§ 1 § 1 General
(1) The following terms and conditions apply to all current and future business relationships with the customer.
(2) Differing, conflicting or supplementary general terms and conditions do not become part of the contract, even if they are known, unless their validity is expressly agreed to in writing.
(3) Our general terms and conditions apply to both consumers and entrepreneurs, unless a differentiation is made in the respective clause.
(4) Our data protection declaration also applies.
§ 2 Offer and conclusion of contract
(1) Our offers are subject to change and non-binding.
(2) The purchaser's placement of an order represents a binding offer that we can accept within two weeks of sending an order confirmation.
(3) Verbal agreements, promises, assurances and guarantees in connection with the conclusion of the contract only become binding with our written confirmation. Agreements with our employees require our written confirmation to be legally effective. Additional work and deliveries as well as requests for changes will result in additional costs – unless otherwise agreed.
(4) We reserve the right to make technical changes as well as changes in shape, color or weight within reason. We reserve ownership rights and copyrights to illustrations, drawings, calculations, plans and other documents. They may not be made accessible to third parties without our express consent. If the order is not placed, they must be returned or destroyed immediately.
(5) The conclusion of the contract is subject to correct and timely delivery by our suppliers. However, this only applies in the event that we are not responsible for the non-delivery, especially if an implied cover transaction has been concluded with our supplier. The customer will be informed immediately about the unavailability of the service. The consideration will be refunded immediately.
§ 3 Payment and late payment
(1)
(1) The decisive factor is the remuneration agreed in the contract or the price agreed in the contract. The prices include statutory VAT, unless this is stated separately.
(2) Unless otherwise expressly agreed, the agreed price is
due for payment in full no later than the stated payment terms.
(3) The statutory regulations apply to late payment. If the customer defaults on payment and does not make any payment after we have given him a reasonable grace period, or if the customer seriously and definitively refuses payment even though he has no right to refuse performance or to withhold payment, we are entitled to withdraw from the contract and demand compensation .
(4) Unless otherwise agreed, we reserve the right to make reasonable price changes due to changes in wages, materials, raw materials and distribution costs for deliveries made 3 months or later after conclusion of the contract.
(5) The deduction of a discount is only permitted if there is a special written agreement.
§ 4 Delivery and dates
(1) Delivery times and dates are only considered approximate unless they are expressly designated as fixed dates. If an agreed deadline is exceeded, an appropriate grace period must be set. If the grace period is not met in the event of a delay, the purchaser can withdraw from the contract to the extent that it has not yet been fulfilled.
(2) Changes or changes initiated by the customer after conclusion of the contract result in even fixed delivery dates being non-binding, unless otherwise expressly agreed.
(3) The delivery period is extended accordingly in the event of disruptions in our business operations or those of our suppliers for which we are not responsible, in particular in the event of measures in the context of labor disputes, in pandemics, in cases of force majeure that are based on unforeseen events for which we are not responsible Duration of the actual disruption to business operations. We are obliged to inform the customer immediately about the occurrence and termination of such disruptions.
(4) Partial deliveries are permitted as long as they are in the interest of the purchaser and are reasonable for him.
(5) If delivery becomes impossible because the upstream suppliers do
not deliver to us through no fault of our own, we are entitled to withdraw from the contract if the reasons for non-delivery by the upstream supplier only arose after the contract was concluded with the customer at the time of were not foreseeable when the contract was concluded with the customer and/or we can prove that we made reasonable efforts to obtain a replacement without success.
§ 5 Acceptance/Acceptance
(1) The purchaser is obliged to accept/accept the goods/services delivered on the agreed handover date.
(2) If the purchaser does not accept the ordered goods/services on the agreed handover/acceptance date without a justifiable reason, even though we have actually offered them the contractually owed goods/services, or if the purchaser does not call up the goods/services on the agreed delivery date and refuses to do so If the customer refuses to take over/accept the goods or call them off without authorization even after a reasonable grace period set by us has expired, or if he has seriously and finally declared that he refuses to take over/acceptance, the agreed remuneration/price will be due for payment.
(3) The customer must reimburse us for the shipping company's usual storage costs for the period of delay. However, we are also entitled, at our discretion, to withdraw from the contract and demand compensation or to demand compensation instead of performance. In these cases, we can demand 25% of the agreed total price as flat-rate compensation. The customer reserves the right to prove lesser damage; We reserve the right to prove greater damage.
§ 6 Transfer of risk
(1) If the customer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods passes with the handover, or in the case of a mail order purchase with the delivery of the item to the freight forwarder, the freight carrier or the person otherwise designated to carry out the shipment or institution to the purchaser.
(2) If the customer is a consumer, the risk of accidental loss and accidental deterioration of the item sold, even in the case of a mail order purchase, only passes to the customer when the item is handed over.
(3) This handover is deemed to be the same if the purchaser is in default of acceptance.
§ 7 Liability for defects
(1) Liability for defects is based on the statutory provisions, taking these conditions into account.
(2) If the purchaser is an entrepreneur, the purchaser's warranty rights require that he has properly fulfilled his obligation to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).
(3) Material defects must be reported immediately in writing. Defects that cannot be discovered immediately even after careful inspection must be reported in writing immediately after discovery. The defects must be described in as much detail as possible to the purchaser.
(4) The purchaser's rights are initially limited to repairs. If this fails, the customer must give us a long period of time to make improvements if this is reasonable. After the deadline has expired, the customer is entitled to reduce the remuneration/price.
(5) Descriptions of the goods in brochures, catalogs and advertising materials merely represent information about their quality. Guarantees, assurances of properties or assurances of special obligations are only deemed to have been given if the terms “guarantee” or “assurance” are expressly mentioned.
(6) Claims arising from guarantee declarations from third parties, for example the manufacturer or supplier, must be asserted directly with the guarantor. Without an express agreement, we are not liable for the existence of such third-party guarantees, especially not in the event of the guarantor's insolvency.
(7) If only one individual component delivered is defective, we are entitled to fulfill a replacement delivery request from the purchaser by providing a defect-free individual component, provided this is appropriate and reasonable for the purchaser.
(8) Claims for defects do not exist if there is only an insignificant deviation from the agreed quality, if there is only an insignificant impairment of usability, if there is natural wear and tear or if there is damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials, defective construction work, unsuitable subsoil or due to special external influences that are not assumed under the contract. If repair work or changes are carried out improperly by the customer or third parties, no claims for defects arise for these or the resulting consequences.
(9) If the customer is an entrepreneur, claims for defects expire 12 months after the transfer of risk.
§ 8 Retention of title
(1) In contracts with consumers, we reserve ownership of the goods we deliver until the remuneration/price has been paid in full.
(2) If the customer is an entrepreneur, we reserve ownership of the goods delivered by us until all claims from an ongoing business relationship have been settled in full.
(3) The purchaser is obliged to treat the goods with care during the retention of title. If maintenance and/or inspection work is necessary, the purchaser must carry this out regularly at his own expense.
(4) The purchaser is obliged to immediately notify us of any access by third parties to the goods, for example in the event of compulsory enforcement measures, as well as any damage or destruction of the goods. The customer must reimburse us for all damages and costs that arise from a breach of these obligations and from necessary intervention measures against third-party access to the goods.
(5) The purchaser may, to the extent and as long as our retention of title exists, neither assign nor pledge goods as security without our consent. Conclusion of financing contracts that include the transfer or pledging of our reserved rights require our prior written consent, unless the contract obliges the financing institution to pay the remuneration to which we are entitled directly to us.
(6) The customer undertakes to protect our property accordingly even if the goods delivered are not intended directly for the customer but for third parties. He will expressly inform the recipient of this retention of title.
§ 9 Limitation of liability
(1) In the case of slightly negligent breaches of duty, our liability is limited to the direct damage that is foreseeable and typical for the contract. The same also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.
(2) We are not liable for slightly negligent breaches of non-essential contractual obligations, the breach of which does not jeopardize the execution of the contract.
(3) The above limitations of liability do not affect the purchaser's claims arising from product liability or warranty. Furthermore, the liability limitations do not apply to physical injuries or damage to health or loss of life of the customer that are attributable to us.
(4) Mandatory statutory liability regulations remain unaffected.
§ 10 Set-off, right of retention
(1) The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or recognized by us. If the customer is an entrepreneur, a right of retention is excluded unless the customer's counterclaim comes from the same contractual relationship and is undisputed or legally established.
(2) The customer may only exercise a right of retention if his counterclaim is based on this contract.
§ 11 Final provisions
(1) It is pointed out that personal data collected within the framework of business relationships or in connection with them will be processed within the meaning of Art. 2 of the General Data Protection Regulation (GDPR), provided that the requirements of Art. 6 para. 1 GDPR is available.
(2) To the extent permitted by law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our company headquarters.
(3) If individual provisions are wholly or partially ineffective, this will not affect the effectiveness of the remaining provisions. The fully or partially ineffective regulation should be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one.
(4) The customer's attention is drawn to the fact that the European Commission provides a platform for online dispute resolution at https://ec.europa.eu/consumers/odr/ , which provides for the possibility of an out-of-court arbitration procedure. However, we are neither obliged nor willing to participate in such a procedure.
