Terms and conditions of sale and delivery:
Our terms and conditions apply only to entrepreneurs for all current and future deliveries of new, movable items (goods). We do not recognise deviating terms and conditions of sale and delivery of the customer, unless we have expressly agreed in writing to their applicability. Our terms and conditions shall also apply if we carry out the delivery without reservation, despite knowledge of contradictory or deviating conditions of the Customer.
Unless specified otherwise in the order confirmation, our prices are ex-works plus statutory turnover tax excluding packaging, which is invoiced separately. Loaned packaging is invoiced to the business partner to the value of the replacement price and is payable immediately without discount if it is not returned within three months in perfect condition and carriage-paid to the supplier.
Unless specified otherwise in the order confirmation, the purchase price is payable within 14 days after invoicing with 2% discount or within 30 days without deductions; thereafter, the customer is in Default.
The statutory regulations concerning the consequences of a default in payment shall apply. Discount is only possible if there are no arrears. Payments to our representatives are deemed timely only upon presentation of a written authority to collect by the representative. Deterioration in the financial position or the solvency of the customer shall entitle us to request the payment before the expiry of the agreed payment date and/or to withhold any outstanding deliveries and/or to withdraw from the Agreement.
Delivery is always “ex works” at the expense of the customer. The risk of accidental loss and accidental deterioration of the goods passes shall pass to the customer upon transfer to the carrier, etc. Transport insurance will be arranged for the delivery only upon the express wish of the customer and at the customer’s expense.
Compliance with our delivery obligations presupposes the timely and proper fulfilment of the obligations of the customer. In the event of force majeure, including disruption to the supply of raw materials, strikes and/or lock-out, our delivery period is extended accordingly without claims by the customer for compensation due to delayed delivery. In the case of “mass goods”, over- or short-deliveries of 10% are permissible. Samples are considered goods of average type and quality. Technical changes as well as changes in shape, colour or weight are reserved to an extent considered reasonable. We shall be liable according to the statutory provisions, provided that the delivery delay is based on intentional or grossly negligent breach of contract for which we are responsible. If the delay in delivery is not based on a deliberate breach of contract by us, our liability for damages is limited to the foreseeable, typically occurring damage. This also applies to our liability for our culpable violation of an essential contractual Obligation.
Warranty claims of the customer presuppose that the customer has properly fulfilled its obligations to inspect and notify of defects pursuant to section 377 HGB. If there is a defect in the goods, we shall undertake supplementary performance at our discretion in the form of either remedy of the defect or delivery of defect-free goods. We shall be liable according to the statutory provisions if the customer asserts claims for damages that are based on intent or gross negligence. Insofar as we are not charged with intentional breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damages. The foregoing provision including the limitation of damages also applies if we culpably violate an essential contractual obligation. Liability for culpable injury to life, body or health remains unaffected. This also applies to the mandatory liability under the Product Liability Act. The limitation period for claims based on defects is 3 months from the transfer of risk. Where compensation liability is excluded or restricted, this also applies in relation to personal compensation liability by our employees, workers, staff, representatives and assistants.
We retain ownership of the goods until all our claims arising from the supply to the customer are fulfilled. The customer must notify us immediately of any interference by third parties, e.g. seizure. The customer must provide us with all information required about the third party in such an event.
The customer is entitled to resell the goods in the ordinary course of business. However, the customer already now assigns to us all and any claims in the amount of the final invoice amount (including VAT) which are due to it from the resale against the purchaser, irrespective of whether our goods were resold without or after processing. The customer is authorised to collect this claim after assignment. Our authority to collect the claim remains unaffected. However, we undertake to not collect the claim, provided the customer fulfils its payment obligations on time. The processing, adaptation or combining of goods by the customer is always undertaken on our behalf. If our goods are processed or combined with other objects not belonging to us, we acquire co-ownership of the new item in the ratio of the new value (invoiced amount including VAT) of our goods to the other objects at the time of processing, etc.
The same otherwise applies to the item resulting from the processing, etc. as does to the goods conditionally delivered by us. At the request of the purchaser, we undertake to release the securities to which we are entitled insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting which securities to release.
The laws of the Federal Republic of Germany apply. The applicability of the United Nations Convention on Contracts for the International Sale of Goods – CISG – is excluded. If the customer is a merchant, place of jurisdiction is our registered office. Place of performance is our registered office.