General terms and conditions of business
All our deliveries and services to entrepreneurs are based on our following terms and conditions of business, which are also agreed upon with the acceptance of our service without the express consent of the customer. The customer's terms and conditions of business do not apply even if we do not expressly object to them and carry out the delivery. Deviations and additions by the customer are only validly agreed upon with our express written confirmation. They only apply to the business for which they are made. The following terms and conditions apply to future contracts even if they are not expressly agreed upon in the future.
2. Offer, conclusion of contract, written form
Our offers are always non-binding. After the customer's order, the contract is concluded by our written order confirmation, which is also valid by machine, without signature and name, or by our delivery. Information provided prior to the order within the scope of order processing, in particular regarding performance, consumption or individual data, is only binding if it is confirmed by us in writing with the order confirmation or also thereafter. Information in brochures and advertisements is not deemed to be an agreement on quality.
Our representatives have no authority to give guarantees or to make agreements that deviate from the terms and conditions of business, and any such agreements require our written confirmation to be effective.
The prices valid on the day the order is entered shall apply plus the value-added tax applicable on the day of invoicing. We reserve the right to make appropriate adjustments in the event of extraordinary changes in raw material prices.
3.1 Shipping and packaging costs
As a rule, delivery is ex works plus shipping and packaging costs.
In case of a special shipment requested by the customer, the costs shall be borne by the customer.
3.2 The minimum order value is EUR 100.00 net, for orders with a lower net value EUR 15.00 pro rata costs will be charged.
3.3 If unforeseeable increases in material, wage or transport costs, taxes or levies occur between the conclusion of the contract and delivery, we shall be entitled to adjust prices upwards or downwards in accordance with these factors at our reasonable discretion if delivery is not to be made within four months of conclusion of the contract. If the customer makes changes after conclusion of the contract, we may adjust prices in accordance with the additional costs caused by the changes.
4. Dates and deadlines
Delivery dates and deadlines stated in the order confirmation are adhered to by us to the best of our ability, but they only reflect the expected delivery time and not a fixed or calendar delivery time.
4.1 Delivery periods shall not commence until all details have been agreed in full. The execution of deliveries shall be subject to the timely response to all queries, the sending of all necessary or requested drawings and documents or parts to be provided, the granting of all necessary releases and approvals. Otherwise the delivery period shall be extended accordingly.
4.2 The deadline or date shall be deemed to have been met if the consignment has been dispatched within the deadline or on the agreed date, and its readiness for dispatch has been notified or collected.
4.3 We shall only be obliged to execute and deliver if the customer has made all agreed payments; if payments are made late, we may extend the delivery periods accordingly.
4.4 If the non-compliance with a deadline or a date is due to force majeure, mobilisation, war, riot, strike, lockout or other unforeseeable obstacles affecting our business, which are not our responsibility and which have occurred or become known to us after conclusion of the contract, the deadline or date shall be extended accordingly. This shall also apply in cases of unforeseeable events affecting the business of our supplier and for which neither he nor we are responsible.
4.5 If dispatch is delayed at the request of the customer or for other reasons for which the customer is responsible, the costs incurred by storage, but at least EUR 1.00 per 10 kg or part thereof and per day, shall be charged starting from the 4th calendar day after notification of readiness for dispatch.
4.6 Partial deliveries are permissible.
4.7 The quantities and weights which we have delivered ex works or given for shipment shall be decisive for the calculation.
4.8 In the case of intra-Community deliveries, the customer is obliged to provide us with his VAT ID number and to provide us with the information necessary for checking the tax exemption and to make the necessary supporting documents available. If the customer does not fulfil these obligations in good time, we shall treat the delivery as taxable. We shall then be entitled to invoice and claim the respective VAT incurred additionally. If we have wrongly assumed a delivery to be tax-exempt on the basis of incorrect information provided by the customer, the customer shall indemnify us from the tax liability and bear all additional expenses.
5. Dispatch, transfer of risk
In the case of ex-works deliveries, shipment shall be at the risk of the customer; we shall only take out insurance policies at the express request of the customer, who shall bear the costs.
6. Delivery, use of software
6.1 Upon delivery of software, the customer is granted a non-exclusive and non-transferable right to use the software and the associated documentation for the operation of the goods for which the software is delivered. Apart from a backup copy, the customer may not make any copies. Copyright notices, serial numbers and other features serving to identify the software may not be removed or changed.
6.2 The customer is obliged to prevent unauthorised access to software and documentation by third parties by taking suitable precautions. He must keep the delivered original data carriers as well as the backup copies in a place secured against unauthorised access by third parties. His employees must be informed in writing of compliance with this delivery condition and of the provisions of copyright law.
7. Damages for breach of duty
7.1 We shall not be liable for loss of profit. compensation for damages shall be limited to 1% or to a total of 10 % of the net order amount for each complete week of delay. compensation for damages in lieu of performance shall be limited to 10 % of the net order amount. Insofar as we are obliged to pay damages, this obligation shall always be limited to the damage foreseeable at the time of conclusion of the contract.
7.2 This limitation of liability according to clause 7.1 shall also apply if we are liable by way of recourse because the last contract in the supply chain is a purchase of consumer goods.
7.3 These limitations of liability shall not apply, even if the last contract in the supply chain is a purchase of consumer goods and we are liable by way of recourse, if a commercial transaction for delivery by a fixed date has been agreed, if we are responsible for intent or gross negligence or the breach of material contractual obligations or if we are liable for damage to life, limb or health.
7.4 Claims for breach of duty arising from the contractual obligation, insofar as it does not concern essential contractual obligations, shall become statute-barred within the same period as the warranty rights (unless we are liable by way of recourse because the last contract in the supply chain is a consumer goods purchase; in this case, the statute of limitations shall come into effect after the expiry of four years at the latest after we have delivered the goods to the customer. The limitation of liability pursuant to Section 7.1 shall not apply as compensation for this (four instead of five years).
7.5 Claims due to negligent failure to provide information about negative material properties of our products are excluded, provided that this does not constitute a material defect. Our statutory liability under the Product Liability Act remains unaffected by the above provisions.
7.6 Our liability for the loss or alteration of data is limited to the typical restoration effort that would have been required if backup copies had been made regularly and at the appropriate risk.
7.7 In the case of alternative service, the legal liability regulation applies.
8. Notices of defects and warranty
The notice of defects prescribed by §§377, 381 para.2 HGB (commercial duty to examine and give notice of defects) must be made in writing immediately after receipt of the goods at the place of destination, stating the delivery note and/or invoice number.
8.1 In the event of a notice of defects being made in due time, the customer may demand subsequent performance (elimination of the defect or delivery of a defect-free item) at our discretion, if the last contract in the supply chain is a consumer goods purchase and we are liable by way of recourse. If two attempts at subsequent performance are unsuccessful (failed subsequent performance) or if we refuse subsequent performance or if subsequent performance is unreasonable, the customer may withdraw from the contract or reduce the purchase price or demand compensation for damages instead of performance. The customer is obliged to grant us the necessary time and opportunity for subsequent performance.
8.2 In the event of a justified notice of defect, the customer must allow us to remove and install the defective item at our expense if it has been installed in or attached to another item in accordance with its type and intended use. If we do not exercise this right of choice within a reasonable period of time after the customer's request to exercise the right of choice, we must reimburse the customer for the necessary expenses for the removal of the defective item and the installation or attachment of the repaired or delivered defect-free item, but limited to ? times the net value of the goods.
The above provisions under sentence 1 and sentence 2 apply if we are liable by way of recourse because the last contract in the supply chain is a consumer goods purchase and we are liable by way of recourse that the limitation is ? times the net value of the goods.
8.3 No warranty is given for impairments of the delivery item due to natural wear and tear, damage after the transfer of risk or improper handling.
8.4 Our liability shall expire if the customer himself or a third party has carried out reworking and modifications to our delivery without our prior consent, or if parts not delivered or approved by us have been used.
8.5 Taking back as a gesture of goodwill
We are not obliged to take back goods in case of proper fulfilment of the contract, but should this happen in individual cases as a gesture of goodwill, the following conditions apply:
a) The goods are in their original packaging and identifiably labelled and are technically and visually in perfect condition.
b) The net value of the returned goods is at least EUR 100.00.
c) The goods have been demonstrably delivered (order confirmation, delivery note, invoice) by us within the last 6 months
d) Timely written advance notification of the return with RMA number and agreement of the conditions has been made.
(e) Re-storage costs shall be calculated on the basis of value.
f) Freight costs will be charged.
If we agree to take back goods as a gesture of goodwill, the returns must be registered with us and carried out by the customer at his expense.
9. Terms of payment
Invoices are issued upon dispatch. If goods ready for dispatch cannot be dispatched for reasons that fall within the customer's risk area, the invoice will nevertheless be issued and due. Our invoices are payable 14 days from the date of issue, strictly net.
9.1 In the event of default, we are entitled to demand interest on arrears at the statutory rate (currently in accordance with § 288 BGB of 9 percentage points above the base rate) without proof of damage and a flat rate of EUR 40.00. The assertion of further damage is not excluded. The customer is permitted to prove that no damage or considerably less damage than the flat rate has been incurred. Payments are always used to settle the oldest debt due, including the interest on arrears payable thereon, unless the customer makes other express provisions. The interest is initially credited.
9.2 The customer may only offset undisputed or legally established claims or exercise a right of retention on account of such claims, unless the customer objects to material defects. In the event of withholding payments, the customer's claim must be based on the same contractual relationship.
9.3 Bills of exchange shall only be accepted by us with our express prior consent. Bills of exchange or cheques shall always be accepted on account of performance.
9.4 In the case of contracts for work and services, the unconditional payment of our invoice shall be deemed to be an unconditional acceptance of our performance and a waiver of any contractual penalty that may be due.
10. Retention of title
10.1 The goods delivered by us shall remain our property until full payment of all claims arising from the business relationship between us and the customer.
10.2 The customer is entitled to resell and/or process the goods subject to retention of title in the normal course of business, unless otherwise stated below, but is not permitted to pledge or assign the goods as security.
10.3 If the reserved goods are processed, connected, mixed or blended with other goods or objects not belonging to us, we shall be entitled to the resulting co-ownership share in the new object in the ratio of the invoice value of the reserved goods to the other processed goods or objects at the time of processing, connection, mixing or blending. If the customer acquires sole ownership of the new object, the contracting parties are already now in agreement that the customer shall grant us co-ownership of the new object in the ratio of the invoice value of the processed or connected, mixed or blended reserved goods to the invoice value of the other processed goods or objects. The production wage, overheads and other imputed cost factors shall not be taken into account in the calculation of our co-ownership share. The customer shall be obliged to provide us at any time at our request with the calculations of his goods
10.4 The customer hereby assigns to us by way of security all claims arising from the resale of our reserved goods in the amount of the purchase price agreed with us; we accept this assignment. We shall only agree to a resale if an effective transfer of claims can take place on the basis of the above declaration of assignment. If the reserved goods are resold together with other goods, whether without or after processing, combining, mixing or blending, the advance assignment agreed above shall only apply in the amount of the invoice value of the reserved goods which are resold together with the other goods.
10.5 In the case of contracts for services or work, upon the fulfilment of which our reservation of title expires, the customer's wage claim is already now assigned to us in the amount of the invoice value of the processed reserved goods; we accept this assignment.
10.6 Until revocation by us, the customer is authorised to collect the claims assigned to us in advance on our account in his own name. The authorisation to collect shall also expire without our express revocation if the customer does not fulfil his obligations to us or if he suffers a deterioration of assets, in particular if insolvency proceedings are applied for or if it is to be feared that collected amounts cannot be transferred to us. In the case of advance payments on wage claims partially assigned to us, the customer is obliged to first offset the advance payment against the part of the claim not assigned to us. Between us and the customer, the partial amount not assigned to us shall always be deemed to have been repaid first by advance payments collected by the customer.
10.7 The collection authorisation does not authorise factoring, nor do we agree to the assignment of the resale or wage claim assigned to us under a genuine factoring agreement.
10.8 In the case of payments by cheque-draft procedure, our reservation of title and security rights shall remain unaffected and shall continue to exist until our liability from the draft and cheque has ended.
10.9 At our request, the customer is obliged to provide us with written information at any time regarding the whereabouts of the goods subject to our reservation of title. He is obliged to name other persons entitled to ownership as well as the debtors of the claims assigned to us, to provide us with all information regarding the assigned claims necessary for collection, to make available to us all documents necessary for collection, in particular the contractual documents and invoices, and to notify the debtor of the assignment at our request at any time. The customer must provide us with notifications of assignment at any time. He is obliged to inform us immediately of any impairment of our reservation of title rights or other securities, in particular pledges.
10.10 If the customer acts in breach of the contract, in particular if he is in default of payment of a claim arising from the business relationship and if the customer suffers a deterioration of assets, ceases payments, if a court insolvency proceeding is applied for against him or if he asks his creditors for an out-of-court settlement, we may withdraw from the contract after setting a reasonable grace period and demand the return of the item.
10.11 We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realisable value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is at our discretion.
11. Design and program changes
We reserve the property rights and copyrights to cost estimates, drawings and other documents; they may not be made accessible to third parties without our express consent. We reserve the right to make changes in construction and design in the light of recent experience and improvements.
12. Further delivery of goods abroad
In case of further delivery of goods abroad by a domestic buyer, the customer has to check on his own responsibility whether the goods to be exported are subject to restrictions of the foreign trade law of the Federal Republic of Germany, the Dual-Use-VO of the EU or the US foreign trade law.
13. Place of performance, place of jurisdiction, final provisions
Place of performance for all obligations arising from this contract, in particular for payment of the purchase price, as well as place of jurisdiction is Stuttgart, provided that the customer is a merchant within the meaning of §38 para.1 ZPO (German Code of Civil Procedure). This restriction does not apply if the customer does not have a general place of jurisdiction in Germany. However, we are entitled to bring an action at the customer's place of business. The law of the Federal Republic of Germany shall apply exclusively. The application of the uniform UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.