General Terms and Conditions for the Sale of Goods
1. These Terms and Conditions are applicable to all present and future business relations with entrepreneurs. Entrepreneurs (hereinafter referred to as "Customer") within the meaning of these Terms and Conditions are natural persons, legal entities or incorporated partnerships with whom we do business and who act in pursuit of a commercial trade or business or on a self-employed basis.
2. Deviating, conflicting or supplementary General Terms and Conditions shall not become an element of the contract, even if these are known to us, unless we expressly agree to the applicability thereof.
1. The contract shall be concluded subject to the condition that we ourselves are properly supplied by our suppliers in due time. This applies only to cases where we are not to blame for a failure to supply, particularly to cases where we have entered into a transaction with our supplier concerning the actual goods that we are required to deliver to the entrepreneur in the specific case (congruent covering transaction). In the event that services are not available, the customer shall be informed without delay, and the consideration shall be refunded.
2. Our obligation to perform shall be suspended as long as the customer is in arrears with an obligation.
3. The delivery period shall commence at the time when the order acknowledgement is sent off, but not before the submission of documents, permits and clearances to be obtained by the customer and not before the receipt of any agreed payment.
4. The delivery period shall be met, if by the expiration thereof the delivery item has left the factory or readiness for shipment has been notified.
5. The goods shall be loaded and shipped uninsured at the customer's risk. On request we shall effect transport insurance for a charge.
6. If insolvency proceedings concerning the customer's assets are applied for or are rejected for insufficiency of assets, we shall be entitled to make a delivery of goods dependent upon payment on contemporaneous performance.
III. Billing, Payment
1. Unless otherwise agreed, prices apply ex works. Added thereto shall be the cost of loading, transportation and insurance where applicable as well as value-added tax and other applicable taxes and levies at the respective statutory rate.
2. Our invoices shall be payable, without any deduction, no later than 30 days after the invoice date. We shall allow a 2 % cash discount on payments made within 14 days after the invoice date.
3. The submission of bills of exchange shall be subject to our written consent. The customer shall fully bear charges and expenses in this connection as well as the risk of timely presentation and the risk of protestation.
4. In the case of an order value in excess of 2,500.00 € we shall reserve the right to handle the order on the basis of a letter of credit or cash before delivery.
IV. Warranty, Liability
1. All statements made about the suitability, processing and application of our products, all technical advice given and all other information provided shall be to the best of our knowledge, but shall not release the buyer from its own duty to examine and try the products.
2. Received goods shall be inspected for transport damage (apparent damage) upon delivery. Transport damage shall be noted at the time of delivery on the delivery documents vis-à-vis the carrier and shall be made known to us in writing without delay, no later than within 2 weeks. Otherwise the warranty shall not come into operation.
3. If the goods are defective or lack qualities that have been promised, we shall initially at our option remedy the defects or deliver a replacement. If we fail to remedy the defects or deliver a replacement, the customer may at its option demand a reduction in price or a cancellation of the contract.
4. Warranty claims to which the customer is entitled shall become statute-barred one year after the delivery of the goods.
5. Apparent defects that are recognisable upon proper inspection, in so far as such an inspection is feasible in the normal course of business, shall be reported by the customer in writing within a two-week period after delivery. Non-apparent defects that are not recognisable upon proper inspection shall be reported by the customer in writing within a two-week period after they are discovered. If the period for giving notice of defects is not met, the warranty shall not come into operation for defects affected by this.
6. We shall not be liable for a breach of duty by ordinary negligence, unless it concerns a material contractual duty (cardinal duty), irrespective of whether we or an accomplice committed the breach of duty. We shall not be liable for a breach of duty by gross negligence on the part of a low-level or non-managerial accomplice. In the event that we are held liable for a breach of a material contractual duty due to ordinary negligence, liability shall be limited to damages typically occurring in transactions of the type contractually agreed.
The above limitations are not applicable to claims of the customer that arise out of product liability. Furthermore the limitations of liability shall not apply in the event that the customer is physically injured, his health is damaged or his life is lost for reasons attributable to us.
7. Rights of retention and the right to offset on account of any counterclaims of the customer are excluded, unless these are undisputed or have been declared legally valid.
V. Reservation of Title
1. We shall reserve the title to all goods delivered by us up until the full payment of our total claim arising from the business relationship. By way of security the customer shall in this respect already fully assign to us upon the conclusion of the purchase contract the claims, along with all subsidiary rights, against its customers that accrue to it from the sale or on any other legal basis. If the value of the item serving us as security and delivered under reservation of title exceeds our total claim by more than 20 %, we shall at the request of our customer be obliged to release collateral security in this respect.
2. In the event that our goods are processed, combined or mixed, we shall be deemed the manufacturer of the resulting product such that we acquire the title thereto. If third-party reservations of title remain effective following processing, combining or mixing with third-party goods, we shall acquire co-ownership in the ratio of the invoiced values of the processed goods.
VI. Place of Performance and Jurisdiction, Choice of Law
The place of performance and jurisdiction for all obligations is Northeim, provided that the customer is a fully qualified merchant, a legal entity under public law or a special asset under public law. The law of the Federal Republic of Germany is exclusively applicable. The provisions of the UN Convention on Contracts for the International Sale of Goods is inapplicable.
VII. Escape Clause
If individual provisions of this contract with the customer including these General Terms and Conditions are or become ineffective in whole or in part, this shall not affect the validity of the other provisions. The provision that is ineffective in whole or in part shall be replaced by a provision whose object in economic terms comes as close as possible thereto.