§ 1 General
1. The following general terms and conditions are part of all our offers and contracts for deliveries and services.
2. Deviating agreements and conditions, in particular purchasing conditions, are only binding for us if they are confirmed by us in writing.
§ 2 Contracts
1. We basically adhere to offers for a period of four weeks bound; however, this binding effect exists exclusively for written offers. The period begins on the date specified on our offer.
2. Unless expressly agreed in writing, the exam of the correctness, completeness and regularity of the documents handed over to us by the customer is not one of our contractual obligations.
3. Minor or technically not disadvantageous deviations cannot be objected to provided that the usability and economic viability are not considerably impaired are.
4. If the customer deviates from our written offer when ordering or if he orders on the basis of an oral offer, the contract is only concluded with our written confirmation.
5. In the case of offers by the customer are we entitled, to be accepted in writing this offer within a period of fourteen days. The period begins with the receipt of this offer.
6. If two letters of confirmation that contain deviating provisions cross each other, ours is deemed to have been agreed.
7. The seller reserves the right to correct an offer that has already been submitted if it contains errors.
§ 3 Prices and terms of payment
1. Prices are only binding for us if they have been declared and confirmed by us in writing.
2. The prices declared in writing are plus the legally standardized value added tax plus costs for storage and transportation. VAT is not levied on intra-community deliveries (reverse charge procedure) or deliveries to third countries. Customers from EU countries are obliged to provide their VAT ID number.
For services not listed in the offer, the prices in our general price list apply when the order is placed.
3. If the fixed costs increase for deliveries and services that are to be provided later than two months after the conclusion of the contract, e.g., by increasing the wages, salaries, material and electricity prices, changes to existing ones or introductions of new public charges etc. by more than 5%, we are justifies to increase our prices accordingly. This right to increase also exists if, for reasons for which the customer is responsible, a service can only be carried out after the two-month period has expired.
If the adjustment of the prices for the aforementioned reasons leads to an increase of more than 15% for the customer, the customer has the right to withdraw from the contract.
This right of withdrawal is excluded if the service can only take place after the expiry of the two-month period for reasons for which the customer is responsible.
4. In the event of default in payment or protest of a check or bill of exchange, we are entitled to make further deliveries to the customer only against prepayment and to make all outstanding invoice amounts due immediately. Against the return of bills of exchange accepted on ac-count of performance, we require cash payment or a security deposit. If against the customer have been opened against or if the customer has filed an application to open insolvency proceedings, we are also entitled to withdraw from the contract and to demand the surrender of our deliveries and services.
5. If our deliveries and services extend over a period of more than one month, we are entitled to issue partial or partial invoices according to the progress of the project.
§ 4 Right of set-off and retention
Offsetting against counterclaims is only permitted insofar as the customer’s claims are undisputed, legally established or ready for decision. The same requirements apply to the custom-er’s exercise of rights of retention. If the customer is a consumer, the right of retention is not restricted if the customer claimed it up from the same contractual relationship.
§ 5 Delivery and Transfer of Risk
1. The delivery time is primarily based on the agreement made in writing with the customer. In the absence of such an agreement, a delivery time of at least five weeks from the order placement is deemed to have been agreed. However, we are entitled to provide the contractual service beforehand; the customer must be informed about this. The start of the delivery period assumes the receipt of all documents and components to be supplied by the customer, the necessary permits, releases, and the timely clarification and approval of the plans.
2. If we fail to adhere to the delivery deadline set out in Section 5 (1), the customer is obliged to set us a reasonable deadline for subsequent delivery. The period begins on the day on which we receive the customer’s declaration. Contractual penalties for exceeding the delivery deadlines are not agreed upon at our expense.
3. Industrial disputes or unforeseeable extraordinary events, such as sovereign measures, traffic disruptions, disruptions to operations due to natural events, natural disasters, pandemics, force majeure, significant failure of employees and machines, release us for the duration of their effects or in the event of impossibility full of the obligation to perform. This also applies if these disruptions occur during an already existing delay. The customer must be informed of the beginning and end of such obstacles as soon as possible.
4. If the customer withdraws from the contract in compliance with Clauses 5.2 and 5.3, we are entitled to remuneration for the partial services already provided.
5. In the event that delivery and service deadlines are exceeded, claims for damages against us are excluded, unless we are guilty of wilful intent or gross negligence; Otherwise, § 11 of our general terms and conditions applies.
6. The place of performance for the contractual obligations incumbent on us is our company headquarters, unless otherwise agreed in writing with the customer. If delivery is requested, the customer bears the risk. In this case, delivery is made to the agreed location requested by the customer; in the case of shipment, the risk is transferred to the customer who is not a consumer when the goods are handed over to the forwarding agent, carrier or other person who is responsible for the shipment.
§ 6 Retention of title
1. We reserve title to the delivered item until all claims from the delivery contract have been paid in full. As long as ownership has not yet passed to him, the buyer is obliged to treat the purchased item with care. If maintenance and inspection work has to be carried out, the buyer must carry this out in good time at his own expense. As long as ownership has not yet passed, the buyer must notify us immediately in writing if the delivered item is seized or ex-posed to other interventions by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO (German law), the buyer is liable for the loss we incur.
2. The buyer who is not a consumer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns the purchaser’s claims from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT with reference to § 3.2). This assignment applies regardless of whether the purchased item has been resold without or after processing. The buyer remains authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains un-affected. However, we will not collect the claim as long as the buyer meets his payment obli-gations from the proceeds received, is not in default of payment and, in particular, no applica-tion has been made to open insolvency proceedings or payments have been suspended. The treatment, processing, or transformation of the purchased item by the buyer, who is not a consumer, always takes place in our name and on our behalf. In this case, the buyer’s entitlement to the purchased item continues with the remodeled item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that the purchaser’s item is to be regarded as the main item, it is agreed that the buyer shall transfer proportional co-ownership to us and keep the sole ownership or co-ownership for us. In order to secure our claims against the buyer, the buyer also assigns to us such claims that accrue to him against a third party through the connection of the reserved goods with a property; we already accept this assignment. We undertake to release the securities to which we are entitled at the request of the buyer, insofar as their value exceeds the claims to be se-cured by more than 20%; the selection of the collateral is incumbent on us.
§ 7 Acceptance
1. In the case of work contract services owed by us, a formal acceptance of our service takes place as being in accordance with the contract in those cases in which this has been agreed in writing with the customer.
2. In all other cases, our work contract performance is deemed to have been accepted in accordance with the contract fourteen days after notification of completion, unless the customer objects to acceptance within this period. This also applies to partial services.
§ 8 Notification and Notification Obligations
1. Upon acceptance of the goods, the customer is obliged to check them for defects. If there is a defect, he has to report it within 24 hours, in writing and images.The period begins with the receipt of the goods. We reject any liability for the transport, as this is a third-party service. In the event of negligence, however, we will take the necessary steps. Hidden flaws that only become apparent later must be reported to us within 5 working days of being recognized by the customer. In the event of a breach of the duty to examine and notify, our performance is deemed to have been approved with regard to the defect in question.
2. If the purchase is a commercial transaction for both parties, §§ 377, 381 II HGB (German law) apply.
§ 9 Warranty for contracts for work and services
1. The work performance is carried out by us in accordance with the general rules of technol-ogy in compliance with statutory and official regulations.
2. If the subject of the contract does not have the agreed quality or is otherwise subject to a material defect, the customer has the rights described in sections 3 to 5 below. Section 640 (2) BGB (German law) remains unaffected. Our declarations regarding the quality of the subject matter of the contract do not contain a special guarantee from which additional rights may arise.
3. Production defects (excluding wearing parts, see also § 10.1) in the subject matter of the contract will be remedied by us within a period of one year from acceptance. If the customer is a consumer, the statutory limitation periods apply. The supplementary performance takes place at our option by removing defects or manufacturing a new subject matter of the con-tract. Liability for material defects is excluded, however, if the customer makes changes or interventions in the subject matter matter of the contract, unless the customer can prove that his changes or interventions were not the cause of the material defect.
4. If the defect cannot be remedied within a reasonable period of time, or if the repair or re-placement delivery is to be regarded as having failed for other reasons, the customer can, at his option, request: reduction of the remuneration (reduction), remedy the defect himself and demand reimbursement of the necessary expenses or withdraw from the contract.
A failure of the rework can only be assumed if we have been given sufficient opportunity for rework or replacement delivery without the desired success being achieved, if rework or re-placement delivery is impossible, if it is refused or unreasonably delayed by us or if there is a reasonable doubt exists about the chances of success or if it is unreasonable for other reasons. In the case of only a minor lack of conformity, in particular only minor defects, the customer has no right of withdrawal.
5. Clause 11 of our general terms and conditions also applies to claims for damages by the customer in the event of defects.
§ 10 Warranty for sales contracts
1. If the subject of the contract does not have the agreed quality or otherwise has a material defect, the customer has the rights described in paragraphs 2 to 4 below. Section 442 BGB (German law) remains unaffected. Our declarations regarding the nature of the subject matter of the contract do not contain a special guarantee from which additional rights may arise. There are no warranty claims for wearing parts of the gap seals supplied by us. Such wearing parts are in particular the sealing parts that are subject to constant wear.
2. Defects in the subject matter of the contract will be remedied by us in the case of movable items within a period of one year starting with delivery. If the customer is a consumer, the statutory limitation periods apply. If the customer, as a consumer, has acquired a movable, used item from us, a limitation period of one year, beginning with the delivery, is agreed. The supplementary performance takes place at the customer’s option by removing defects or manufacturing a new subject matter of the contract. Liability for material defects is excluded, however, if the customer makes changes or interventions in the subject matter of the con-tract, unless the customer can prove that his changes or interventions were not the cause of the material defect.
3. If the defect cannot be remedied within a reasonable period of time, or if the repair or re-placement delivery is to be regarded as having failed for other reasons, the customer can, at his option, request: reduction of the remuneration (reduction) or withdraw from the contract. A failure of the rework can only be assumed if we have been given sufficient opportunity for re-work or replacement delivery without the desired success being achieved, if rework or re-placement delivery is impossible, if it is refused or unreasonably delayed by us or if there is a reasonable doubt exists about the chances of success or if it is unreasonable for other reasons. In the case of only a minor lack of conformity, in particular only minor defects, the customer has no right of withdrawal.
4. Clause 11 of our general terms and conditions also applies to claims for damages by the customer in the event of defects.
§ 11 Claims for damages in the case of purchase and work contracts
1. We exclude our liability for slightly negligent breaches of duty, provided that these do not concern essential contractual obligations, damage from injury to life, limb, or health or guarantees or claims under the Product Liability Act are affected. The same applies to breaches of duty by our legal representatives and vicarious agents. In the event of a slightly negligent breach of essential contractual obligations, our liability is limited to the amount of typical fore-seeable damage. Liability for indirect damage and consequential damage is excluded in this case.
2. In the case of contracts for work and services, claims for damages expire one year from the date of acceptance, in the case of sales contracts in one year from the time of delivery of the item. If the customer is a consumer, the statutory limitation periods apply. If the customer has purchased a movable used item from us, a limitation period of one year is agreed.
§ 12 Place of fulfilment and place of jurisdiction
1. The place of performance for all contractual obligations is the location of our commercial headquarters.
2. The place of jurisdiction for merchants is also the location of our commercial headquarters.
§ 13 Other agreements
1. Should one of the agreements made violate a statutory prohibition or be legally ineffective for any other reason, the effectiveness of the remaining provisions will not be affected.
2. The law of the Federal Republic of Germany applies exclusively, unless a different written agreement has been expressly made in individual cases.