Dresdener Str. 3, D-32423 Minden
1. These Terms and Conditions of Sale shall apply to any transaction. We only acknowledge any conditions of the ordering party that conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing.
2. These terms and conditions of sale also apply to all future transactions with the Purchaser.
1. If an order is to be regarded as an offer in accordance with § 145 of the German Civil Code (BGB), we can accept it within two weeks.
2. The Customer may not cancel orders confirmed by us unless we agree in writing.
We reserve ownership and copyright in all documents, such as calculations, drawings, etc., which are provided to the Purchaser in connection with the awarding of the order. These documents may not be made available to third parties unless we give our express written consent to the Purchaser. If we do not accept the Purchaser’s offer within the period of § 2, these documents must be returned to us without delay.
1. Our prices are ex works and are exclusively for packaging and plus VAT in the valid amount. Packing costs are invoiced separately.
2. The deduction of cash discount is only permitted with a special written agreement.
3. Interest on arrears shall be calculated at a rate of 8 % above the respective basic interest rate per annum. We reserve the right to assert a higher damage caused by delay.
4. Unless a fixed price agreement has been entered into, reasonable price changes due to changes in labor, material and distribution costs for deliveries that occur 3 months or later after the conclusion of the contract are reserved.
The ordering party shall only be entitled to offset amounts if its counterclaims have been legally established or are undisputed. The Purchaser is only authorized to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
1. The beginning of the delivery period indicated by us presupposes the timely and proper fulfillment of the Purchaser’s obligations. The defense of the unfulfilled contract remains reserved.
2. If the Purchaser is in default of acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage we incur in this regard, including any additional expenses. If the above conditions are met, the risk of loss or deterioration of the purchased item shall pass to the Purchaser at the time when the Purchaser is in default of acceptance or of the debtor.
1. We retain title to the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to recover the purchased item if the ordering party behaves in breach of contract.
2. The Purchaser is obligated to treat the purchased goods with care as long as ownership has not yet been transferred to him. In particular, it is obligated to insure them at its own expense against theft, fire and water damage at a sufficient price for new value. If maintenance and inspection work has to be performed, the ordering party shall perform it in good time at its own expense. As long as ownership has not yet been transferred, the Purchaser must notify us in writing without delay if the delivered item is attached or exposed to other third-party interventions. If the third party is unable to reimburse us for the legal and extrajudicial costs of an action pursuant to § 771 of the ZPO, the Purchaser shall be liable for the loss incurred by us.
3. The Purchaser is entitled to resell the Retained Goods in the ordinary course of business. The Purchaser assigns the Purchaser’s claims arising from the resale of the reserved goods to us already now in the amount of the final invoice amount (including VAT) agreed with us. This assignment applies regardless of whether the purchased item has been resold without or after processing. The Purchaser remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we will not collect the claim as long as the ordering party fulfills its payment obligations arising from the revenue received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been submitted or there is a cessation of payment.
4. The Purchaser shall always process and/or install or modify the purchased item by name and on behalf of us. In this case, the Purchaser’s right of expectation in respect of the purchased item shall continue in respect of the converted item. If the purchased item is processed with other items not belonging 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 to 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 deemed agreed that the Purchaser transfers co-ownership to us in proportion and stores the resulting sole or co-ownership for us. In order to secure our claims against the Purchaser, the Purchaser also assigns to us such claims which arise from the connection of the Retained Goods with a property against a third party; we already accept this assignment.
5. We undertake to release the securities to which we are entitled at the request of the Purchaser, insofar as their value exceeds the claims to be secured by more than 20%.
1. Warranty rights of the Purchaser require that the Purchaser has duly fulfilled its obligations to investigate and to complain in accordance with § 377 HGB.
2. Claims for defects lapse within 12 months of the passing of risk of the goods delivered by us at our ordering party. When selling used goods, the warranty period is completely excluded. The above provisions do not apply if the law mandatorily prescribes longer periods in accordance with § 438 (1) No. 2 BGB (buildings and items intended for buildings), § 479 (1) BGB (recourse claim) and § 634a (1) BGB (construction defects). Our consent must be obtained before any return of the goods.
3. If the delivered goods show a defect which was already present at the time of the transfer of risk, we will, subject to a notice of defects within the stipulated period, repair the goods or deliver replacement goods at our option. We must always be given the opportunity to rectify the situation within a reasonable time.
4. Claims for defects do not exist in the case of only a negligible deviation from the stipulated quality, in the case of only a negligible impairment of usability, in the case of natural wear and tear, as in the case of damage that arises after the passing of risk as a result of faulty or negligent treatment, excessive stress, unsuitable equipment, defective construction work, unsuitable building ground or due to special external influences that are not required by the contract. If the Purchaser or third parties perform improper repair work or changes, there are likewise no claims for defects for these and the consequences arising therefrom.
5. No warranty shall be given to the goods provided by the Purchaser, including any damage caused by the goods provided by the Purchaser. Any costs incurred by the verifier in the event of a dispute shall be borne by the Purchaser.
6. Claims of the Purchaser for the expenses necessary for the purpose of the supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us were subsequently taken to a place other than the Purchaser’s place of business, unless the transfer corresponds to their intended use.
7. The Purchaser’s right of recourse against us shall exist only insofar as the Purchaser has not entered into any agreements with its customer that go beyond the legally mandatory claims for defects.
1. This contract and the entire legal relationships of the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance and exclusive jurisdiction and for all disputes arising from this contract is our registered office.
3. All agreements made between the parties for the purpose of executing this contract must be in writing, this also applies to the modification of the written form requirement.
4. Should individual provisions of this agreement be or become invalid or contain a loophole, the remaining provisions remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision which comes closest to the economic purpose of the invalid provision or fills this gap.