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Terms and Conditions
General Terms and Conditions
- General, scope
For all contracts with an entrepreneur only our terms and conditions below apply. Any terms
and conditions of the purchaser that are contrary to or deviate from our Terms of Sale are
not applicable unless we have expressly agreed to its validity in writing. Our terms of sale
shall also apply exclusively even if we, with knowledge of the deviating clauses of the
purchaser unreservedly carry out the delivery to the purchaser.
- Our terms of sale apply to all future transactions with the buyer.
- Offering, scope of service
- Our offers are subject to change and is confirmed by the written order or through our
written confirmation of order.
- In case of dyed products, small variations in color are not counted as a defect.
- Technical modifications and design deviations remain reserved, provided they comply with
the technical progress and are reasonable for the buyer.
- Prices, terms of payment, set-off
- Unless the order confirmation states otherwise, our prices shall apply ex-warehouse
Burgbernheim including the statutory VAT and freight and packaging; this shall be invoiced
- Unless otherwise agreed, the invoice amount is payable within 10 days with 2% discount or
net cash without any deduction within 30 days of receipt of the invoice. After this deadline
has passed, the buyer shall default even without special reminder. In case of default in
payment by the buyer, we are entitled to charge default interest at the legal rate. Our right,
to prove a higher damage due to default, remains unaffected.
- We are not obliged to accept bills of exchange and checks; Cheques will only be accepted
on account of performance. Costs and discount charges shall be payed by the buyer.
- A discount deduction of freight costs or other charges shall in no circumstances be permitted.
- The buyer shall only have the rights of offsetting and retention if its counter-claims have the
authority of a final decision, are undisputed or have been accepted by us.
- The minimum order value is 50,- EUR net. An all-in-fee of EUR 13,- to 16,-, up to a net
goods value of 250,- EUR ex-work including packaging is charged. From 250,- EUR net
goods value, the delivery is free plus packing (6,- EUR), from 500,- EUR free delivery,
- The period of delivery determined by us shall only commence after all technical questions
have been resolved.
- The agreed delivery time is subject to unforeseen hindrances, for which we are not responsible.
- We shall reserve the right to have the deliveries delivered to us correctly and on time.
- Partial deliveries are permitted.
- Compliance with our delivery obligation requires the timely and proper fulfillment of the
obligations of the buyer.
- If the delivery time is not observed by us, the buyer is entitled and obliged to give us an
adequate extension of time for delivery in written form. The period of extension should be
of at least 14 days. After this additional period of time has expired without results, the buyer
can withdraw from the contract. In cases of force majeure, both parties can withdraw only
after a period of 2 months, unless this period is unreasonable for one of the parties due to
- The buyer can only claim damages instead of service within the provisions of the law
according to 6.4 and 6.5, if he pointed at the time of extending the time limit that he will
assert claims for damages in case the delivery doesn’t take place.
- Transfer of risk, shipping
- Unless the order confirmation states otherwise, the delivery from warehouse Burgbernheim
- The shipping takes place in the standard manner and without any claim for favourable
terms of shipping, provided that no other instruction is given by the buyer.
- A shipment is always at risk of the buyer even if free delivery has been agreed to, or the
shipment is carried out by our own vehicles. If the buyer wishes, we will cover the delivery
by a transport insurance; the costs incurred as a result shall be borne by the buyer. In case
of direct delivery ex works, the risk shall pass to the buyer as soon as the goods leave the
factory. If the shipment or delivery is delayed on request of the buyer, the risk is transferred
to the buyer on the day that the notice of readiness for delivery is issued.
- The transfer on delivery is deemed to have taken place, as soon as the goods are made available to the recipient in front of the delivery area in the truck on a firm carriageway. The client is responsible for the unloading; any assistance from the transport driver excludes any kind of liability. The conclusive acceptance of the load by the transport driver applies as evidence of the perfect condition of the goods, the packaging and the orderly loading, unless the client can provide evidence that the packaging and loading on transfer to the transport driver had faults, or was not undertaken in an orderly manner. If the client demands assistance from the transport driver in unloading either entirely or in part, in transportation or installation of the goods, we are entitled to invoice his expenses separately. These services are exclusively at the risk of the client and are the liability of the client. It is a matter for the client to arrange his own suitable unloading aides free of charge. We are entitled to invoice for the waiting time of our transport driver if it exceeds 15 minutes.
- Warranty for defects, claim for damages
- The goods supplied shall be checked by the buyer immediately for completeness and absence
from defects. Complaints must submitted to us immediately in writing. Otherwise, the
goods shall be deemed approved, unless there is a defect that was not noticeable during
the inspection. If a defect that could not be immediately discovered becomes apparent
later, the buyer should immediately report the defect and specify it. If he does not fulfill this
obligation, the goods shall be deemed approved even with regard to such a defect.
- In case of a timely and justified complaint of the goods, we are – unless otherwise agreed
– entitled, at our discretion, to take back the defective goods and replace it with goods in
conformity with the contract or to improve the delivered goods.
- If our delivery or service is defective, the buyer may demand repair or replacement, at our
discretion. Dismantling and assembly costs incurred in the course of repair or replacement
have to be borne by the buyer. If the buyer granted us another reasonable deadline without
result after a first request or if the repair or replacement supplied is unsuccessful, the
customer can demand either a reduction or cancellation, in his discretion.
- Our liability to pay damage compensation, regardless of the legal reasons for the claim
(including tortious claims), shall be based on statutory provisions to the extent that the loss
or damage is caused by malicious intent or gross negligence by us, our representatives or
our vicarious agents. The liability for simple negligence is excluded if there is no culpable violation of an essential contractual obligation. The limitation of liability does not apply
in the event of injury to life, body and health of a person neither does a warranty liability.
The mandatory liability based on the provisions of the product liability law also remains
- Claims for damages by the buyer are limited to the typical and foreseeable damages. This
does not apply to claims based on intentional or grossly negligent behaviour by us, our
legal representatives or our vicarious agents. Moreover, the limitation does not apply to
liability for damages arising from injury to life, body or health of a person and in cases of
mandatory liability under the provisions of the Product Liability Act.
- For orders with custom made products we reserve ourselves an unterdelivery or tradition of approx. 5%. Custom made products are excluded from the exchange or from a taking back, unless it concerns an entitled complaint.
- Retention of title
- Current account-/balance clause (business tie clause).
The seller reserves the ownership of the goods until all claims of the seller against the purchaser from the business relationship have been settled, including the future claims, also from contracts concluded simultaneous or subsequently. This shall also apply if individual or all claims of the seller have been included in a current invoice and the balance is struck and approved.
- Extended retention of title at resale with prior assignment clause.
The buyer shall be authorised to resell the conditional commodity in the normal course of business only if any claims are already assigned to the seller in advance which may arise out of resale to customers or third parties. If reserved goods in an unprocessed state or following processing or in combination with other goods which are the sole property of the purchaser are sold, then as of now the purchaser assigns to the seller the full amount of the claims resulting from the onward sale. If reserved goods are sold by the buyer after processing/connection together with goods not belonging to the seller, the buyer already now assigns to the seller the claims from this resale amounting to the value of the reserved goods including all supplementary rights and ranking before the rest. The seller accepts the assignment. The buyer is authorised to collect this claim even after the assignment. The seller’s right to collect the claims himself shall remain unaffected, however, the seller commits himself to not collect such claims as long as the buyer duly meets his payment obligations and performs all his other duties. The seller may demand the buyer to inform him about the assigned claims and their debtors, to give all necessary details required to collect this claim, to hand over the related documentation and to notify the debtors of this assignment.
- Extended retention of title with contractual clause
The buyer shall carry out any preparation or processing of the goods subject to retention of title for the sellers without obligations for the latter resulting from this. In the event of processing, connecting, commingling or mixing of the reserved goods with other goods not belonging to the seller of goods, the seller is entitled to the co-ownership share of the new product in proportion to the value of the reserved goods to the other processed goods at the time of processing, connecting, commingling or mixing. If the buyer acquires the exclusive ownership of the new product, the contract parties agree, that the buyer entitles the seller to co-ownership in relation to the value of the processed, connected, mixed or combined reserved goods and stores these free of charge.
- Cheque-/bill of exchange-clause
Should a bill of exchange liability of the seller be established in connection with the payment of the purchase price by buyer, then the retention of title as well as the underlying accounts receivable from the delivery of goods shall not be dissolved prior to payment of the bill of exchange by buyer as the drawee.
- Excessive security clause
If the value of the existing securities exceeds the claims to be secured by more than 20%, the seller is obligated, on request of the purchaser, to release.
- ownership and copyright / rights of third parties
- The operating materials, forms, equipment and devices used by us for the manufacture of
the products to which the contract relates, remain our property and shall not be delivered to
the client. This applies even if the manufacture of these materials is invoiced separately.
- The client is responsible for ensuring that, as long as the order is based on its guidelines,
rights of third parties, particularly copyrights, are not infringed by the execution of its order.
The client must indemnify us from all claims which the third parties may raise against us
due to infringement of their rights.
- The warranty claims of the buyer related to defects in delivered goods shall be subject to
a limitation period of one year in accordance with § 437 BGB. The period begins right after
the delivery of the goods.
- Claims of the Buyer for damages due to the violations of duty (§ 280 BGB), not covered
by section. a), are subject to a limitation period of one year after the start of the statutory
- The limitation provisions in section a) and b) shall not apply to cases of § 438 Section 1 no.
1 and no. 2 BGB and § § 478, 479 BGB and to damage compensation claims resulting from
injury to life, body or the health of a human being. They also do not apply to cases where
willful misconduct or gross negligence of the seller, his legal representatives or vicarious
agents, is present.
- Applicable Law, place of jurisdiction, place of fulfillment
- These terms of business and the entire legal relationship between the parties, shall be
governed by and construed according to the law of the Federal Republic of Germany (BGB
and HGB in particular), with the exception of international private law and the UN Sales
- As long as the buyer is a businessman, Neustadt an der Aisch shall be the exclusive place
of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
- Unless the order confirmation states otherwise, our place of business is the place of