General Terms and Conditions (GTC)
General
We generally only deliver under the following sales and delivery conditions. The exceptional applicability of other conditions, especially the purchaser's purchasing conditions, requires our explicit written confirmation.
§ 1 Offer and Acceptance
Our offers are non-binding. Orders are only binding for us if and to the extent that we have confirmed them in writing or started to execute them. Written confirmation also requires changes, additions and verbal ancillary agreements.
§ 2 Purchase price and payment
a) Our prices do not include statutory VAT. The calculation is based on the quantities or weights determined by us.
b) The purchase price is payable within 10 days after delivery of the goods with a 2% discount, at the latest 30 days after delivery of the goods net, unless otherwise agreed.
c) We reserve the right to charge merchants and tradespeople interest on the due date of 2% above the respective discount rate of the Deutsche Bundesbank from the due date.
d) In the event of default, we can claim further damage caused by default.
e) Bills of exchange and checks are only accepted on account of performance; they count as payment when redeemed. Customary bank charges shall be borne by the buyer.
f) The buyer may only offset claims against our purchase price claim that are undisputed or have been legally established.
g) If the buyer defaults on the payment of one of our invoices in an amount that is not insignificant for the business relationship, all of our claims from the business relationship become due immediately - regardless of any acceptance of bills of exchange. We are then further entitled to demand cash payment before any further delivery.
If the delay in payment is not remedied within a reasonable grace period, we are entitled to withdraw from the contract or to demand compensation for non-performance. This applies in particular to follow-up transactions that have been agreed but have not yet been carried out.
If we become aware of facts that show that the buyer is no longer creditworthy, we are entitled to demand cash payment before delivery of the goods, even if something else was previously agreed, and to make our claims due.
§ 3 Delivery
a) The agreed delivery times and dates are always approximate unless a fixed date has been expressly agreed.
b) In the case of deliveries that do not affect our company (third-party business), the delivery date and deadline are met if the goods leave the supplying plant in good time so that the delivery arrives at the recipient on time with normal transport times.
c) Events of force majeure - which also include restrictions under public law as well as strikes and lockouts - entitle us to withdraw from the contract. Compensation for damages due to non-performance or delay is excluded in such cases. This also applies if our sub-suppliers do not deliver to us in good time, for which we are not responsible.
We are obliged to inform the buyer of such events immediately. The buyer is then also entitled to withdraw from the contract.
d) If we are in default of delivery, the buyer is entitled to set a reasonable grace period and to withdraw from the contract after this period has expired without success.
After the unsuccessful expiry of the period of grace, the buyer can only demand compensation for non-performance if the delay in delivery is due to intentional or grossly negligent behavior on the part of our legal representative or one of our vicarious agents.
§ 4 Shipment and acceptance
a) The risks of transport from the point of delivery are always at the expense of the buyer, even in the case of carriage paid deliveries or deliveries free domicile, unless we carry out the transport with our own vehicles from our company or warehouse.
b) When collecting from the delivery point, the buyer or his representative is responsible for loading the vehicle and observing the statutory provisions. (GGVS!)
c) The unloading and storage of the goods is always the responsibility of the buyer.
d) If our employees help with unloading and cause damage to the goods or other damage, they act at the sole risk of the buyer and not as our vicarious agents.
e) The above regulations apply accordingly to deliveries by third-party transport companies, insofar as liability on the part of the seller could be derived from their conduct. The liability of third parties remains unaffected.
§ 5 Retention of title
a) The goods remain the property of the seller until full payment of all claims, including ancillary claims, claims for damages and encashment of checks and bills of exchange.
b) The retention of title also remains in place if individual claims of the seller are included in a current account and the balance has been drawn and acknowledged.
c) The buyer is entitled to further process and sell the goods, taking into account the following provisions:
1) The powers of the buyer to process reserved goods in the ordinary course of business end when the buyer stops making payments or when bankruptcy or composition proceedings are applied for or opened.
2) By processing the reserved goods, the buyer does not acquire ownership of the new item in accordance with § 950 BGB. The processing is carried out for the seller without incurring any liabilities.
If the goods are processed, mixed or blended with other items, the seller acquires co-ownership of the new item in proportion to the value of the goods subject to retention of title to the total value of the goods.
3) The buyer hereby assigns the claim with all ancillary rights from the resale of the reserved goods to the seller, also proportionately insofar as the goods are processed, mixed or blended and the seller has acquired co-ownership of this in the amount of its invoice value. In the latter case, the seller is entitled to a fraction of the respective purchase price claim in relation to the invoice value of his reserved goods in relation to the invoice value of the item. If the buyer has sold the claim as part of real factoring, he assigns the claim against the factor that takes its place to the seller.
The seller accepts this assignment.
4) The seller will not collect the assigned claims as long as the buyer meets his payment obligations. The direct debit authorization expires if the buyer defaults in payment. In this case, the seller is authorized by the buyer to inform the buyer of the assignment and to collect the claims himself.
The buyer is obliged to provide the seller with a precise list of the claims to which the seller is entitled with the name and address of the customer, the amount of the individual claims, the invoice date, etc .and to provide the seller with all information necessary for the assertion of the assigned claims and to allow the verification of this information.
The buyer is entitled to collect the claims himself as long as the seller does not give him any other instructions.
5) The seller undertakes to release the securities to which he is entitled insofar as their value exceeds the claims to be secured by more than 20%.
6) Pledging or security transfers of the reserved goods or the assigned claims are not permitted. The seller must be informed immediately of seizures, stating the pledgee.
7) If the seller takes back the delivery item due to the retention of title, this does not count as withdrawal from the contract. The seller can freely satisfy himself from the reserved goods that have been taken back.
8) The buyer keeps the reserved goods for the seller free of charge. He must insure them against the usual risks such as fire, theft and water to the usual extent. The buyer hereby assigns his claims for compensation to which he is entitled from damage of the above-mentioned type against insurance companies or other obligated parties to the seller in the amount of his claims.
The seller accepts this assignment.
9) All claims and rights from the retention of title to all special forms specified in these conditions remain in place until complete release from contingentliabilities that the seller has entered into in the interest of the buyer.
§ 6 Warranty rights, inspection and notification obligations of the buyer
a) For material defects, which also include the lack of guaranteed properties, we are liable to merchants and legal entities under public law in accordance with the statutory provisions for conversion, price reduction or replacement delivery, if the following requirements are met in addition to the statutory ones:
1) The buyer must inspect the goods and their packaging immediately upon delivery in accordance with customary practice. If the goods are delivered in packages, he must also check the labeling of each individual package to ensure that they match the order.
2) The buyer must report any defects found during the inspection in accordance with lit. a) immediately in writing.
3) If the buyer fails to carry out the respective inspection or if he does not immediately give notice of a detected or detectable defect, he shall forfeit his warranty rights with regard to the detected and/or detectable defects. The same applies in the event of an erroneous wrong delivery, even if the deviation is so significant that approval of the goods by the buyer had to be considered impossible.
4) In the case of a hidden defect, the buyer must notify us immediately after discovering the defect. Otherwise the goods shall also be deemed to have been approved in this respect.
Complaints about a hidden defect are excluded after 8 weeks of receipt of the goods. A claim for replacement delivery due to wrong delivery remains unaffected.
§ 7 Liability for consequential damages and other damages
a) We are liable as follows for damage caused by defects in the purchased item, erroneous wrong delivery to legal assets of the buyer including his assets:
1) Insofar as damage could have been avoided by complying with the buyer's inspection obligations, any kind of liability on our part towards merchants and legal entities under public law is excluded, unless the damage is due to intentional behavior of our statutory representatives attributed. Under the same conditions, any liability towards non-merchants is excluded, unless the damage is due to intentional or grossly negligent behavior on our part.
2) Insofar as damage occurs despite compliance with the buyer's inspection obligations, we are only liable to merchants and non-merchants for intentional or grossly negligent breach of contract.
b) We are only responsible for damages other than those regulated above - regardless of the reason for liability - if they were caused by an intentional or grossly negligent act on our part or one of our vicarious agents.
c) We are not liable for the suitability of the goods for the purposes intended by the buyer. Insofar as we advise on application technology, provide information or make recommendations, etc., we are only liable for culpably incorrect advice, information or recommendations if they are made in writing.
d) All claims within the meaning of this § 8 become statute-barred six months after the action causing the damage, with the exception of claims in tort.
§ 8 Final Provisions
a) Place of jurisdiction for registered traders is Bayreuth. In business transactions with non- merchants, the place of jurisdiction is the place of residence or place of business of the defendant.
b) Should any of the above clauses be or become ineffective, the ineffective conditions shall be replaced by such provisions which come as close as possible to the economic purpose of the contract while adequately safeguarding the interests of both parties.