§ 1 Scope of application
(1) These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities, and
persons under public law or special funds under public law within the meaning of § 310
Paragraph 1 BGB. Any terms and conditions of sale that conflict with or deviate from ours
We only recognise the customer's terms and conditions if we expressly agree to their validity in writing.
(2) These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser, insofar as
the transactions are of a related nature
(3) The following General Terms and Conditions in the respective version shall apply exclusively.
version at the time of the order. Sufficient for the applicability of the General
Terms and conditions is the reference to the retrievability on the Internet, provided that corresponding
retrievability is also made technically possible.
§ 2 Offer and conclusion of contract
(1) Insofar as an order is to be regarded as an offer in accordance with § 145 of the German Civil Code (BGB), we shall be entitled to
accept the order within two weeks. The contract shall only be concluded if the purchaser has received an
written acceptance of the offer is available. Verbal agreements and ancillary agreements shall only have
shall only be valid if they have been confirmed by us in writing.
(2) Photographs and information from our website are subject to change.
(3) Offers on our part that do not include a deadline for acceptance are non-binding. Offers
on our part shall only be made with reference to these General Terms and Conditions of Business.
submitted. By accepting the offer, the Purchaser also declares its agreement with the
these General Terms and Conditions.
(4) The same provisions shall apply to the documents submitted with the tender as under
§ 3 Documents handed over
All documents made available to the customer in connection with the placing of the order, such as
z. e.g. calculations, drawings, etc., we reserve the property rights and copyrights.
These documents may not be made accessible to third parties unless we have given the
our express written consent. Insofar as we do not accept the offer of the
within the period of § 2, these documents shall be returned to us without delay.
§ 4 Prices and payment
(1) Unless otherwise agreed in writing, our prices shall be ex works excluding
Packaging, other ancillary costs (such as insurance/customs/taxes) and plus VAT
in the respective valid amount. Packaging costs will be invoiced separately.
(2) Payment of the purchase price shall be made exclusively to the bank account specified in our order confirmation.
account. The deduction of a discount is only permissible with a special written agreement.
(3) In the case of the supply of wearing and spare parts as well as the provision of services
(e.g. assembly work), the invoice amount is due and payable net immediately upon receipt of the invoice.
(4) Unless otherwise agreed, the purchase price shall be payable upon receipt of the delivery.
Default interest shall be charged at a rate of 8 % above the respective base interest rate p.a..
We reserve the right to claim higher damages for delay.
(5) Unless a fixed price agreement has been reached, reasonable price changes due to
changed labour, material and distribution costs for deliveries made 3 months or later after
The right to withdraw from the contract is reserved.
(6) If an unfavourable financial situation of the Purchaser becomes known before or after the dispatch of the
we shall be entitled to demand immediate payment in full or sufficient security or, if
this request is not complied with without delay, while maintaining our
claim compensation for our expenses and damages and withdraw from the contract.
§ 5 Offsetting and rights of retention
The customer shall only have the right to offset if his counterclaims are legally binding.
have been established or are undisputed. The purchaser is only entitled to exercise a right of retention
insofar as his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
(1) The start of the delivery period stated by us shall be subject to the punctual and proper
fulfilment of the purchaser's obligations. The defence of non-fulfilment of the contract remains
(2) If the customer is in default of acceptance or culpably violates other duties to cooperate,
we shall be entitled to claim for the damage incurred by us in this respect, including any
to demand compensation for additional expenses. We reserve the right to assert further claims.
If the above conditions are met, the risk of accidental loss or damage shall pass to the customer.
of an accidental deterioration of the object of sale shall pass to the customer at the point in time at which
the latter is in default of acceptance or debtor's delay.
(3) We shall be liable in the event of a delay in delivery not caused by us intentionally or through gross negligence.
for each completed week of delay within the framework of a lump-sum compensation for delay in the amount of
of 1.5 % of the delivery value, but not more than 7.5% of the delivery value. By payment of the
lump-sum damages due to delay in delivery, all further rights shall be excluded.
of the orderer.
§ 7 Transfer of risk in case of shipment
If the goods are dispatched to the customer at the latter's request, the dispatch of the goods to the
the risk of accidental loss or damage at the latest when the goods leave the factory/warehouse.
accidental deterioration of the goods shall pass to the customer. This applies regardless of whether the
dispatch of the goods from the place of performance or who bears the freight costs.
§ 8 Retention of title
(1) We shall retain title to the delivered item until full payment of all claims.
claims from the delivery contract. This shall also apply to all future deliveries, even if we have
we do not always expressly invoke this. We are entitled to take back the object of sale,
if the Purchaser acts in breach of the contract.
(2) As long as the ownership has not yet passed to him, the purchaser shall be obliged to
to treat the object of purchase with care. In particular, he is obliged to protect them at his own expense against
Theft, fire and water damage to be adequately insured at replacement value (note: only
permissible in the case of the sale of high-value goods). Do maintenance and inspection work have to be carried out
the purchaser must carry these out in good time at his own expense. As long as the property
has not yet passed, the customer must notify us in writing without delay if
the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party
is not in a position to pay us the court and out-of-court costs of an action pursuant to § 771
ZPO, the customer shall be liable for the loss incurred by us.
(3) The customer is entitled to resell the reserved goods in the normal course of business.
entitled. The customer assigns the claims of the customer from the resale of the reserved goods to the
the amount of the final invoice amount agreed with us (including the invoice amount).
value added tax). This assignment shall apply irrespective of whether the object of sale is sold without or after
processing has been resold. The purchaser shall remain entitled to collect the claim even after the
authorised by the assignment. Our authority to collect the claim ourselves remains unaffected by this.
However, we shall not collect the claim as long as the customer has not fulfilled his payment obligations.
from the proceeds received, is not in default of payment and, in particular, has not
no application for the opening of insolvency proceedings has been filed or payments have been suspended.
(4) The processing or transformation of the object of sale by the customer shall always be in the name of the customer.
and on our behalf. In this case, the expectant right of the purchaser to the
the object of sale to the transformed object. Insofar as the object of sale is combined with other
If the goods are processed, we acquire co-ownership of the new item in the ratio of the value of the
objective value of our object of purchase to the other processed objects at the time of the
processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way
that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the
co-ownership to us on a pro rata basis and the sole ownership or co-ownership thus created shall be
co-ownership for us. In order to secure our claims against the purchaser, the
The purchaser shall also assign to us such claims as may accrue to him through the combination of the reserved goods with other goods.
a property against a third party; we already accept this assignment now.
(5) We undertake to release the securities to which we are entitled at the request of the customer,
insofar as their value exceeds the claims to be secured by more than 20 %.
§ 9 Warranty and notice of defects as well as recourse/manufacturer recourse
(1) Warranty rights of the Purchaser require that the Purchaser has fulfilled its obligations under § 377 HGB.
has duly complied with the inspection and complaint obligations owed.
(2) Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us.
goods with our customer. The foregoing provisions shall not apply insofar as the law pursuant to
§ 438 para. 1 no. 2 BGB (buildings and objects for buildings), § 479 para. 1 BGB
(right of recourse) and § 634a paragraph 1 BGB (construction defects) prescribes longer periods.
Our consent must be obtained before any goods are returned.
(3) If, despite all the care taken, the delivered goods show a defect which has already been
at the time of the transfer of risk, we shall return the goods to the buyer, subject to timely
If we are notified of a defect, we shall either repair the goods or deliver replacement goods at our discretion. We shall always be given the opportunity to
to provide supplementary performance within a reasonable period of time. Claims under a right of recourse shall not be affected by the
regulation shall remain unaffected without restriction.
(4) If the supplementary performance fails, the customer may - irrespective of any
claims for damages - withdraw from the contract or reduce the remuneration.
(5) Claims for defects shall not exist in the event of only insignificant deviation from the agreed
condition, in the case of only insignificant impairment of usability, in the case of natural wear and tear
or wear and tear as in the case of damage occurring after the passing of risk as a result of defective or
negligent handling, excessive strain, unsuitable operating materials, defective
construction work, unsuitable subsoil or due to special external influences, which
are not presupposed according to the contract. If the purchaser or a third party improperly
If repair work or modifications are carried out, these and the resulting
consequences shall also not give rise to any claims for defects.
(6) Claims of the Purchaser for expenses incurred for the purpose of subsequent performance,
in particular transport, travel, labour and material costs, are excluded insofar as the
expenses increase because the goods delivered by us were subsequently transported to a place other than the
the place of business of the customer, unless the transfer is in accordance with its purpose.
(7) The purchaser's right of recourse against us shall only exist to the extent that the
The customer does not have any agreements that go beyond the statutory mandatory claims for defects.
has made. The following shall also apply to the scope of the Purchaser's right of recourse against the Supplier
Paragraph 6 accordingly.
§ 10 Miscellaneous
(1) This contract and the entire legal relationship between the parties shall be governed by the law of the
Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is
our place of business, unless otherwise stated in the order confirmation.
(3) All agreements made between the parties for the purpose of the performance of this contract
are set out in writing in this contract.
(4) If individual provisions of this contract are or become ineffective or if there is a loophole
the remaining provisions shall remain unaffected. The parties undertake,
to replace the ineffective provision with a legally permissible provision that is in accordance with the
The invalid provision shall be deemed to have come as close as possible to the economic purpose of the invalid provision or to have filled the gap.