General Terms and Conditions of Sale
We confirm your order under the exclusive validity of our General Terms and Conditions of Sale valid on the date of receipt.
§1 Application
(1) These Terms and Conditions of Sale shall apply exclusively. We will not recognise any deviating or conflicting terms and conditions unless we have expressly agreed to them in writing.
(2) These Terms and Conditions of Sale shall also apply to all future transactions between the parties and even if we carry out the delivery of the goods in the knowledge of deviating or conflicting terms and conditions.
(3) These General Terms and Conditions of Sale shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB (German Civil Code)
§2 Offer, Acceptance
(1) If the order constitutes an offer within the meaning of § 145 BGB, we are entitled to accept it within a period of two weeks.
§3 Prices, Payment
(1) Our prices are ex works, plus the respective statutory value added tax and excluding the costs for packaging, unless expressly agreed otherwise.
(2) The net purchase price is due for payment within 30 days of the invoice date. After the due date, default interest of 8% above the respective base interest rate p.a. shall be charged. We reserve the right to assert further claims for damages caused by default.
§4 Offset, Retention
(1) The Buyer shall only be entitled to set off insofar as his counterclaims are undisputed or have been recognized by declaratory judgement. The Buyer shall only be entitled to assert rights of retention based on counterclaims arising from the same contractual relationship.
§5 Delivery
(1) Delivery is subject to the timely and proper fulfilment of the Buyer’s obligations. The defense of non-performance of the contract remains reserved.
(2) In the event of default of acceptance or other culpable breach of duties to co-operate on the part of the Buyer, we shall be entitled to compensation for the resulting damage, including any additional expenses. We reserve the right to assert further claims. In this case, the risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer at the time of default of acceptance or other breach of duties to co-operate.
§6 Transfer of risk, dispatch
(1) When the goods are dispatched, the risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the time of dispatch.
§7 Retention of Title
(1) The goods shall remain our property until all payments have been received in full. In the event of breach of contract by the Buyer, including default of payment, we shall be entitled to take back the goods.
(2) The Buyer shall treat the goods with care, insure them appropriately and, if necessary, maintain them.
(3) If the purchase price has not been paid in full, the buyer must inform us immediately in writing if the goods are encumbered with third-party rights or exposed to other third-party interventions.
(4) The Buyer shall be entitled to resell the goods subject to retention of title in the ordinary course of business. In this case, however, he hereby assigns to us all claims arising from such a resale, regardless of whether this takes place before or after any processing of the goods delivered under retention of title. Irrespective of our right to collect the claim ourselves, the purchaser shall remain authorized to collect the claim even after the assignment. In this context, we undertake not to collect the claim as long as and insofar as the buyer fulfils his payment obligations, no application for the opening of insolvency or similar proceedings has been filed and there is no suspension of payments.
(5) Insofar as the above securities exceed the secured claim by more than 10 %, we are obligated, upon our choice, to release such securities upon the buyer’s request
§8 Warranty
(1) The precondition for any warranty rights of the buyer is the proper fulfilment of all inspection and complaint obligations owed according to § 377 HGB (German Commercial Code).
(2) Warranty claims can be asserted within 24 months of the transfer of risk.
(3) In the event of faults of the goods, the buyer is entitled to subsequent fulfilment in the form of rectification of the fault or delivery of a fault-free item. If the subsequent fulfilment fails, the buyer is entitled to reduce the purchase price or to withdraw from the contract.
§9 Liability
(1) In the event of wilful intent or gross negligence on our part or on the part of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions; likewise in the event of culpable breach of material contractual obligations. Insofar as there is no intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
(2) Liability for culpable injury to life, the body or health and liability under the Product Liability Act shall remain unaffected.
(3) Unless expressly regulated otherwise above, our liability is excluded.
§10 Applicable law, Jurisdiction
(1) This contract is subject to the law of the Federal Republic of Germany (excluding the UN Convention on Contracts for the International Sale of Goods).
(2) The place of fulfilment and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is (Münster/Westf.).