- Our current terms and conditions apply in their respective valid version to entrepreneurs, legal persons and legal persons under public law for all - also future - contracts, deliveries and services.
- Our general terms and conditions apply exclusively. General terms and conditions of business of the respective contractual partners are generally not recognized, not even partially, unless their validity has been expressly confirmed in writing in individual cases.
II. Conclusion of contract
- Orders of the buyer are an offer according to § 145 BGB and can be accepted by us within two weeks.
- The conclusion of the contract, including all ancillary agreements, assurances, commitments or guarantees, only comes about through our written declaration of acceptance in the form of an order confirmation or by tacit delivery of the goods.
- The information, drawings, illustrations, technical data, measurement and service descriptions contained in printed matter, brochures, catalogs, circulars, price lists or in the documents belonging to the offer are non-binding unless they are expressly designated as binding in the order confirmation.
III. Prices and terms of payment
- Our offers are subject to change. A final determination of the prices takes place only with the order confirmation. The prices are ex works plus the applicable VAT and any transport costs.
- The buyer bears the shipping costs including insurance, postage and transport.
- Unless otherwise agreed, our invoices are due for payment within 10 days with a 2% discount and within 30 days net of the invoice being sent. The decisive factor for the timeliness of the payment is the receipt of payment on our account. The invoice can be sent in written as well as electronic form or by fax.
- We only accept rediscountable and properly taxed bills of exchange and checks as payment if this has been expressly agreed, taking into account all collection and discount charges. The payment obligation is fulfilled when the credit is credited to our account.
- If the payment deadline is exceeded, a bill protest is raised or checks are not cashed, the buyer is automatically in default without the need for a reminder or other deadlines. In the event of late payment, we are entitled to charge default interest of at least 9 percentage points above the base interest rate of the Deutsche Bundesbank from the invoice total in the form of the gross final price. The right to assert further damage caused by delay remains unaffected.
- If the buyer is requested to perform again after the occurrence of default with a reasonable deadline and he does not perform in time without having a right of retention, we are entitled to withdraw from the contract without further notice. The right to claim damages remains unaffected.
- If, after the conclusion of the contract, we become aware of facts that, according to commercial judgment, make the creditworthiness or performance of the buyer appear doubtful, the fulfillment of existing delivery obligations will only be carried out step by step against the provision of adequate security or payment of the contractually owed payment. The buyer has the right to choose. If the buyer is unable to provide adequate security or meet his payment obligation within 14 days of being requested, we have the right to withdraw from the contract. The right to claim damages remains unaffected.
- We are also entitled to prohibit the resale and processing of goods that have already been delivered and to revoke the direct debit authorization in accordance with Section V No. 8 if the buyer is in default or in the event of Section III No. 7.
- In the event of withdrawal from the contract, we are entitled to request the buyer to return the goods with a reasonable deadline, and in the event of the fruitless expiry of the period, to take the goods out of the buyer's business and to sell them by direct sale against the open purchase price claim, less any arising Costs to utilize as best as possible.
- The buyer is only entitled to offset against our claims with legally established or undisputed claims. The buyer has a right of retention insofar as it is based on the same contractual relationship.
IV. Delivery times and dates
- Delivery dates and deadlines that have not been expressly agreed as binding are non-binding information. The delivery time stated by us presupposes the timely and proper fulfillment of the obligations of the buyer. The exception of the unfulfilled contract remains reserved.
- If the buyer is in default of acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage we incur, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the goods passes to the buyer at the time when the buyer is in default of acceptance or debtor.
- Delivery times begin with the date of our order confirmation, however not before all details of the order have been completely clarified. Delivery times and delivery dates refer to the time of dispatch from the factory or warehouse.
- We are entitled to partial deliveries and partial services at any time, provided that this is reasonable for the buyer and not expressly agreed otherwise.
- In the event of a delay in delivery that is not caused by us intentionally or through gross negligence, we shall only be liable if the legal requirements are met to the extent of the foreseeable, typically occurring damage. The buyer is obliged to set a reasonable grace period and can only withdraw from the contract if the deadline has expired without result. In the event of delay with individual partial deliveries, there is no right of withdrawal.
- If the underlying sales contract is a fixed transaction within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB, we are liable in accordance with the statutory provisions. The conclusion of a contract as a fixed transaction must be expressly agreed. Our liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional or grossly negligent breach of the contract for which we are responsible. The same applies if the buyer can justifiably assert that the delay in his interest in the fulfillment of the contract has ceased altogether.
- We are not liable for acts of God.
V. Retention of title
- We reserve the ownership of the delivered goods until our claims against the buyer from the business relationship, regardless of the legal reason and including future or conditional claims, both from contracts concluded at the same time or later, are settled.
- The buyer is obliged to treat the goods subject to retention of title with care and, if necessary, to insure them at his own expense, as long as ownership of them has not passed to him.
- The buyer is entitled to resell the reserved goods in the ordinary course of business until further notice and as long as he is not in default, which expressly includes the connection, processing and installation of goods. Other dispositions of the goods are not permitted. Any third party access to the goods subject to retention of title resulting from a legal relationship with the buyer, for example by attachment, must be reported to us immediately; Any intervention costs that arise are borne by the buyer.
- The resale authorization as well as the direct debit authorization granted to the purchaser can be revoked by us if the purchaser behaves contrary to the contract, for example is in arrears with the fulfillment of his payment obligation or / and the requirements of para. III no. 7 are available.
- The buyer hereby assigns to us up to the amount of the final invoice amount agreed with us (including sales tax) all claims that accrue to him from the resale of the goods against third parties. We accept the assignment.
- The processing of reserved goods is always carried out on our behalf. The processed goods are considered to be goods subject to retention of title within the meaning of Section 1. The buyer's right of entitlement resulting from the reservation of title remains in effect.
- Goes through connection or mixing acc. §§ 947 ff BGB our ownership of the goods subject to retention of title arises in the new item in the ratio of the invoice value of the goods subject to retention of title to the other processed goods at the time of processing. The expectant right of the buyer acquired through the conditional purchase extends to the newly created co-ownership through the processing. If goods subject to retention of title are sold after processing / combination, the buyer hereby assigns the claims arising from the resale in the amount of the invoice value in terms of item V No. 5 with all ancillary rights and priority over the rest. We accept this assignment.
- The buyer is authorized to collect these claims even after assignment. Our authority to collect the claims itself remains unaffected; however, we undertake not to collect the claims as long as the buyer properly meets his payment and other obligations. We can request that the buyer notify us of the assigned claims and their debtors, provide all the information necessary for collection, hand over the associated documents and notify the debtors of the assignment.
- The assertion of the rights from the retention of title is only considered a withdrawal from the contract if we have expressly declared this in writing.
- If, in connection with the payment of the purchase price by the buyer, alternate liability on our part is established, the retention of title, as well as the underlying claim from deliveries of goods, do not expire until the buyer as the purchaser redeems the change.
- If the value of the existing collateral exceeds the receivables to be secured by more than 20%, we are obliged to release the collateral of our choice at the request of the buyer.
- The buyer must immediately notify us in writing of possible impairments of our rights by third parties, in particular attachments; in the case of attachments, the attachment protocol is attached.
VI. Shipping, transfer of risk, partial delivery
- We determine the route and means of dispatch as well as the forwarder or carrier.
- When the goods are handed over to the forwarder or carrier, but at the latest when they leave the warehouse or the delivery plant, the risk passes to the buyer, regardless of who bears the transport costs.
- This does not apply in cases where, exceptionally, a shipment is carried out using our own means of transport and our own staff.
- We are entitled to partial deliveries. Each partial delivery is considered an independent business.
VII. Notice of defects and warranty
We are liable for defects, including the lack of guaranteed properties, as follows:
- Defects - including the lack of guaranteed properties - must be reported in writing immediately after their discovery. If defects occur, treatment and processing must be stopped immediately. Complaints about obvious defects must be made within 14 days of receipt of the goods by the buyer. Defects that are not obvious must be reported within 14 days of their discovery. If the aforementioned deadlines are exceeded, the right to give notice of defects and all warranty claims lapse.
- In the event of justified, timely notices of defects, we will either rectify defective goods or replace them.
- If the replacement delivery or rectification fails despite the buyer having set a reasonable grace period, the buyer can, at his option, demand a reduction in the remuneration (reduction) or cancellation of the contract (change).
- If the buyer does not give us the opportunity to convince us of the defect, in particular if he does not immediately provide the rejected goods on request, all warranty claims will lapse.
- Claims for defects do not exist if there is only an insignificant deviation from the agreed quality, an insignificant impairment of usability, natural wear and tear or damage such as damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment or due to special external influences. that are not required under the contract.
- The warranty claims expire within 12 months, unless they are based on Section 438 (1) no. 2a BGB or Section 438 (1) no. 2 BGB are based.
- The above provisions also apply to the delivery of goods other than the contract.
VIII. Place of jurisdiction and applicable law
- The place of jurisdiction - where legally permissible - is Osnabrück. However, we are also entitled to take legal action against a customer at a place of jurisdiction resulting from the law.
- Only the law applicable in the Federal Republic of Germany applies, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG, "UN Sales Law").