Terms & Conditions
Terms & Conditions
§1 Validity of the conditions / conditions of validity
The deliveries, services and offers of the seller are made exclusively on the basis of these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed again.
The deliveries, services and quotations made by the seller are affected solely on the basis of terms and conditions of trade. There shall also be valid for all future business relations, even if these have not been explicitly agreed upon once again.
§2 Conclusion of contract
1. Offers contained in brochures, advertisements, etc. are subject to change and non-binding, including with regard to price information. The seller is bound to specially prepared offers for 30 calendar days.
2. The buyer is bound to his order for six weeks. Orders require the written confirmation of the seller to be legally effective. If the seller does not refuse acceptance within four weeks of receipt of the order, the confirmation is deemed to have been given.
3. Subsidiary agreements, changes and additions are only valid if the seller confirms them in writing. The same applies to the assurance of properties.
4. The designations and specifications defined when the contract was concluded represent the technical status at that time. The seller expressly reserves the right to make design changes for deliveries within the scope of this contract, provided these changes are not of a fundamental nature and the contractual purpose is not significantly restricted.
1. Offers made in prospectuses, advertisements etc. are subject to change without notice and without obligation - also with respect to prices given. For quotations which have been drawn up individually, the seller is under obligation for 30 calendar days.
2. The purchaser is bound by his order for six weeks. Orders are only legally effective if they have been confirmed in writing by the seller. If the seller has not rejected acceptance within 4 weeks of having received the incoming order, this shall serve as a valid confirmation.
3. The designations and specifications set forth at the time of concluding the contract represent the technical standard at this point in time. The seller explicitly reserves the right to make alterations in the constructions for deliveries included within the scope of this contract, in so far as these alterations are not of a fundamental nature and the purpose intended by the contract is not substantially limited.
§3 Contracts of purchase
The contracts between seller and buyer are sales contracts. The mutual obligations result exclusively from the following provisions, which are not affected by the buyer's financing agreements with third parties. In particular, the buyer's payment obligations remain in full. This also applies if the seller has mediated financing agreements.
The contracts made between the seller and purchaser are contracts of purchase. The obligations on the part of both parties result solely from the following provisions which are not affected by the purchaser's financing agreements made with a third party; above all, the purchaser's obligation to fulfill payment continues to apply to the full amount. This is also valid if the seller has acted as an intermediary for financing agreements.
§4 Prices, Price Changes / Prices, Price alterations
1. All prices are net prices without sales tax, which the buyer has to pay in addition at the respective statutory rate.
2. If no special agreements have been made, we send to the best of our judgment to the specified delivery address on behalf of and at the expense of the buyer, ie the delivery is made at the expense of the customer, freight collect, duty unpaid, uninsured and unloaded.
3. If there are more than six months between the conclusion of the contract and the agreed and/or actual delivery date, the seller's prices valid at the time of delivery or provision shall apply.
1. All prices are net prices not including the purchase tax, which the purchaser has additionally to pay to the respective amount stipulated by law.
2. If no special agreements have been made, we supply, to the best of our judgment, to the given delivery address, by order and at the cost of the purchaser, ie, the delivery is effected at the cost of the buyer, unfree , duty unpaid, non-insured and non-unloaded.
3. In so far as the time between concluding the contract and the agreed and/or actual date of delivery exceeds six months, then the seller's prices valid at the time of delivery or availability are valid.
§5 Delivery times
1. The seller endeavors to meet the specified deadlines. However, the specified delivery time is not guaranteed.
2. The duration of the grace period to be set by the buyer by law is set at six weeks, which begins when the seller receives the grace period.
3. The buyer can only claim damages due to non-performance if the seller or his vicarious agents have caused the damage intentionally or through gross negligence.
4. If the buyer does not make use of the above right, he is not entitled to any claims for damages resulting from non-compliance with any delivery dates.
5. The extended liability according to §287 BGB is excluded.
6. Partial deliveries are permitted.
1. The seller endeavors to adhere to the delivery times stipulated. However, the stipulated delivery time is not guaranteed.
2. The period for a final deadline to be legally fixed by the purchaser is six weeks, commencing with the seller's receiving information of this final deadline being set.
3. Compensatory damages for no fulfillment can only be claimed by the purchaser if the seller, or those assisting him, have caused the damages with intent or through gross negligence.
4. Should the purchaser make no avail of the above right, he is not entitled to make any claims for compensatory damages due to the no fulfillment of any delivery dates.
5. The extended liability according to 287 BGB (German Civil Code) is excluded.
6. Partial deliveries are permitted.
§6 Shipping and transfer of risk / Dispatch and passes of the risk
1. The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport. If shipping is delayed at the request of the buyer, the risk passes to him upon notification of readiness for shipping. The seller is not obliged to insure deliveries in the name and for the account of the customer.
The risk passes over to the purchaser as soon as the consignment has been passed over to the person carrying out the transportation. If the dispatch is delayed at the purchaser's request, the risk passes over to him upon his being informed of the readiness of shipment. The seller is not obligated to ensure deliveries in the name of and for the customer's account.
§7 Warranty and liability Warranty and liability
1. If the delivery item is defective or lacks guaranteed properties or if it becomes defective within the warranty period due to manufacturing or material defects, the seller will deliver a replacement at his option, excluding other warranty claims of the buyer - in particular excluding any consequential damage.
2. The warranty period is two years and begins on the date of the legal relationship for both parties, at the option of the seller, the District Court of Delivery, but taking into account §6, Item 1.
3. The buyer must inspect the shipment immediately upon arrival for any damage caused in transit and immediately notify the seller of any damage or loss by means of a declaration of fact from the carrier or an affidavit signed by two witnesses and by the customer. In addition, the seller must be notified of obvious defects in writing immediately, but no later than within two weeks of delivery. The defective delivery items are to be kept ready for inspection by the seller in the condition in which they were at the time the defect was discovered. A breach of the above obligations excludes any warranty claims against the seller.
4. If the replacement delivery fails after a reasonable period of time, the buyer can choose to demand a reduction in payment or cancellation of the contract.
5. The seller is available to the buyer to the best of his knowledge to provide information and advice on the use of his products. However, he is only liable for this in accordance with the following paragraph if a special fee has been agreed for this.
6. Claims for damages due to impossibility of performance, non-performance, positive breach of contract, culpa in contrahendo and tort are excluded both against the seller and against his vicarious agents or vicarious agents, unless the damage was caused intentionally or through gross negligence.
1. If the object of delivery is defective or if guaranteed qualities are lacking, or if it becomes defective within the guarantee period due to shortcomings in manufacture or materials, the seller delivers a replacement of his option, excluding any other guarantee claims on the part of the purchaser – excluding, in particular, any consequential damages.
2. The period of guarantee is two years and commences upon the date of delivery, taking however, 6 sect.1 into consideration.
3. The purchaser must inspect the consignment immediately upon arrival for any damage caused by transport and inform the seller at once of any damages or losses by way of statement of the facts by the forwarding agent, or a declaration in lieu of an oath which must be signed by two witnesses and the customer. In addition, the seller must be informed of any evident defects in writing immediately, at the latest however, within two weeks of the delivery. The faulty goods delivered are to be kept in the condition they were in at the time when the defects were discovered for the seller to inspect. Contravention against the above obligations rules out any warranty claims made to the seller.
4. If the replacement delivery falls within a reasonable period of time, the purchaser can demand either a reduction in payment or cancellation of the contract, at his option.
5. The seller places himself available to the purchaser for offering him information and advice on the use of his products to the best of his knowledge. He is, however, only liable for his pursuant to the following paragraph if a particular fee has been agreed upon for this.
6. Claim for damages due to impossibility of performance, non fulfilment, breach of an obligation other than by delay or impossibility, due to culpa in contrahendo and due to unauthorized handling is ruled out both against the seller and against his persons employed in performing the obligation or vicarious agents, respectively, unless the damage has been caused with intent and gross negligence.
§8 Retention of title / reservation of proprietary rights
1. The seller reserves the right until all (including balance) claims to which the seller is entitled against the buyer for any legal reason now or in the future have been met
ownership of the delivered goods (reserved goods). The buyer may not dispose of the reserved goods.
2. In the event of access by third parties - in particular bailiffs - to the goods subject to retention of title, the buyer will point out the ownership of the seller and notify the seller immediately. Costs and damages paid by the buyer.
3. In the event of breach of contract by the buyer - in particular default in payment - the seller is entitled to take back the goods subject to retention of title at his own expense. The taking back and seizure of the goods subject to retention of title by the seller does not constitute a withdrawal from the contract, unless the installment law applies. The goods remain the property of the seller. Processing or transformation is always carried out for the seller as the manufacturer, but without any obligation for him. If the seller's (co-)ownership expires as a result of amalgamation, it is already agreed that the buyer's (co-)ownership of the uniform item shall be transferred to the seller in proportion to the value (invoice value). The buyer keeps the (joint) property of the seller free of charge. Goods to which the seller has (co-)ownership are referred to below as reserved goods. The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges and assignments as security are not permitted. The buyer hereby assigns the claims arising from the resale or any other legal reason (insurance, tort) with regard to the goods subject to retention of title (including all current account balance claims) in full to the seller as security. The buyer is authorized to collect the claims assigned to the seller in his own name. The direct debit authorization can only be revoked if the buyer does not properly meet his payment obligations.
1. Until the fulfillment of all debts (also balance claims) due to which the seller is now or shall be entitled for any cause in law versus the purchaser, the seller reserves the right of ownership of the good delivered (conditional merchandise). The purchaser may not avail himself of the conditional merchandise.
2. In the case of the conditional merchandise being seized by a third party - in particular by a bailiff - the purchaser shall make reference to the seller's ownership of the property and inform the latter immediately. Costs and damages are borne by the purchaser.
3. In case of a breach of contract on the part of the purchaser - in particular a default in payment - the seller is entitled to take back the conditional merchandise at his cost. The withdrawal and also levy of execution on this conditional merchandise on the part of the seller does not mean cancellation of the agreement, unless the law on gradual payment is applicable.
The goods remain the property of the seller. Processing or transformation are always effected for the seller as manufacturer, however, without obligation on his part. If the (co-)ownership is discharged by way of adjunction, agreement is thus already made, that the purchaser's (co-)ownership of the unit object passes over to the seller on a pro rata basis of the value (invoice value).
The purchaser holds the seller's joint property in safe-keeping, without payment. Goods for which the seller is entitled to having (co-) ownership are referred to in the following as conditional merchandise. The purchaser is entitled to process and dispose of the conditional merchandise in the due course of business, as long as he is not in default. Pledging and transfer of ownership by way of security are not permitted. Claims arising from the resale or due to another cause in law (insurance, an illegal action) with regard to the conditional merchandise (including all balance claims from the current account) are already assigned to the seller now by the purchaser in their entirety for the sake of security. The purchaser is authorized to collect claims for payment in his own name which have been assigned to the seller. The authorization to collect can only be revoked if the purchaser does not duly meet his obligations to pay.
§9 Ban on assignment and offsetting / Covenant against assignment and contractual exclusion of set-off
The buyer is not entitled to offset his own claims that have not been legally established against claims of the seller. The buyer is also not entitled to assign such claims to third parties.
The purchaser is not entitled with his own non-legally asserted claims to discharge those of the seller by way of counterclaim. Neither is the purchaser entitled to assign such claims to a third party.
1. Sales staff and technical staff are not authorized to collect in cash. Payments with a discharging effect can only be made directly to the seller or to a bank account specified by him.
2. Seller's invoices are to be paid according to special agreements.
3. The seller expressly reserves the right to refuse checks or bills of exchange. Acceptance is always only as payment. Discount and bill of exchange charges are at the expense of the buyer and are due immediately.
4. Under the waiver of §366, 367 BGB and despite a different provision of the purchase, the seller determines which claims are fulfilled by the payment of the buyer.
5. If the buyer is in default, the seller is entitled to charge interest at the rate charged by the commercial banks for open overdrafts - but at least 4 % above the Bundesbank discount rate - plus sales tax. Interest is due immediately.
6. If the customer does not meet his payment obligations, in particular does not cash a check or bill of exchange or stops making payments, or if the seller becomes aware of other circumstances that call into question the creditworthiness of the buyer, the seller is entitled to claim the entire remaining debt even if he has accepted bills of exchange or checks. In this case, the seller is also entitled to demand advance payments or security deposits with regard to all other contracts, as well as to withdraw from these contracts after a reasonable period of grace or to demand compensation for non-performance.
7. The buyer is only entitled to offset if the counterclaim is undisputed or has been legally established.
1. Sales personnel and technical personnel are not authorized to collect bills in cash. Payments having the effect of a full discharge can only be effected directly to the seller or transferred to a bank account named by him.
2. Invoices of the seller are payable as per special agreement.
3. The seller explicitly reserves the right to refuse to accept checks or bills of exchange. The acceptance is only ever affected as payment. Discount charges and the cost of bills of exchange go to the account of the purchaser and are immediately due.
4. Under the elimination by agreement of 366, 367 BGB and notwithstanding other differing provisions of sale, the seller determines which claims are fulfilled by the purchaser's payment.
5. If the purchaser is in default, the seller is authorized to charge interest to the amount of the interest rate on overdraft charged by commercial banks - at least, however, 4% above the discount rate of the Federal Bank - plus purchase tax interest is due immediately.
6. If the customer does not meet his obligations of payment, especially if he does not honor a check or bill of exchange or discontinues his payments, or if the seller becomes aware of other circumstances which question the purchaser's credit worthiness, the seller is entitled to make the entire residual debt due and payable, even if he has discounted bills of exchange or cheques. In case the seller is additionally entitled to demand advance payments and security deposit with regard to all other agreements, and also, after adequate additional time, to withdraw from these agreements or demand compensation for damage due to non-fulfilment.
7. The purchaser is only entitled to set off if the counterclaim is uncontested or is found by court to be final and absolute.
§11 Place of performance, place of jurisdiction and partial invalidity / place of performance, place of jurisdiction and partial invalidity
1. Place of fulfillment is Überlingen. If the buyer is a registered trader, a legal entity under public law or a special fund under public law, the place of jurisdiction for any disputes arising from the contracts and related legal relationships is agreed for both parties at the discretion of the seller, Überlingen or the Constance District Court. The same applies if the domicile or habitual abode of the buyer is unknown at the time the action is filed. In all other cases, the jurisdiction of the district court of Überlingen is agreed for the judicial dunning procedure (§§688 ff ZPO).
2. Should one or more of the above provisions be or become invalid, the validity of the remaining provisions will not be affected. The ineffective provision is to be replaced by an effective one that realizes the economic purpose pursued with it as far as possible.
3. The headings only serve to provide a better overview and have no material meaning, especially not that of a final regulation.
4. The law of the Federal Republic of Germany applies to the terms and conditions and the entire legal relationship between the contractor and the customer. Jurisdiction and place of performance is exclusively and independent of the amount of the item value Überlingen.
1. The place of performance is Ueberlingen. In so far as the purchaser is a fully qualified merchant, legal patch of public law, or a special public/legal fund, the “Amtsgericht” (regional court) In Ueberlingen, or the “Landgericht” (district court) of Constance are agreed upon for both parties at the seller's option in the case of any disputes arising from the contracts and in the legal relationship thus existing in this connection. The same is valid if at the time of instituting an action, the place of residence or habitual abode of the purchaser is unknown. In all other cases, the jurisdiction of the district court in Ueberlingen is agreed upon far the legal summary proceedings for recovering a debt or liquidated demand (688 ff. ZPO /code of civil procedure).
2. Should one or more of the afore-mentioned provisions be or become inoperative, the validity of the others is not affected thereby. The inoperative provision is to be replaced by one that is valid, and which realizes the economic purpose intended as far as is possible.
3. The headings serve only for a better outline and have no material significance, especially not that of a conclusive regulation.
4. The laws of the Federal Republic of Germany shall apply to the terms and conditions of business as well as all legal relations between the seller and the ordering party. Place of jurisdiction and place of performance shall be Ueberlingen, exclusively and irrespective of the amount of the substance of the action.