As of 10.2012
Article 1: General provisions
1.1. These conditions are an integral part of the contractual relationship between us (contractor) and the customer (purchaser / buyer). These conditions apply to all offers, contracts and deliveries. This also applies to oral or electronic agreements.
1.2. Conditions of purchase deviating from these conditions of the purchaser / purchaser are only valid in individual cases and only if this has been expressly confirmed in writing. A contract fulfillment by us does not replace this written confirmation.
Article 2: Offers and contract
2.1. All offers are non-binding. The contract is only concluded upon receipt of our written order confirmation. In the case of immediate order execution, the delivery note or invoice also counts as an order confirmation.
Additional agreements, changes or additions to the contract require our written confirmation.
2.2. The documents belonging to the offer or the order confirmation, such as drawings and illustrations as well as other information and performance data, even if they are contained in public statements, in particular advertising, are only binding if they are expressly designated as binding. Incidentally, information on the delivery and service is only to be considered as approximate.
If the purchaser / buyer provides us with documents, drawings and the like, we can assume that they are correct and our offer will be based on them.
2.3. We reserve the right to make changes and improvements to our articles
To be carried out insofar as they are reasonable for the client taking into account our interests.
2.4. If the client wishes to terminate the contract without being a failure of the contractor and the contractor agrees, the contract will be terminated by mutual agreement. In this case, the contractor is entitled to reimbursement of all pecuniary losses, such as losses incurred, reduced profits and costs incurred.
Article 3: Prices and terms of payment
3.1. Our prices are net ex works (ex works), plus VAT and plus shipping and handling costs.
3.2. Freight-free prices are valid under the condition of unimpeded rail, road and boat traffic on the relevant traffic routes. Tolls, diesel surcharges and customs fees are excluded and will be listed separately on the invoice.
3.3. The prices stated in the order confirmation are binding for a delivery within four months after the conclusion of the contract.
3.4. If after the date on which the contract has been concluded, four months
If the fulfillment of the contract by the contractor has not yet been completed, an increase of the price-determining factors may be charged to the client.
In particular, an increase in raw material prices and wage or transport costs or our purchase prices may lead to a change in the contract price. In this case, the price changes are only possible within the framework of and to compensate for the price and cost increases mentioned.
Only if our prices, taking into account these circumstances, increase by more than 5% of the price stated in the order confirmation, is the customer entitled to withdraw from the contract. Such resignation can only be done within one week of the announcement of the price change.
The calculation and payment of the price increase takes place together with the payment of the principal amount or the last installment.
3.5. Unless otherwise agreed in our offer or in the written order confirmation, payments for new equipment are due net cash within 30 days of the invoice date. For spare parts a payment period of 14 days from date of invoice applies. A discount of 2% within 10 days is only allowed if this has been expressly agreed and confirmed with the order confirmation / invoice.
3.6. The contract is considered fulfilled, after delivery of the goods and after booking the full payment on our account.
3.7. The withholding of payments by the client is excluded if the counterclaims result from another contractual relationship.
3.8. The client can only declare offsetting against counterclaims if these are uncontested or legally established claims.
3.9. Bills of exchange are only accepted after prior agreement and only on account of payment and subject to the possibility of discounting. If payment is made through bills of exchange, checks or other instruction documents, the client bears the costs of discounting and collection, unless otherwise expressly agreed.
3.10. Prerequisite of the contract conclusion and the delivery is the creditworthiness of the client. If, after conclusion of the contract, we obtain information which does not give rise to the granting of a loan in the amount resulting from the contract, or if there are facts which give us cause for doubt in this regard, a substantial deterioration in the financial position (foreclosure, suspension of payments, insolvency, Business dissolution, business transfer), we are entitled to demand advance payment or security deposit or an immediate cash payment without regard to contrary earlier agreements.
3.11. Under the same conditions, after delivery to the client, we are entitled to inspect its warehouse and to provisionally secure goods subject to retention of title up to cash payment, irrespective of conflicting earlier agreements. Transport and accommodation costs are borne by the client.
3.12. If no payment has taken place within the agreed payment period, the client immediately owe the contractor interest. The interest is 1% of the amount due each month, but is the same as the statutory interest if it is higher. When calculating the interest, a part of a month is considered as a whole month.
3.13. If no payment has taken place within the agreed payment period, the client owes the contractor all court and out-of-court costs with a minimum amount of Euro 100, – for dunning and debt collection.
3.14. If the client comes with a claim in whole or in part in default, so be
All our claims arising from the entire business relationship are due immediately in cash, irrespective of any bills of exchange accepted. The client may then no longer sell the goods in our sole and joint ownership and must return them to us on request.
Article 4: Delivery time
4.1. The delivery time is set by the contractor approximately and without obligation.
4.2. In determining the delivery time, the contractor assumes that he will be able to execute the order in the circumstances that are known to him at that time.
4.3. The delivery period begins when all technical details have been met, when all the necessary documents, final drawings and so on are in the possession of the contractor, when the agreed (installment) payment has been received and all necessary conditions for the execution of the contract have been fulfilled.
a. In the case of circumstances other than the contractor’s knowledge, than
If he has set the delivery time, the contractor may extend the delivery time by the time required to complete the order under these circumstances. If the work can not be fit into the contractor’s planning, it will be terminated as soon as his planning allows it.
In the case of additional work, the delivery time will be extended by the time necessary to deliver (have delivered) the required material and parts and perform the additional work. If the additional work can not be fit into the contractor’s planning, the work will be stopped as soon as planning permits.
In the event of a suspension of obligations by the contractor, the delivery time shall be extended by the duration of the suspension. If the continuation of the work can not be adapted to the contractor’s planning, the work will be stopped as soon as the planning permits.
If the weather does not allow the work to be carried out, the delivery time will be extended by the time that can not be worked.
The delivery period is extended appropriately in the case of delays in the context of legal labor disputes, strikes, etc., in one’s own company as well as third-party companies. This also applies to the occurrence of unforeseen events, such as mobilization, war, export and import bans, special statutory or regulatory requirements, raw or fuel shortages, etc. insofar as the obstacles are demonstrably influential on the completion or delivery of the delivery item. If these conditions are met, we are also entitled to withdraw from the contract.
4.4. The delivery time is adhered to, if the delivery item up to its expiration the work has left or upon collection by the customer, the delivery is ready to ship and this is communicated to the customer. Partial deliveries can not be rejected by the client.
4.5. Exceeding the agreed delivery time will in no case lead to a claim
Compensation; unless this has been agreed in writing.
4.6. If the shipment is at the request of the client or for reasons that the client to
We will charge the customer, starting one month after notification of readiness for dispatch, for the costs incurred by the storage with at least 0.5% of the invoice amount for each commenced month. The assertion of further rights from the default remains unaffected. In addition, we are entitled, after setting and fruitless expiry of a reasonable period for acceptance, to otherwise dispose of the object of delivery and to re-supply the client with a reasonable period of time or to withdraw from the contract and / or claim damages.
Article 5: Delivery and retention of title
5.1. Upon purchase, delivery takes place ex works. The risk of the item is transferred at the time the contractor makes it available to the buyer. The delivery is always without assembly, unless this has been agreed in writing.
5.2. Without prejudice to the provisions of the previous paragraph, contracting entities and contractors may
agree that the client arranges the transport. The risk of storage,
Charging, transporting to unloading is in this case the contractor. The
The customer bears the costs for the risk insurance in all cases.
5.3. A product is considered to have been handed over when the freight forwarder of the client receives the goods
or the delivery company of the contractor delivers the product (at the customer or the delivery address specified by him). Transport damage must be reported to the contractor on the day of delivery. After transfer of the product, the full risk lies with the client.
The trademarks that we affix to the product, as well as the nameplate, must not be removed.
5.4. Even if the contractor installs and / or installs the goods sold, the risk passes to the moment the contractor provides the goods to the buyer at the seller’s premises or at another agreed location, unmounted.
5.5. If a purchase is an exchange and the buyer continues to use the item that is to be exchanged in anticipation of the new item, the risk of the item to be exchanged remains with the buyer until the date of purchase he handed these over to the contractor.
5.6. If the products are to be mounted by the client on a forklift, then
Complete information on the interface and hydraulic connections must be made known to the contractor in good time before delivery. If these details are not timely or complete, the contractor will not be responsible or pay for any required on-site adjustments.
5.7. If demonstration, rental or bridging equipment is in use, the risk for damage of any kind, loss etc. lies with the client. Such devices are to be maintained by the client and at the expense of the customer according to the maintenance instructions.
5.8. The risk of loss, theft, damage etc. in return deliveries lies with the client
until return to the contractor.
5.9. Special packaging requests of the client are 3 weeks before delivery
tell. The costs will be charged to the client.
5.10. Packaging, as well as pallets, containers or the like are not included.
If they are not calculated, they are to be considered as exchange packaging. They must be returned carriage paid in clean and undamaged condition.
5.11. We reserve the ownership of the goods delivered by us as well as of yours. To the fulfillment of all our claims arising from the business relationship against the customer.
5.12. If the reserved goods by the client together with own or third party goods sold, the customer assigns the claim resulting from the resale to us in the amount of the reserved goods.
5.13. If we gain co-ownership of the new object by processing or assembly with the goods subject to retention of title with other goods, the assignment shall be recorded
Resale the portion of the claim corresponding to our co-ownership, insofar as this can be determined. Otherwise the invoice value of the processed reservation software. The additional claim arising from the sale of the entire item shall be assigned to us under the condition precedent of satisfaction of the secured claims of the co-entitled supplier (s).
5.14. As long as the client meets his obligations, the assignment will be silent
Assignment treated and the principal until the collection of the claim authorized. The client has to book the assigned receivables separately and store them separately.
Article 6: Intellectual property rights
6.1. Unless otherwise agreed, we retain the copyrights and all rights in
Reference to the industrial property of the offers made by him, the drafts, illustrations, drawings, (test) models, programs and so on. They may not be made accessible to third parties and must be returned to us on request.
6.2. The rights to the documents referred to in paragraph 1 remain our property irrespective of whether costs have been charged to the client for their production. These documents may not be copied, used or shown to third parties without our express consent. In case of breach of this provision, the client has to pay us a penalty of Euro 10,000. This penalty may be required in addition to damages based on statutory provisions.
Article 7: Liability and warranty
7.1. The Contractor shall be liable for any damage suffered by the Principal and which is the direct and exclusive consequence of an omission attributable to the Contractor in the context of statutory product liability. For a refund, however, only the damage against which the contractor is insured or reasonably should have been insured.
7.2. Reimbursement is excluded: a. Indirect damage such as operational damage, including damage caused by, for example
Delay and loss of profit;
b. Monitoring damage. Surveillance damage includes , inter alia, damage caused by or during the performance of the work taken over, objects being worked on, or objects located in the vicinity of the place where work is being carried out; c. Damage caused by intent or deliberate carelessness of assistants .
7.3. The Principal shall be liable to the Contractor for all third party claims for product liability as a result of a defect in a product supplied by the Principal to a third party and consisting (inter alia) of products and / or materials supplied by the Contractor ,
7.4. The contractor guarantees for a period of 12 months or 1500 operating hours
(starting from a one-shift operation) after the handover / delivery the good execution and the agreed function. The warranty applies to production and design defects. Damage or interference from other causes is not a guarantee. Violent damage, wearing parts and seals are excluded from the guarantee.
7.5. Obvious or recognized defects must be reported to us immediately by the client
immediate adjustment of any processing in writing. In the case of violations of the inspection and complaint obligations, warranty claims are excluded. Further legal obligations remain unaffected.
7.6. If the client gives us no opportunity to convince ourselves of the defect, he asks
In particular, on request, the goods complained about, stating the device type and serial number or samples thereof are not immediately available, all warranty claims. This also applies if changes were made to the product without our written consent, the maintenance was faulty or the operation or operation was improper.
7.7. In case of justified, timely notice of defects, we are at our discretion for repair
or replacement delivery required. If the rectification fails or if we fail to meet the replacement obligation or fail to do so in accordance with the contract, the client can declare his rescission of the contract. In the event of a minor breach of contract, in particular in the case of only minor defects, the client has no right of withdrawal.
7.8. If it turns out that the delivery was unsuitable, the item must be returned carriage paid to the contractor. Then the contractor will decide if he: – repairs the matter; – exchange the matter; – issued a credit note to the client for a corresponding part of the invoice.
– leaves the repair to the client. In this case, the required parts
provided free of charge. Any required small items will not be paid. Unless expressly agreed, the repair time will not be assumed by the contractor. The defective parts must always be sent to the contractor for inspection.
7.9. The client must in all cases offer the contractor the opportunity to remedy a possible defect or to carry out the processing again.
7.10. The client can only rely on the guarantee after having all his
Obligations to the contractor.
7.11. The client can no longer invoke a defect of performance if he has not complained in writing to the contractor within 14 days of discovering the defect or reasonably discovering it.
Article 8: Final provisions
8.1. The place of performance and jurisdiction for all disputes arising from any business to which the general terms and conditions apply is our place of business both for actions brought by us and for actions brought against us.
8.2. The relationship between us and the client is subject exclusively to the law of
Federal Republic of Germany. D he parties may have a different form for the settlement
disputes such as arbitrage or mediation.
8.3. Are or will individual provisions of these terms and conditions
this shall not affect the validity of the remaining provisions.
In place of the invalid provision, the legally valid provision that comes closest to the purpose of the ineffective provision shall apply.