Art. 1 Applicable range
Our general terms and conditions apply exclusively.
They apply to entrepreneurs (14 BGB), legal entities under public law and special funds under public law.
Deviating general terms and conditions of the customer are not recognized by us, unless we have agreed to their validity in writing.
Our general terms and conditions also apply if we carry out the delivery without reservation in the knowledge of deviating general terms and conditions of the customer.
Art. 2 Offers, documents
1. Our offers are non-binding.
2. We reserve property rights and copyrights to images and drawings, calculations and other files and documents;
they must not be made accessible to third parties.
3. Travel expenses and dough technology are not included in our offers.
This applies in particular to files and documents that are marked as confidential; Before passing them on to third parties, the customer requires our express consent.
Art. 3 Prices, terms of payment, prepayment, right of withdrawal, default, right of retention, set-off, counterclaim
1. Unless otherwise agreed, all prices apply ex works Dieburg, excluding freight, insurance, customs duties, agreed installation, foreign taxes etc. plus the applicable VAT. In the case of an agreed delivery, delivery is free curbside at the agreed unloading point. For assembly services, supply connections are esp. for electricity and water on site at the customer’s expense.
Chiselling, bricklaying and electrical work are to be carried out by the customer. If an agreed installation, assembly or commissioning is delayed through no fault of ours, the customer must bear the resulting additional costs, in particular the costs for waiting times and further travel required by our staff.
2. The price list valid on the day of the order applies to orders, unless otherwise agreed. If installation, assembly or commissioning has been agreed, the rates valid on the day of the order also apply.
3. Unless otherwise agreed, invoices are to be settled within 8 days of the invoice date minus a 2% discount or at the latest within 30 days of the invoice date net. Payment orders, checks or bills of exchange are only accepted by special agreement and only on account of performance. The costs for discounting and collection are borne by the customer.
4. If the customer is in arrears with partial payments of at least two installments, we are entitled to make the entire claim due or to assert our retention of title and return the machine or system to the Dieburg plant.
5. If, after the conclusion of the contract, there is a significant deterioration or change in the customer’s financial circumstances, which endangers our claim to the consideration, or if such a situation with the customer already existed at the time of the conclusion of the contract, but only became known afterwards we refuse our performance until the consideration has been given.
This applies in particular to cases in which there are unsuccessful foreclosure measures, protests of bills of exchange or checks, applications for insolvency, moratorium efforts, liquidation or the like.
In these cases, we can set a deadline for the customer to provide the consideration or security. If the consideration or security deposit is not provided, we are entitled to withdraw.
6. Only recognized or legally established claims can be set off against our claims.
The counterclaim is excluded. The customer is only authorized to exercise a right of retention if his claim is based on the same contractual relationship.
7. The supplier has the right to sell claims to the factor.
The debtor will be informed of this, payments can then only be made to the factor, discharging the debt, on his account.
Art. 4 Exemption from performance, delivery time, partial delivery, right of withdrawal
1. We reserve the right to timely and correct self-delivery unless we have given a guarantee that the service will be successful, and furthermore, insofar as we have not accepted any procurement risk.
2. The start of the delivery time specified by us assumes the timely receipt of all documents and information to be supplied by the customer as well as the clarification of all details of the order, in particular all technical questions, approval of drawings, delivery of any necessary parts, etc.
This also applies to assembly services. Partial deliveries are permitted as long as they are reasonable.
3. We have delays in delivery due to force majeure or other circumstances for which we are not responsible, in particular traffic disruptions and operational disruptions for which we are not responsible, strikes, lockouts, lack of raw materials, war, insofar as we have no guarantee with regard to the success of the service and furthermore, insofar as we have no Have assumed procurement risk, are not responsible.
In this case, if we cannot deliver within the agreed delivery time, the delivery time will be extended accordingly. If, in this case, there is an obstacle to delivery beyond the appropriately extended delivery period, we are entitled to withdraw from the contract.
4. If we cannot meet the agreed delivery time, the customer is obliged to declare at our request within a reasonable period of time whether he continues to insist on delivery. If he does not make a declaration, we are entitled to withdraw from the contract or to terminate the contract after a reasonable period.
Art. 5 Transfer of risk, delivery
1. Unless otherwise stated in the order confirmation, delivery “ex works Dieburg” is agreed.
The dispatch always takes place, even in the case of delivery from a place other than the place of performance – and also in the case of carriage paid and / or dispatch by own people or vehicles – at the risk of the customer.
2. If delivery has been agreed by us, the customer must provide competent staff in good time to ensure smooth unloading and any necessary technical equipment (e.g. forklift).
It is assumed that the vehicle can drive straight to the unloading location and be unloaded immediately. If these prerequisites are not met, the resulting additional costs will be charged separately.
Art. 6 Claims for defects
1. Delivered goods are to be examined by the customer immediately, at the latest within one week after delivery, insofar as this is feasible in the ordinary course of business. If a defect becomes apparent, we must be notified immediately, at the latest within one week of delivery.
If the customer fails to notify us, the goods are deemed to have been approved, unless there is a defect that could not be identified during the examination. If such a defect appears later, the notification must be made immediately after it is discovered, otherwise the goods shall be deemed to have been approved even with regard to this defect. Sections 377 and 381 HGB remain unaffected.
The customer is not relieved of his obligation to investigate, even in the case of recourse by the entrepreneur according to § 478 BGB. If, in such cases, he does not immediately report the defect asserted by his customer, the goods are deemed to have been approved, even with regard to this defect.
2. In the event of subsequent performance in the event of defects, we are only obliged to bear the necessary expenses, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the item is moved to a location other than the registered office or the commercial establishment of the customer to which the delivery was made. (This number does not apply in the case of recourse according to § 478 BGB).
3. The customer’s claims for defects, including claims for damages, expire in one year. This does not apply in the case of recourse according to § 478 BGB, this also does not apply in the cases of § 438 para. 1 No. 2 BGB and § 634a Para. 1 No. 2 BGB. This also does not apply to claims for damages due to injury to life, body or health or due to a grossly negligent or willful breach of duty by us or our vicarious agents.
Art. 7 Liability for damages and reimbursement of expenses
1. In the case of our liability for damages, the following applies: a. If the claims are based on an intentional or grossly negligent breach of duty by us or our representatives or our vicarious agents, we are liable for damages according to the statutory provisions. b. So far below a. nothing else is determined, our liability for damages is excluded.
2. The exclusions and limitations of liability under no. 1 apply not only to contractual, but also to other, especially tortious claims. They also apply to claims for reimbursement of wasted expenses instead of performance.
3. The exclusions and limitations of liability under no. 1 do not apply to any existing claims acc. Sections 1, 4 of the Product Liability Act or because of culpable injury to life, body or health.
They also do not apply if we have assumed a guarantee for the quality of our goods or a successful service or a procurement risk and the guarantee case has occurred or the procurement risk has materialized.
4. We are only liable from assuming a procurement risk if we have expressly accepted the procurement risk in writing.
5. As far as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and vicarious agents. 6. A reversal of the burden of proof is not associated with the above regulations.
Art. 8. Additional and deviating regulations for international contracts
1. If the customer has his branch office outside of the Federal Republic of Germany, Artt. 1-7 and 9 the following regulations: a. We are not liable for the admissibility of the use of the delivered item as required by the contract according to the regulations of the recipient country. We are also not liable for taxes incurred there. b. We are not liable for delivery obstacles caused by government measures, in particular import or export restrictions.
2. If the customer has his branch outside the Federal Republic of Germany and if the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna UN Sales Convention) applies in its currently valid version, the following regulations also apply: a. Changes or cancellations of the contract must be made in writing. b. Instead of Art. 6 and 7: aa.
We are only liable to the customer for damages in accordance with the statutory provisions if a breach of contract is based on an intentional or grossly negligent breach of contract for which we, our representatives or vicarious agents are responsible.
We are also liable in accordance with the statutory provisions if we violate an essential contractual obligation. The above limitation of liability does not apply to any existing claims according to §§ 1, 4 of the German Product Liability Act or to claims due to injury to life or body caused by the goods. bb.
If the purchased goods are in breach of contract, the customer is only entitled to cancel the contract or to have a replacement delivery if claims for damages against us are excluded or it is unreasonable for the customer to dispose of the goods that are in breach of contract and to claim the remaining damage.
In these cases we are initially entitled to remedy the defect. If the elimination of the defect fails and / or leads to an unreasonable delay, the customer is entitled, at his option, to cancel the contract or to request a replacement delivery. The customer is also entitled to do this if the removal of the defect causes an unreasonable inconvenience or there is uncertainty about the reimbursement of any expenses incurred by the buyer. cc. The customer’s claims for defects expire after one year.
Art. 9 Securing retention of title
1. The ownership of the delivered goods remains reserved until all payments from the contract have been received.
2. In the event of seizures and other interventions by third parties, the customer must immediately notify us in writing in order to safeguard our rights (e.g. lawsuit from § 771 ZPO). As far as the third party is not able to pay us the judicial or extrajudicial costs of a lawsuit in accordance with To reimburse § 771 ZPO, the customer is liable for the loss incurred by us.
3. The customer is entitled to resell and use delivered goods in the ordinary course of business; However, he already now assigns to us all claims that arise from the resale against his customers or third parties in the amount of the value of the goods subject to retention of title, regardless of whether the goods delivered have been resold without or after processing. The value of the reserved goods is the final invoice amount agreed with us (including VAT).
If the resold reserved goods are in our co-ownership, the assignment of the claims extends to the amount that corresponds to our share in the co-ownership.
The customer is not authorized to sell the goods in any other way, in particular to pledge them or assign them as security.
4. The customer remains authorized to collect the claim from the resale, even after the assignment, until we revoke it. Our authority to collect the claim itself remains unaffected.
However, we undertake not to collect the claim and not to revoke the customer’s authorization to collect as long as the customer meets his payment obligations from the proceeds received, is not in default of payment, has not filed for insolvency proceedings or has not suspended payments.
If this is the case, however, we can demand that the customer notify us of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify his debtor of the assignment.
5. The processing or transformation of the delivered goods by the customer is always carried out for us. The customer’s entitlement to the delivered goods continues on the remodeled item.
If the delivered goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the objective value of the delivered goods to the other processed items at the time of processing.
The same applies to the item created through processing as to the goods delivered under reservation.
6. If the goods supplied are inseparably mixed, blended or combined with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the objective value of the goods delivered to the other items at the time of mixing, blending or combining.
If the process is carried out in such a way that the customer’s item is to be regarded as the main item, it is hereby agreed that the customer shall transfer proportional co-ownership to us and keep the sole or co-ownership for us free of charge.
7th We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10% or the nominal amount by more than 50%; the selection of the securities to be released is incumbent on us.
Art. 10 Applicable law, place of performance, place of jurisdiction
1. The law of the Federal Republic of Germany applies to this contract.
2. The place of performance for all services from this contract is 64807 Dieburg.
3. For contracts with merchants, legal entities under public law, special funds under public law and with foreigners who do not have a domestic place of jurisdiction, the place of jurisdiction is 64807 Dieburg. However, we reserve the right to sue at the customer’s place of business.
Art. 11 Miscellaneous
Should a provision of this contract be or become ineffective, this shall not affect the effectiveness of the other provisions of this contract.
In this case, the parties are obliged to replace the ineffective provision with a provision that corresponds economically to what the parties would have agreed if they had known the ineffectiveness.