AGB.

1 Scope of application

1.1 These General Terms and Conditions apply to entrepreneurs, legal entities under public law or special funds under public law. Our general terms and conditions apply to all current and future business relationships.

1.2 We deliver exclusively in accordance with the following terms and conditions. Deviating or more extensive terms and conditions of the customer shall not be recognised, even if we do not expressly object to them. Amendments and supplements must be made in writing, unless it is sufficiently clear from declarations in another form that they are to apply irrespective of the written form requirement.

1.3 If we have referred to our terms and conditions, they shall be deemed to have been recognised at the latest upon acceptance of the delivery, even if this has not been confirmed by the customer.

 

2 Offers, conclusion of contract

2.1 All our offers are subject to change. We reserve the right to prior sale, technical changes and price changes as long as the delivery contract has not been effectively concluded.

2. 2 Our offer or our written order confirmation shall be solely authoritative for the content of the contract and for the scope of delivery. Collateral agreements and amendments require our written confirmation in order to be valid.

2.3 An order shall not be deemed to have been accepted until it has been confirmed by us in writing or the delivery has been carried out.

 

3 Transfer of risk, dispatch and packaging, delay

3.1 The risk shall pass to the customer upon commencement of loading of the delivery parts by us or upon handover to the carrier, even if delivery is carriage paid. If despatch is delayed due to circumstances for which we are not responsible, the risk shall be transferred at the time of notification of readiness for despatch.

3.2 Dispatch and packaging shall be carried out at our discretion in an appropriate manner.

3.3 Delivery times stated by us are non-binding. If, in exceptional cases, we specify a binding delivery time, this shall only commence once all technical issues have been clarified. Compliance with our delivery obligation also presupposes the timely and proper fulfilment of the customer's obligations. Unforeseen events which make delivery of the goods impossible or significantly more difficult and which we have not caused intentionally or through gross negligence, e.g. operational disruptions, labour disputes, general shortages of raw materials, shall extend our delivery period to a reasonable extent.

3.4 We shall not be liable in the event of a slightly negligent breach of the obligation to deliver on time. This does not apply to damages resulting from injury to life, limb or health. The exclusion of liability for damages due to delay shall also not apply if the delay is due to a culpable breach of a material contractual obligation. In this case, however, the claim for damages shall be limited to the foreseeable, typically occurring damage.

 

4 Prices, terms of payment

4.1 Prices are quoted ex works in euros excluding packaging; the customer shall bear the costs of transport such as freight, loading, transport insurance and customs duties etc. If carriage paid delivery has been agreed, any additional costs for despatch requests of the customer which deviate from our price offer shall be borne by the customer.

4.2 Invoicing shall be on a euro basis at the prices generally applicable on the day of delivery, unless specific prices have been agreed. If, in accordance with the contract or for reasons for which the customer is responsible, delivery is made more than three months after the contract has been concluded, we shall be entitled to adjust the agreed prices in accordance with the changes in our general delivery prices within the framework of a price development in line with the market.

4.3 Payments shall be made free of charge in the agreed currency at our registered office.

4.4 Payments are to be made within 30 days of the invoice date and dispatch or readiness for dispatch without deduction. In the event of overdue payments, statutory interest shall be charged. Bank transfers shall be deemed as payment at the time of crediting and cheques upon receipt by us subject to encashment.

4.5 Money orders and bills of exchange shall only be accepted by special agreement and, like cheques, only on account of payment. Collection and discount charges shall be borne by the customer. Passing on and prolongation shall not be deemed fulfilment.

4.6 Rebates such as discounts or other benefits shall only be granted on the basis of special agreements. The customer may only deduct an agreed discount if he is not in arrears with other liabilities to us.

4.7 The customer may only offset against our claims or assert a right of retention on the basis of undisputed or legally established claims.

4.8 Delays in payment or becoming aware of a significant deterioration in the financial circumstances of the customer shall entitle us as the supplier to demand immediate full payment or adequate security without restricting our right to withdraw from the contract in this case.

4.9 The assignment of claims against us is excluded.

 

5 Call-off orders

5.1 In case of doubt, call orders must be accepted by the customer within twelve months of placing the order at the latest and paid for in full.

5.2 If a more favourable graduated price has been agreed on the basis of the total call-off quantity, we shall be entitled to adjust the price in accordance with the quantity scale if the customer does not accept the total quantity on time for reasons for which he is responsible.

5.3 After expiry of the deadline for a call-off order, we shall be entitled to withdraw from the contract due to the quantities not accepted and/or to demand compensation instead of delivery after setting a grace period in writing to the customer.

 

6 Retention of title

6.1 We reserve title to the goods delivered by us until all our claims arising from the business relationship have been paid.

6.2 We are entitled to demand the return of the goods subject to retention of title in the event of behaviour contrary to the contract on the part of the customer, in particular in the event of default in payment or breach of an obligation under these General Terms and Conditions.

6.3 The customer shall store the reserved goods for us free of charge. He shall insure them against the usual risks, e.g. fire, theft and water, to the usual extent. if the customer cannot provide evidence of insurance of the goods, we shall be entitled, but not obliged, to insure the goods accordingly at the customer's expense. the customer hereby assigns to us his claims for compensation to which he is entitled against insurance companies or other parties liable for compensation arising from damage of the above-mentioned kind, up to the invoice amount of the goods. We accept the assignment.

6.4 The customer is prohibited from pledging or assigning the goods subject to retention of title as security. In the event of seizure or other measures by third parties impairing our rights or in the event of suspension of payment, application for or opening of insolvency proceedings against the customer's assets, the customer must inform us immediately and provide us with all information necessary to assert our rights; the customer hereby irrevocably authorises us to enter his premises or land for this purpose and, if necessary, to dismantle and collect the reserved goods. The customer is also obliged to expressly inform third parties of our property rights in the event of seizure or other measures affecting our rights.

6.5 The customer is authorised to resell the goods to which we retain title in the ordinary course of business. He hereby assigns to us all claims in the amount of the invoice amount which accrue to him from the resale to a third party, and we accept the assignment. After assignment, the entrepreneur is authorised to collect the claim. We reserve the right to collect the claim ourselves as soon as the customer does not properly fulfil his payment obligations and is in default of payment.

6.6 The handling and processing of the goods by the customer shall always be carried out in our name and on our behalf. If the goods are processed with items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods supplied by us in relation to the other processed items. The same shall apply if the goods are mixed with other objects not belonging to us.

6.7 If the value of the security provided by us exceeds the value of the claim to be secured by more than 25%, we are obliged to release our security accordingly at the request of the customer.

6.8 If goods are taken back on the basis of the retention of title, they shall be utilised at the expense of the customer. Subject to any further damages, we shall be entitled to charge 15% of the realisation loss as a lump sum for costs.

 

7 Warranty and liability for damages

7.1 The delivered goods must be inspected immediately by the customer for defects. Defects recognisable during a proper inspection must be reported to us immediately in writing, at the latest within eight days of receipt of the goods (cut-off period).

7.2 Our statements regarding the properties of our products correspond to the results of our calculations, tests and trials. We do not give any guarantees in the legal sense. Public statements, recommendations or our advertising do not constitute a contractual description of the quality of the goods. Defects shall also not include defects caused by unsuitable or improper use of our goods, unauthorised modifications, incorrect assembly or incorrect commissioning, natural wear and tear, incorrect or negligent handling, unsuitable operating materials, replacement materials, chemical, electro-chemical or electrical influences. Defects are also not defects which are attributable to measures or designs which the customer has expressly requested or which occur in materials or products which the customer has supplied.

7.3 We shall initially provide warranty for defects by means of subsequent fulfilment, which, at our discretion, shall consist of rectification or replacement delivery. If the subsequent fulfilment fails, the customer may, at his discretion, demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). However, in the event of only a minor breach of contract, in particular in the case of only minor defects, the customer shall not be entitled to withdraw from the contract.

7.4 If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent fulfilment has failed, he shall not be entitled to any additional claim for damages due to the defect.

7.5 If the customer receives faulty assembly instructions, we shall only be obliged to supply faultless assembly instructions and only if the fault in the assembly instructions prevents proper assembly.

7.6 Claims for damages due to material defects and defects of title are excluded in the event of a slightly negligent breach of our obligation to deliver free of defects. This does not apply to claims arising from product liability and for damages resulting from injury to life, limb or health.

7.7 Claims of the customer due to a defect shall become time-barred one year after delivery of the goods. This shall not apply if we can be accused of fraudulent intent.

 

8 Liability

8.1 We shall not be liable for slightly negligent breach of insignificant contractual obligations.

8.2 The limitations of liability do not apply to claims of the customer arising from product liability, nor do the limitations of liability apply to damages resulting from injury to life, limb or health.

 

9. tax and customs regulations

The customer shall be liable for any damage incurred by us as a result of the customer providing incorrect or delayed information for tax or customs purposes, in particular with regard to VAT. We are not obliged to check this information ourselves.

 

10 Export control

European legal provisions must be observed in the implementation of foreign trade controls and in ensuring a reliable supply chain, and in particular confidentiality must be maintained with regard to negotiations, negotiation results, confidential documents and dispatch data.

 

11 Place of fulfilment, place of jurisdiction, applicable law

11.1 The place of fulfilment for all obligations arising from the contractual relationship is Aalen/Württ.

11.2 The place of jurisdiction for all disputes arising from the contractual relationship shall be Aalen/Württ. This shall also apply to claims arising from bills of exchange or cheques given for the fulfilment of contractual obligations. However, we are entitled to sue the customer at another competent court.

11.3 The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

 

Severability clause

Should individual provisions of the contract with the Customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall then be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

We are authorised to process data about the supplier within the meaning of the German Federal Data Protection Act (BDSG) and the EU General Data Protection Regulation (GDPR), which we receive from the supplier itself or from third parties within the scope of or in connection with the business relationship.

(Status: November 2011)