GTC
I. Scope
The following terms and conditions apply exclusively; contrary to or deviating from these terms and conditions of the purchaser will not be acknowledged , unless we have expressly agreed in writing. The following terms and conditions apply even if we are aware of conflicting or deviating from these terms and conditions of the Purchaser the delivery to the customer without reservation . The following terms and conditions apply only to companies iSv§ 310 Abs.1 BGB .
The following terms also apply to deliveries frame as defined in Section IV of these conditions with the customer.
Offers, order confirmation, delivery
If the order qualifies as an offer pursuant to § 145 BGB, we can accept this within 2 weeks. Our offers are non-binding unless it is clear from the order confirmation states otherwise. The contract is concluded upon receipt of our order confirmation. From this point, the buyer is obliged to accept the ordered goods. This applies not only for one-off orders, but particularly for the framework contracts. There is a delivery quantity tolerance of +/- 10% of the ordered quantity. The price is to be adapted in this case, according to the excess or short delivery. Our offer documents, drawings of the purchaser At calculations, quotations and other documents we reserve ownership and copyright. Prior to disclosure to third parties without our express written consent. We are entitled to us by the purchaser sent drawings, samples or similar documents to our suppliers for the purpose of creating an offer or for the purpose of execution of the order to pass, unless we would our suppliers not to point out that the drawings, patterns or similar documents are confidential and not be used outside of the above purposes or recovered and should not be disclosed to third parties. From the customer sent to us upon conclusion of drawings, designs, templates, etc. are binding. Subsequently desired by the principal changes regarding design and execution of the agreed delivery or additional services are made only against additional remuneration. They may be rejected by us, unless they are necessary for the execution of the contractual services. The right to remuneration for such services is not subject to a prior notice on our part. We are entitled to make the execution of such services subject to a prior written order and an agreement on the price to be applied depends. Failing such an agreement, we are entitled to refuse the execution of such services.
Master supply
If the purchaser is a so-called framework supply contract is signed that regulated in this Clause provisions which take precedence over the general provisions of these standard conditions of sale, as long as they are contrary to this shall apply in addition. The buyer is obliged to retrieve the designated under contract for the supply quantity of products listed in products later than the end of the agreed in supply contract date, thus within the agreed so-called Framework runtime, the under supply price per piece and remove. The agreed price and purchase quantity are fixed within the agreed framework of the so-called maturity. We are obliged to confirm this order by views order confirmation, and we are not bound by the said purchaser from delivery date or the delivery period specified by the purchaser. In the event that the purchaser against the amount agreed under contract a lesser amount of the agreed products retrieves or decreases within the agreed framework runtime, we have the right to ask the not called or removed by the customer products to the Purchaser's bill. The customer is in this case obliged to pay the amount invoiced in accordance with the preceding sentence without prior receipt of the corresponding deliveries. The agreed under contract conditions, particularly the price agreed shall not apply to the appointment of another, beyond the agreed under contract FAD addition continuous quantities Changes in the Purchaser upon completion of the master supply sent us drawings, samples and other relevant documents for the production are excluded while the frame duration, subject to our express written consent. Also as part of the framework supply agreements a delivery quantity tolerance of +/- 10% of the ordered quantity, the price is to be adapted in this case corresponding to the excess or short delivery.
Prices, Payment
All our prices are quoted ex warehouse plus applicable at the time of invoicing VAT. We reserve the right to adjust the prices accordingly to the incurred labor costs or material price changes. If the increase is more than 5% of the agreed price, the purchaser has a right of termination. The aforementioned law does not exist during the agreed framework runtime framework in supply in terms of section IV, unless it is expressly agreed otherwise. Deduction of discount requires special written agreement. Provided that our order confirmation states otherwise, the agreed price at delivery is due. In this case we are entitled to make a supply of a tensile environmentally tensile payment depends. All prices are exclusive of packaging; these will be charged separately A payment is considered to have been made when we can dispose of the amount. The statutory provisions regarding late payments. If checks or drafts are taken, this is done only on account of performance in any event. In the case of redemption resulting interest and costs shall be borne by the customer and are payable immediately to payment. If the purchaser fails to meet his payment obligations, especially not cash a check or stops his payments, or if other circumstances become known to the creditworthiness of the purchaser into question, we are entitled to demand advance payments or security deposits. The buyer is prohibited offsetting against counterclaims, unless they are undisputed, acknowledged by us, found ready for decision or legally. In addition, the purchaser is entitled to exercise his right of retention insofar as his counterclaim is based on the same contractual relationship.
Delivery time and liability for damage caused by delay
The dates and deadlines stated by us in the order confirmation are not binding unless otherwise expressly agreed was. Compliance with agreed delivery and performance dates shall require that all be supplied by the Purchaser and approvals received in time with us, all the technical issues have been resolved and that payment and other obligations to cooperate as agreed are met by the purchaser. If the buyer is in default of acceptance or culpably violates other cooperation obligations, we are entitled to demand compensation for damages incurred by us, including any additional expenses. Further claims remain reserved. Provided that the conditions of the aforementioned paragraphs. 2 are present, the risk of accidental loss or accidental deterioration of the delivery items is at the time transferred to the purchaser, in which it is in default of acceptance or payment. We are liable under the statutory provisions if the delay in delivery is a firm deal in terms of $ 286. 2 no. 4 BGB or § 376 HGB. We are also liable according to the statutory provisions insofar as the customer is entitled as a consequence of a delay in delivery of us to assert that his interest has fallen on the further fulfillment of the contract has ceased to exist. We are also liable according to the statutory provisions if the delay in delivery is based on a position to be taken by us intentionally or grossly negligent breach of contract; a default of our representatives and agents is attributable to us. If the delivery delay is not due to be caused by our deliberate infringement, our liability for damages is limited to foreseeable, typically occurring damage. We are also liable according to the statutory provisions insofar as the responsible delivery delay on the culpable violation of an essential contractual obligation; in this case, however, liability for damages is limited to foreseeable, typically occurring damage. Incidentally, we are liable in the event of delay in delivery of a maximum of 5% of the delivery value.
Retention of title
We reserve title to the delivery items until receipt of all payments from the prior business relationship with the purchaser. The purchaser may neither pledge our products nor as security. However, the buyer may resell the ordinary course of business, unless he could claim against his contract partner effectively ceded in advance in the Third or exclude the transferability of the right by agreement with the subsequent purchasers.
The assertion of the retention of title and the seizure of the delivered goods by us shall not constitute withdrawal from the contract, unless this is expressly stated in writing by us.
The customer assigns us as security for the fulfillment of our claims under Clause VII. 1. already all future claims arising from the resale of our products with all ancillary rights (including VAT).
The processing or transformation of the delivered goods by the customer is always done for us. If the delivery item with other items not belonging to us processed, we shall acquire joint ownership of the new item in proportion to the value of the delivered goods to the other processed items at the time of processing. The same applies as for the reserved goods for the item created by processing.
If the delivery item with other, not belonging to us objects combined or mixed, we shall acquire joint ownership of the new item in proportion to the value of the delivery item to the other combined or mixed objects at the time-point of the mixing or combining. Was the combined or integrated in such a way that the purchaser's item is to be regarded as the main item, it is agreed that the purchaser shall transfer to us of ownership. The purchaser shall keep the sole ownership or co-ownership for us.
The customer also assigns to us the claims for securing our claims against him that with a property to him by the connection of the delivered goods to a third party.
We hereby accept the assignment statements of the purchaser. At our request the purchaser must prove these claims individually and Nacherwerben to give the assignment was made known to the prompt, up to the amount of claims under section VII. 1. To pay us.
We are entitled, at any time even to notify the subsequent purchaser of the assignment and collect the receivables. We will, however, make no use of this power and not collect the claims as long as the customer meets its payment obligations. The customer may not assign its claims against subsequent purchasers to third parties or pledge, nor with Nacherwerbern agreed a prohibition of assignment.
For current accounts, our backups fulfilling our balance claims apply. The purchaser must immediately inform us of a seizure or any other impairment of our rights by third parties. The buyer has us to hand over all documents necessary for intervention and to take us to load falling costs of intervention.
We undertake to release the securities due to us upon request of the purchaser insofar as the realized value of the securities exceeds the claim to be secured by more than 10% or the nominal value by more than 50%; the selection of securities to be released lies above us.
Shipping, Transfer of Risk
Delivery is at the expense of the purchaser, provided that it is clear from the order confirmation states otherwise. Shipping is at the risk and expense of the purchaser.
Packaging can not be returned; these should be disposed of at the expense of the purchaser of this.
Trade mark infringement
In the event that we make light of a particularly specified by the purchaser execution products and supply and thus third-party rights (in particular patents, utility models, other intellectual property rights, etc.) are violated, the purchaser us from all claims by third parties that can be derived from the aforementioned rights, indemnify, unless the purchaser is responsible for the violation of the rights of third parties described above.
The Purchaser agrees to us to set of proprietary rights asserted by third parties with regard to the products supplied without delay and to let us at our expense, the legal defense. We are entitled to carry out due to the intellectual property claims of third parties necessary changes at their own expense and paid goods shipped.
Liability for defects
§ 377 applies
We assume no guarantee that the expected by the customer suitability of the products supplied is given, provided that we have the products delivered free of defects made on the basis of specifications laid down by the purchaser.
If a defect is present, is based on the discretion of the purchaser to remedy the defect in the form of rectification of the defective or the new delivery of faultless delivery items. We are obliged to take the steps necessary for the purpose of supplementary performance, in particular transport, travel, labor and material costs.
If subsequent performance fails, the purchaser is entitled at his option, to demand withdrawal or reduction.
We are not liable for consequential damages, indirect damages, lost profit and claims of third parties.
In the negligent breach of a material contractual obligation, our liability shall be limited to foreseeable contractual damages.
The foregoing limitations of liability shall not apply if the claim for damages based on an intentional or grossly negligent breach of duty by us, a legal representative or our vicarious duties or was caused by one of us fraudulently concealed defect or we have assumed a guarantee for the quality of the work or a culpable violation of life, body or health.
Liability under the product liability law remains unaffected.
Incidentally, our liability for damages, for whatever legal reason, apart from the in point. VI of these terms regulated liability for delay damages is excluded.
Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, representatives and agents.
The limitation period for warranty claims is 12 months from transfer of risk, unless there are things that have been used in accordance with their usual application for a building and have caused its defectiveness.
Decrease
If an acceptance must be carried out, the Customer shall at its own expense all necessary materials available, where these are necessary to decrease or helpful.
The buyer may refuse acceptance if significant defects are detected. Can a product with limitations be used by the purchaser, such a decrease has to be made conditional.
For minor defects the performance is unreservedly accept. Insignificant is a defect which is either eliminated or soon even if the defect can be eliminated by the customer himself without appreciable effort itself
If the customer is in default of acceptance, the acceptance shall be deemed made as of this date.
Performance, Jurisdiction
Unless expressly otherwise agreed, place of performance D-74676 Niedernhall is.
If the purchaser is a merchant. S. d. HGB or legal entity under public law or a public law special fund, the place of jurisdiction D-74642 Künzelsau. However, we are entitled to sue the purchaser at his general jurisdiction.
Applicable Law, Miscellaneous
The contract is subject exclusively to the substantive law of the Federal Republic of Germany. The validity of the UN - purchasing law (CISG) is excluded.
If any provision of these Terms and Conditions be wholly or partially invalid, the remaining provisions or the remaining part of the provision shall remain valid. The Parties undertake ,, the invalid provision with a provision to replace, through which the intended purpose of the contract can be achieved as far as possible in a legally permissible manner. The same applies to control reserves that contains this contract.
Amendments to this Agreement and ancillary agreements and the requirement for written form shall be valid only in writing.
