Terms & Conditions

Terms & Conditions | Stand 2016

Scope

The following conditions apply only to entrepreneurs, legal entities under public law or a public law special fund

  1. Application:
    1. Orders become binding only upon the order confirmation of the supplier. Changes and additions should be made in text form. All offers are non-binding, as far as they are not referred to as fixed offers.
    2. These terms and conditions also apply in the case of ongoing business relationships for future transactions in which they are not expressly referred to, provided they have been received by the orderer in the case of an order previously confirmed by the supplier.
    3. Terms and conditions of the customer are not valid, unless they are expressly acknowledged by the supplier.
    4. Should individual provisions be or become ineffective, the remaining conditions shall remain unaffected.
  2. Prices
    1. In case of doubt, the prices are ex works exclusive of freight, customs duties, import charges and packaging, plus VAT at the statutory rate.
    2. If the decisive cost factors change substantially after submission of the quotation or after confirmation of the order until delivery, the supplier and the purchaser will agree on an adjustment of the prices and the cost shares for molds.
    3. If the dependence of the price on the part weight is agreed, the final price results from the weight of the released default pattern.
    4. The supplier is not bound to previous prices for new orders (= follow-up orders).
  3. Delivery and acceptance obligation
    1. Delivery periods begin after receipt of all documents required for the execution of the order, the down payment and the timely provision of materials, insofar as these have been agreed. Upon notification of readiness for dispatch, the delivery deadline is observed if the shipment is delayed or impossible due to the fault of the supplier.
    2. If an agreed delivery period is not adhered to as a result of the Supplier's own fault, the Purchaser is entitled, subject to the exclusion of further claims, to demand compensation for delay or to withdraw from the contract, subject to the exclusion of further claims. The compensation for delay is limited to a maximum of 5% of the part of the delivery that was not done in accordance with the contract. A resignation is excluded if the customer is in default of acceptance. The orderer reserves the proof of a higher damage.
    3. Reasonable partial deliveries as well as reasonable deviations from the order quantities up to plus / minus 10% are permissible.
    4. In the case of call orders without an agreement on duration, production lot sizes and acceptance dates, the supplier can demand a binding determination of this no later than three months after the order confirmation. If the customer does not comply with this request within three weeks, the supplier is entitled to set a two-week period of grace and to withdraw from the contract after the expiration of the contract and / or to claim damages.
    5. If the purchaser does not fulfill his acceptance obligations, the supplier is not bound by the regulations on self-help sales, without prejudice to other rights. Instead, he can sell the object of sale without prior notice by the purchaser.
    6. Events of force majeure entitle the supplier to postpone the delivery for the duration of the hindrance and a reasonable start-up period, or to withdraw from the contract in full or in part because of the unfulfilled part. Force majeure shall be deemed to be strike, lockout or unforeseeable, unavoidable circumstances, eg breakdowns, which make it impossible for the supplier to deliver on time despite reasonable efforts; the supplier has to prove this. This also applies if the aforementioned hindrances occur during a delay or at a subcontractor. The customer may request the supplier to declare within two weeks whether he wishes to withdraw or deliver within a reasonable period of grace. If he does not explain himself, the customer can withdraw from the unfulfilled part of the contract. The supplier shall inform the buyer immediately if a case of force majeure, as stated in paragraph 1, occurs. He has to keep the customer's impairment as low as possible, possibly by issuing the forms for the duration of the disability.
  4. Packaging, shipping, transfer of risk and acceptance delay
    1. Unless otherwise agreed, the supplier chooses packaging, shipping method and shipping route.
    2. The risk is transferred to the customer even when shipped free of charge upon leaving the factory. If the orderer is responsible for any delays in sending, the risk is already transferred with the notification of readiness for dispatch.
    3. Upon written request of the purchaser, the goods are insured at his expense against risks to be specified by him.
  5. Retention of title
    1. The deliveries remain the property of the supplier until the fulfillment of all claims due to the supplier against the customer, even if the purchase price for specially designated claims has been paid. In the case of current invoices, the reserved ownership of the deliveries (reserved goods) shall be deemed as security for the supplier's balance calculation. If, in connection with the payment of the purchase price, a variable liability of the supplier is justified, then the retention of title does not expire before the bill of exchange is accepted by the buyer as a drawee.
    2. Any processing or processing by the customer takes place under exclusion of the acquisition of property according to §950 BGB on behalf of the supplier; this shall be the co-owner of the resulting goods in accordance with the ratio of the net invoice value of its goods to the net invoice value of the goods to be processed or processed as reserved goods to secure the supplier's claims in accordance with paragraph 1.
    3. In case of processing (combining / mixing) with other goods not belonging to the supplier by the purchaser, the provisions of §§ 947, 948 BGB apply, with the result that the co-ownership share of the supplier in the new product now applies as reserved goods within the meaning of these conditions.
    4. The resale of the reserved goods is only permitted to the purchaser in the ordinary course of business and under the conditions that he and his customers also agree to a retention of title in accordance with paragraphs 1 to 3. The purchaser is not entitled to other dispositions of the reserved goods, in particular pledges and security assignments.
    5. In the event of resale, the customer hereby assigns to the supplier all the claims of the supplier, the claims arising from the resale and other legitimate claims against his customers with all ancillary rights. At the request of the supplier, the customer is obliged to provide the supplier without delay with all information and documents that are necessary to assert the supplier's rights against the customer's customers.
    6. If the reserved goods are resold by the customer after processing in accordance with paragraph 2 and / or 3 together with other goods not belonging to the supplier, the assignment of the purchase price claim according to paragraph 5 shall only apply in the amount of the invoice value of the reserved goods of the supplier.
    7. If the value of the collateral existing for the supplier exceeds its total claims by more than 10%, the supplier is obligated, at the request of the purchaser, to release securities of the supplier's choice.
    8. Seizure or seizure of the reserved goods by a third party must be reported to the supplier immediately. The resulting intervention costs are in any case at the expense of the purchaser, as far as they are not to be borne by third parties.
    9. If, in accordance with the above provisions, the supplier makes use of his retention of title by taking back the goods subject to retention of title, he is entitled to have the goods sold or auctioned by private treaty. The assertion of the retention of title and in particular the request for surrender constitute a withdrawal from the contract. The return of the reserved goods shall be at the proceeds obtained, but not exceeding the agreed delivery prices. Further claims for damages, especially lost profits, remain reserved.
  6. Liability for defects
    1. Decisive for the quality and execution of the products are the standard samples, which are presented to the purchaser for inspection by the supplier upon request. The reference to technical standards serves the purpose of the specification and is not to be construed as a guarantee of quality.
    2. If the supplier has advised the customer outside of his contract, he is liable for the functionality and suitability of the delivery item only with express prior assurance.
    3. Notification of defects must be submitted in writing without delay. In the case of hidden defects, the complaint must be made immediately after discovery. In both cases, unless otherwise agreed, all claims for defects expire twelve months after the transfer of risk. As far as the law acc. §438 Paragraph 1 No. 2 BGB, § 479 Paragraph 1 BGB and § 634a Paragraph 1 No. 2 BGB mandatory longer periods, these are valid.
    4. In the case of a justified complaint of defects - whereby the sample samples approved by the customer in writing determine the expected quality and execution - the supplier is obliged to remedy the defect. If he does not comply with this obligation within a reasonable period of time or if a rectification fails despite repeated attempts, the purchaser is entitled to reduce the purchase price or to withdraw from the contract. Further claims, in particular claims for reimbursement of claims or claims for damages due to defects or consequential damages, only exist within the scope of the provisions of VII. Replaced parts are to be returned to the supplier on request.
    5. Unauthorized reworking and improper handling will result in the loss of all warranty claims. Only in order to prevent disproportionately large damages or in case of delay of the removal of defects by the supplier, the customer is entitled to repair after prior agreement of the supplier and to demand compensation for the reasonable costs.
    6. Closure or wear and tear due to contractual use does not give rise to any warranty claims.
    7. Recourse claims acc. §§ 478, 479 BGB exist only if the use by the consumer was justified and only to the extent of the law, but not for non-agreed with the supplier grace arrangements and requires the observance of their own obligations of the person entitled to recourse, in particular the observance of the complaint obligations.
  7. General limitations of liabilityIn all cases in which the supplier deviates from the above conditions on the basis of contractual or statutory claims for compensation for damages or reimbursement of expenses, he is liable only insofar as his executives or vicarious agents are intent, gross negligence, or a violation of life, Charge body or health. The strict liability based on the Product Liability Act as well as the liability for the fulfillment of a guarantee of quality remains unaffected. The liability for the culpable breach of essential contractual obligations remains unaffected; however, the liability is limited to the foreseeable, contract-typical damage except in the cases of S. 1. A change in the burden of proof to the detriment of the customer is not connected with the above regulations.
  8. Terms of payment
    1. All payments are to be made in EURO exclusively to the supplier.
    2. Unless otherwise agreed, the purchase price for deliveries or other services is payable with 2% discount within 14 days and without deductions within 30 days after the invoice date. The granting of a discount requires the settlement of all previously due, controversial invoices. For any payments with a change, no discount will be granted.
    3. If the agreed payment date is exceeded, interest in the amount of the statutory interest rate of 8 percentage points above the respective base rate of the ECB is calculated, unless the supplier proves a higher damage. The orderer reserves the proof of a lower damage.
    4. The rejection of checks or bills of exchange remains reserved. Checks and rediscountable bills of exchange are only accepted on account of fulfillment, all associated costs are borne by the customer.
    5. The purchaser can only offset or assert a right of retention if his claims are undisputed or legally binding.
    6. The sustained failure to comply with terms of payment or circumstances which give rise to serious doubts as to the creditworthiness of the Purchaser results in the immediate maturity of all claims of the Supplier. In addition, the supplier is entitled in this case to demand advance payments for outstanding deliveries and to withdraw from the contract after the unsuccessful expiry of a reasonable period of time.
  9. Shapes (tools)
    1. The price for molds also includes the costs for one-time sampling, but not the costs for testing and processing devices and for changes made by the customer. Costs for further samples, which the supplier is responsible for, are at his expense.
    2. Unless otherwise agreed, the supplier is and remains the owner of the molds produced for the customer by the supplier himself or a third party commissioned by him. Shapes are only used for orders of the purchaser, as long as the purchaser fulfills his payment and acceptance obligations. The supplier is only obliged to replace these molds free of charge if these are required to fulfill a quantity of production assured to the orderer. The obligation of the supplier for storage expires two years after the last parts delivery from the form and prior notification of the customer.
    3. If, as agreed, the customer becomes the owner of the molds, the property passes to him after full payment of the purchase price for him. The transfer of the molds to the customer is replaced by storage in favor of the customer. Irrespective of the purchaser's statutory right of surrender and the life of the molds, the supplier is entitled to its exclusive possession until the end of the contract. The supplier must label the molds as third-party property and, at the request of the customer, insure it at its expense.
    4. In the case of ordered forms according to paragraph 3 and / or forms made available on loan by the purchaser, the liability of the supplier for storage and maintenance is limited to the care as well as to their own affairs. Costs for maintenance and insurance shall be borne by the customer. The obligations of the supplier expire if the orderer does not pick up the molds within a reasonable time after completing the order and requesting it to do so. As long as the customer has not fulfilled his contractual obligations to the full extent, the supplier has a right of retention in all cases.
  10. Material supplies
    1. If materials are delivered by the customer, they must be delivered on time and in perfect condition at his own expense and risk with a reasonable quantity surcharge of at least 5%.
    2. If these requirements are not met, the delivery time will be extended accordingly. Except in cases of force majeure, the customer shall bear the additional costs incurred, including for production interruptions.
  11. Industrial property rights and defects of title
    1. If the supplier has to deliver according to drawings, models, samples or using parts supplied by the customer, the purchaser is responsible for ensuring that third-party property rights in the country of destination of the goods are not thereby violated. The supplier shall inform the purchaser of any rights known to him. The orderer has to exempt the supplier from claims of third parties and to compensate for the damage incurred. If the latter is prohibited from producing or delivering by a third party on the basis of a valid industrial property right, the supplier is entitled - without checking the legal situation - to stop the work until the legal situation has been clarified by the customer and the third party. Should the supplier no longer be able to continue the order due to the delay, he is entitled to withdraw from the contract.
    2. Drawings and samples provided to the supplier that did not lead to the order will be returned on request; otherwise he is entitled to destroy them three months after submission of the offer. This obligation applies to the contracting party to inform of his intent to destroy in good time beforehand.
    3. The Supplier shall be entitled to copyrights and, where applicable, industrial property rights, in particular all rights of use and exploitation of the models, forms and devices, designs and drawings designed by him or by third parties on his behalf.
    4. If there are other legal defects, this No. VI applies. corresponding.
  12. Fulfillment and jurisdiction
    1. Place of performance is the place of delivery.
    2. Jurisdiction is at the choice of the supplier whose headquarters or the headquarters of the purchaser for document, bill of exchange and check processes.
    3. It is exclusively German law. The application of the United Nations Convention on the 11. April 1980 on Contracts for the National Sale of Goods (BGBI 1989 S. 586) for the Federal Republic of Germany (BGBI 1990 S. 1477) is excluded.