These GTCs apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). Unless otherwise agreed in writing, offers, services and deliveries shall be made exclusively based on the following terms and conditions. We shall only recognise terms and conditions that are contrary to or deviate from our terms and conditions of sale if we expressly agree to their validity in writing. Confirmations of the buyer on his own terms and conditions are hereby rejected.
These terms and conditions of sale shall be binding in the same way for all further business relations, even if they have not been expressly agreed again.
Individual agreements made with the buyer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
Unless explicitly stated otherwise, our quotations are subject to change and non-binding. An order acceptance (contract), even in the case of a verbal order, shall only be concluded with our written order confirmation. Agreements, in particular verbal subsidiary agreements and promises, shall only become valid upon our written confirmation.
Information, samples, specimens or illustrations in catalogues/data sheets or other advertising materials are only approximate (e.g. weight, dimensions, utility values, load-bearing capacity, tolerance and other technical data), unless usability for the contractual purpose requires exact correspondence. A reference to technical standards serves the purpose of specification and does not constitute a warranty of quality.
We reserve the property rights and copyrights to illustrations, drawings and other documents; they may not be made accessible to third parties or changed. Changes and the duplication of our documents are not permitted.
Test parts, samples and documents which we make available for use in the case of an enquiry or order may not be used for purposes other than those for which they are intended and may not be reproduced or made available to third parties without our written consent. Any infringement shall entitle us to demand injunctive relief and full compensation.
Obvious errors, printing, typing, calculation or calculation errors are not binding and do not legitimise any claims. Guarantees/warranties shall only be assumed if they are designated as such by us exclusively and in writing.
Changes/extensions to orders allow us to adjust prices.
Unless otherwise stated, our offer prices are valid for 30 days. The prices stated in the order confirmation plus the respective statutory VAT shall be decisive. Additional deliveries and services shall be charged separately. If the period between the order and the delivery date is more than 4 months, we are entitled to increase the pre-agreed price by this amount in the event of price increases for raw and auxiliary materials.
Unless otherwise agreed, the prices are EXW Rodgau warehouse excluding freight costs, transport insurance, assembly, customs, certificates or other ancillary costs. Costs for packaging will be invoiced separately.
Unless otherwise agreed, our invoices are payable with a 2% discount within 14 days, and without deduction within 30 days after invoicing. Discount may only be deducted from the net value of the goods; ancillary costs such as transport, packaging, certificate costs, etc. are excluded from this.
Timely payment shall be deemed to have been made when the invoice amount has been credited to our bank account. in the case of cheques, payment shall only be deemed to have been made when the cheque has been cashed.
In the event of default, we shall charge default interest in accordance with § 288 BGB plus reminder fees subject to the assertion of further damages. The interest rate is 9% above the base rate of the German Central Bank. In the event of default in payment, discounts, rebates and other benefits shall lapse.
We are not obliged to make any further deliveries before payment of due invoice amounts.
Compensation and assertion of rights of retention based on claims of the ordering party not recognised by us are not permitted.
Performance and design of the documents comply with ICC Incoterms® 2020. Furthermore, the Uniform Customs and Practice for Documentary Credits – UCP 600 apply.
If not unreasonable, partial, advance or short deliveries are permissible. Dispatch and transport shall be carried out without liability for the most favourable type at the expense and risk of the customer. Delivery deadlines shall be deemed to have been met if the shipping service provider collects the goods for shipment within this period. We are not liable for any delays during this period. Goods/transport will be insured at the customer’s request.
Delivery dates promised in writing or verbally are only approximate unless an exact date has been specified. Delivery periods shall commence upon receipt of the order confirmation and provided that all commercial and technical issues have been determined.
Compliance with delivery deadlines is subject to correct and timely delivery to us by our suppliers. We shall not be liable for the impossibility of delivery by the preliminary supplier through no fault of our own. A withdrawal from the contract is only possible if, after a non-binding performance period, we are notified in writing of a 30-day period with the announcement of a threat of refusal.
We shall not be responsible for delays in delivery and performance due to force majeure and due to events, which make delivery considerably more difficult or impossible for us – these include in particular strikes, operational disruptions, official orders, difficulties in procuring materials, equipment or materials, embargoes, etc., irrespective of whether they occur at our premises or those of one of our suppliers – even in the case of bindingly agreed deadlines and dates. They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part because of the part not yet fulfilled. Penalties for delay or claims for damages of any kind cannot be asserted.
If the goods are dispatched at the request of the customer, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies irrespective of whether the goods are dispatched from the place of execution or who bears the freight costs. If dispatch becomes impossible through no fault of our own, the risk shall pass to the purchaser upon notification of readiness for dispatch.
The delivery of our service must be unloaded immediately after arrival at the customer. If unloading is delayed by more than 2 h, the customer shall bear the costs of the idle time of the transport vehicle. If the delivery is exported and customs cleared, the customer shall bear the costs of a standing time of more than 48 h, without customs clearance of more than 24 h.
We guarantee that the goods meet our general quality standard and are free from manufacturing and material defects. Our warranty period is generally 12 months after first operation, but not more than 18 months after delivery.
Warranties regarding the quality, usability or other properties of our goods and services always require our explicit written assurance.
We reserve the right to use and select the raw materials and semi-finished products to be processed by us, however, we obligate ourselves to declare the materials used for a fee upon request.
if our assembly or operating instructions are disregarded, changes are made to the products or parts are replaced, parts are handled/stored incorrectly or negligently or unsuitable operating materials are used, any warranty shall lapse if the purchaser does not refute a corresponding substantive claim that only one of these circumstances caused the defect. Furthermore, we do not assume any liability for chemical, electrochemical, electrical and environmental influences.
Notifications of defects must be made immediately after delivery and must be made in writing (“complaint”). Damage attributable to shipping/transport must be documented vis-à-vis the transport service provider. In all other respects, § 377 of the German Commercial Code (HGB) shall apply. If no notice of defects is given, the delivery shall be deemed to be in perfect condition in accordance with the order, e.g., order confirmation, unless it is a defect which was not evident at the time of the incoming inspection. These defects must be reported in writing immediately after their discovery.
Liability for natural, operational usage is excluded.
Only the direct Buyer shall be entitled to warranty claims against us and such claims shall not be transferable.
The goods/services may only be used in those countries/states for which it was ordered. We are not liable for compliance with special operating conditions of the customer or the regulations applicable to import or export as well as the availability of necessary permits. The export remains the responsibility, liability and at the expense of the customer. In the event of export, the customer is obliged to comply with all legal directives (e.g. dual use) and, above all, to take into account the provisions of German foreign trade law. We shall not be liable in the event of infringement of property rights outside our country of domicile.
If the goods/service are defective, we shall fulfil our pledge to remedy the defect. The choice of the remedy of the defect (rectification/replacement) shall be exclusively up to the manufacturer. Unreasonable costs shall entitle the customer to refuse to remedy the defect. The customer shall give us the necessary time, opportunity and access authorisation to eliminate defects. Otherwise, we shall be released from all liability claims and the resulting consequences. In the event of subsequent delivery, the goods/services shall be replaced against return of the defective goods/services, if we so request. Exchanged parts will become our property. The necessary expenses for subsequent performance shall be borne by the manufacturer. Costs for removal and installation as well as other costs shall be borne by the customer.
If the replacement fails or if we refuse both types of remedy of the defect, the customer may, after setting a reasonable deadline for the replacement, withdraw from the contract, reduce the invoice amount and/or claim compensation. The right to reduction is inadmissible unless there is a significant defect, a defect was fraudulently concealed or relates to a guaranteed characteristic.
Rectifications on the part of the customer or third parties are excluded from liability unless we have been given the opportunity to rectify the defect. Only in compelling cases, in case of danger to operational safety, or to prevent extremely high damage (environmental damage), the customer is allowed to eliminate the defect himself or to have it eliminated by a third party and to demand reimbursement of necessary expenses from the manufacturer. In this case, we must be informed immediately.
Any exchange and/or re-storage of deliveries to which we agree shall be charged at a minimum of 10% of the value of the delivery or the actual costs incurred by us. Exchange or return shall only take place on proof of invoice or delivery note. The goods/services must also be returned in the same original packaging as delivered. Custom-made products and specially ordered parts are excluded from exchange.
Any claims for damages against us as well as against our suppliers/producers – except for those due to the absence of warranted specifications – for whatever legal reason shall be excluded unless there is intent or gross negligence.
This also applies to claims for damages due to non-fulfilment, but only to the extent that compensation for indirect or consequential damage is demanded, unless the liability is based on an assurance intended to protect the purchaser against the risk of such damage.
Any liability is limited to the damage foreseeable at the time of conclusion of the contract.
In any case, our liability under the German Product Liability Act (ProdHaftG) shall remain unaffected.
The buyer shall also indemnify us against claims for damages by third parties.
The above limitations of liability apply to merchants (§24 ABGB) as well as all legal entities under public law and a special fund under public law, unless otherwise expressly determined.
Unless otherwise agreed, claims for defects shall become time-barred one year after delivery/handover. This shall not apply if the law prescribes longer periods, e.g. in the case of fraudulent intent, intent, injury to life, limb or health, or in accordance with the German Product Liability Act (ProdHaftG).
Until the fulfilment of all claims to which we are entitled against the buyer for any legal reason now or in the future, we shall be granted the following securities, which we shall release on request at our discretion, as far as their value exceeds the claim by more than 20% on a sustained basis:
The goods/service shall remain our property until payment has been made in full; pledging or transfer of ownership by way of security is not permitted. The customer shall keep the goods/services in perfect condition until full payment has been made. If maintenance and inspection work must be carried out, the Purchaser shall carry this out in good time at its own expense. The customer shall insure the goods/services at his own expense in our favour against theft, breakage, fire, water and other damage. Proof shall be provided upon request.
In the event of access by third parties, in particular seizures, the buyer is obliged to point out our ownership and to notify us immediately to be able to enforce our right of ownership. Insofar as the third party is not able to reimburse us for the court and out-of-court costs of an action in accordance with § 771 of the German Code of Civil Procedure (ZPO), the buyer shall be liable for these.
In the event of breach of contract by the buyer – in particular delay in payment – we shall be permitted to take back the goods or, if applicable, to demand assignment of the buyer’s claims for restitution against third parties. The taking back or pledging of the goods by us does not constitute a withdrawal from the contract.
These General Terms and Conditions shall also apply to the companies affiliated with the customer within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) and shall be imposed on the affiliated companies by the customer.
These Terms and Conditions and the entire legal relationship shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
The customer is not entitled to transfer claims from this contract to third parties without our consent. $ 354 a HGB will remain unaffected.
We may use the client (including logo, brand) and the application as a reference unless the client justifiably disagrees.
The customer agrees that his data (contact data, communication data, responsible persons, form and dimension of his order, etc.) may be used by us for contract processing. These data may also be used by us for information purposes about our goods and services if they are commonly used with goods and services that the customer has procured from us.
Unless otherwise agreed, and except for the specified Incoterms®, 63110 Rodgau (registered office) shall also be the place of jurisdiction for warranty claims. Nevertheless, we may sue the customer at the court of the customer’s domicile.
Should any provision in these terms and conditions or any provision within the scope of other agreements be or become invalid, this shall not affect the validity of all other conditions and agreements.
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