer expressly refer to them in
the future. By placing an order or accepting the delivery, the contractual partner declares his consent
to their validity. - Any changes or additions to these terms and conditions must be agreed upon in writing.
- The conditions also apply in particular if the contractual partner has communicated his own general
terms and conditions that deviate from these conditions or has submitted them in writing. These do not
become part of the contract without our express consent from the seller or persons acting on his behalf.
- Verbal agreements shall always be confirmed by us in writing.
- We reserve the property rights and copyrights to data, illustrations, drawings,
calculations and other documents provided by us. The corresponding data or
documents may not be made accessible to third parties or reproduced without the
express consent of the seller. - If the order confirmation deviates from the verbal order, the content shall be
deemed to be contractually agreed if it is not objected to in writing within
eight days of dispatch.
- The prices are net prices and are subject to the applicable value added tax. The
price calculation is made in EURO (€). - We shall be bound by the prices stated in our offers and price lists for 30 days
from their publication. - Circumstances which occur four months after conclusion of the contract and which
substantially influence the basis of calculation in an unforeseeable manner and
which are beyond the Seller’s control shall entitle us to adjust the agreed
price in an amount exclusively reflecting these circumstances. This applies in
particular to changes in the law, official measures, etc. The price adjusted in
this way shall be based on the same basis of calculation as the originally
agreed price and shall not serve to increase profit. - Invoice amounts are generally due 14 days after the invoice date.
- In the event of payment after the date specified in paragraph 4, interest on
arrears shall be charged at an annual rate of 8 percentage points above the
prime rate (§§ 288, 247 BGB). We reserve the right to claim further damage
caused by default. - Checks are only accepted on account of performance, bills of exchange are also
only accepted on account of performance and only on the basis of an individual
agreement. - The contracting party may assert rights of set-off and retention only in respect
of undisputed, acknowledged or legally established claims. - The contracting party shall only be entitled to exercise its right of retention
if its counterclaim arises from the same contractual relationship.
- The agreed delivery period shall be deemed to have been complied with if the
ordered goods have left the warehouse or, in the case of shipment ex works, the
manufacturer’s works, or notification of readiness for shipment has been given
by the expiry of the delivery period. - If, however, the contractual partner still has to perform actions or create
conditions without which our deliveries and services cannot be provided, the
delivery period shall be postponed or extended by the corresponding period. - If we are prevented from fulfilling our obligations due to circumstances of
force majeure that were not foreseeable at the time of the conclusion of the
contract, such as labor disputes, strikes, lockouts, unforeseeable operational
disruptions or unavoidable delivery difficulties as well as similar
circumstances for which we are not responsible, we shall be released from our
obligation to perform for the duration of this disruption. Agreed delivery
periods shall be extended by the duration of the disruption. Claims for damages
by the contractual partner are excluded for circumstances of the aforementioned
kind. However, the contractual obligations of the contractual partner shall also
be suspended for the duration of the disruption. We shall notify the contractual
partner immediately of the beginning and end of circumstances of force majeure
within the meaning of this provision and provide evidence that we are not at
fault for this no later than two months after the end of the disruption. - If delivery is delayed due to a circumstance for which the contractual partner
is responsible, the contractual partner shall be obliged to reimburse us for all
additional expenses incurred as a result.
- The contractual partner shall bear the price risk as soon as the goods have been
handed over to him or to the person designated with the shipment. In the case of
a purchase on trial, the transfer of risk shall only occur upon approval. The
costs of inspection, storage and return shall be borne by the contractual
partner. - Partial deliveries are permissible unless they are unreasonable for the
contractual partner in the individual case.
- We retain title to the delivery item until receipt of all payments arising from
the business relationship with the contractual partner. The retention of title
shall also extend to the recognized balance insofar as we book claims against
the contractual partner to current account (current account retention). - We shall be entitled to take back the delivery item if the contractual partner
acts in breach of contract, in particular in the event of default in payment;
the contractual partner shall be obliged to surrender the delivery item. The
taking back of the delivery item by us shall not constitute a withdrawal from
the contract, unless the provisions of the German Civil Code for consumer
credits apply, unless we have expressly declared this in writing. The seizure of
the delivery item shall always constitute a withdrawal from the contract. In the
event of seizure or other interventions by third parties, the contractual
partner must notify us immediately in writing so that the third party can bring
an action in accordance with § 771 of the German Code of Civil Procedure (ZPO).
Insofar as the third party is not in a position to reimburse us for the court
and out-of-court costs of an action pursuant to § 771 ZPO, the contractual
partner shall be liable to the seller for the resulting loss. - The contracting party shall be entitled to resell the delivery item in the
ordinary course of business; it already assigns to us all claims in the amount
of the final invoice amount (including value added tax) accruing to it from the
resale against its customers or third parties, irrespective of whether the
delivery item has been resold without or after agreement. The contractual
partner shall be authorized to collect this claim even after its assignment. We
shall be authorized to collect the claim ourselves; however, we undertake not to
collect the claim as long as the contracting party duly meets its payment
obligations and is not in default of payment. In this case, we may demand that
the contractual partner discloses the assigned claims and their debtors,
provides all information required for collection, hands over the associated
documents and informs the debtors (third parties) of the assignment. - If the delivery item is inseparably combined or mixed with other items not
belonging to us, we shall acquire co-ownership of the new item in the ratio of
the value of the delivery item to the other combined or mixed items at the time
of combination or mixing. If the combination or mixing is carried out in such a
way that the contractual partner’s item is to be regarded as the main item, it
shall be deemed agreed that the contractual partner shall transfer co-ownership
to us on a pro rata basis. The contractual partner shall keep the sole ownership
or co-ownership for us. The contractual partner also assigns to us the claim to
secure the seller’s claim against him, which accrues to him against a third
party through the connection of the delivery item with a property. - The customer is entitled to release of the reserved property if the securities
exceed 110% of the realizable value. The claim for release shall further exist
if the estimated value of the goods assigned as security exceeds 150% of the
claims to be secured.
- The contractual partner is obliged to inspect the goods immediately after
delivery. The notification of defects that are reported later than 30 calendar
days after delivery of the goods is excluded. Hidden defects must be notified by
registered letter immediately after their discovery, but no later than within
three working days after discovery. Notification of a defect shall be addressed
exclusively to us. - If we make the contractually acquired services available to the contractual
partner for a certain period of time on a trial basis, the contractual partner
must make a binding declaration within the agreed period as to whether he
approves the delivery. If he does not declare himself by the end of the agreed
period, his silence shall be deemed to be approval if the performance had
already been handed over to him. If the parties have not agreed on a trial
period, this shall be set at 30 days from handover of the item. If the
contractual partner has approved the delivery and service, we shall only be
responsible for defects which the contractual partner was neither aware of nor
should have been aware of at the time of approval. The obligation to give notice
of defects according to paragraph (1) shall remain unaffected. - If a defect in the delivered goods has been notified in due time in accordance
with paragraph (1), we shall have three times the choice between replacement
delivery and rectification. If rectification is unreasonable or unsuccessful,
the contractual partner may demand a reduction in price or rescission of the
contract. - The contractual partner’s claims for subsequent performance shall become
statute-barred 12 months after delivery or acceptance. - The contractual partner must give us the opportunity, within the bounds of
reasonableness, to carry out any necessary rectification work. If the
contractual partner is in default with the actions required in this respect, we
shall assume no further liability for any resulting damage.
We shall only be liable for damages resulting from the defectiveness of the item
if this is due to at least a grossly negligent breach of duty on our part, our
legal representative or our vicarious agents. - The foregoing limitation shall expressly not apply in the event that a culpable
breach of duty on our part, on the part of our legal representatives or
vicarious agents gives rise to liability for damages resulting from injury to
life, limb or health. - Insofar as we have assumed a guarantee for a certain type of quality of the sold
item over a specified period of time, paragraphs 1, 2, 3 and 7 shall not apply.
- All other claims for damages of any kind whatsoever, in particular those for
culpa in contrahendo or for breach of contractual or statutory collateral
duties, may only be asserted by the contracting party if they are attributable
to at least a grossly negligent breach of duty on our part, on the part of our
legal representatives or vicarious agents. - The above limitation shall not apply to foreseeable damages due to the violation
of essential contractual obligations. In such a case, however, we shall only be
liable to the extent that the damage was foreseeable. We are not liable for
unforeseeable excess risks. - The foregoing limitation shall also expressly not apply if a culpable breach of
duty on our part, on the part of our legal representatives or vicarious agents,
gives rise to liability for damages arising from injury to life, limb or health.
- We may withdraw from the contract if, after the conclusion of the contract,
circumstances essential for the execution of the contract have developed beyond
our control in such a way that performance becomes impossible or unreasonably
difficult for us (e.g. non-delivery by the upstream supplier for which we are
not responsible or the possibility of delivery only under substantially more
difficult conditions). - We shall also be entitled to rescind the contract if the contractual partner
substantially breaches its contractual obligations, in particular if it can be
accused of a breach of duty of care with regard to the handling of the goods
delivered under retention of title. - Our right of withdrawal shall also apply in the event that the contractual
partner makes false statements about its creditworthiness. This shall also apply
if the contractual partner is objectively uncreditworthy and our payment claim
appears to be at risk as a result. The same shall apply in the event that the
contractual partner has submitted a statutory declaration in lieu of an oath or
insolvency proceedings have been opened against its assets. - In all other respects, our right of withdrawal and that of the contractual
partner shall be determined in accordance with the statutory provisions.
- The contractual relationship between the parties shall be governed exclusively
by German law. In particular, the UN Convention on Contracts for the
International Sale of Goods shall not apply. - The place of jurisdiction for all legal disputes arising from the contractual
relationship is Braunschweig.
§11 Place of fulfillment
- The place of performance for all contractual obligations is Braunschweig.