Terms of Sale Rev.1 - 2020-03-10
Our deliveries and services are based exclusively on the following Conditions, provided the buyer is an entrepreneur within the meaning of § 14 BGB, legal person of public law or a special fund under public law. Eventually General terms and conditions of the buyer are hereby rejected. Apply our conditions of sale in the valid at the time of the order of the buyer Frame.
2. Conclusion of contract
2.1 Our offers are subject to change.
2.2 All orders received by us are binding contractual offers We can accept these within ten working days of receipt. Our acceptance takes place by sending an order confirmation in text form or by Delivery of the goods to the buyer.
3. Terms of payment
3.1 The purchase price is due immediately. Our invoices are due within 30 days Balance access. Then the buyer is in default. The bill applies two days after dispatch by us as received.
3.2 Is it agreed that the goods within a certain period after our notification readiness for dispatch should be released by the buyer for dispatch (call-off) we are entitled to invoice the goods from the time of readiness for dispatch.
3.3 Payment must be made without any cash discount deduction in such a way that we can dispose of the amount on the last day of the payment period.
3.4 The buyer may only with undisputed or legally established claims offset. He is only entitled to rights of retention insofar as they are on the same Contractual relationship.
3.5 If the targets are exceeded (see Section 3.1), we have legal rights Debt default. In particular, we are entitled to interest on arrears in the amount of 9 Percentage points above the applicable base rate p. a. to demand.
3.6 As far as a result of subsequently occurring circumstances, from which an essential Deterioration of the buyer's assets, our payment claim is at risk, we are entitled to immediately demand all outstanding amounts. 3.7 In the cases of para. 3.6 and section 5.8 we can use the debit authorization (Section 5.7) and request advance payment for outstanding deliveries.
3.8 The 3.6 and in para. 5.8 the legal consequences named by the buyer Avert security deposit in the amount of our endangered payment claim. Performs the buyer in the cases of para. 3.6 or no. 5.8 within a reasonable period neither advance payment nor a security deposit in the amount of our risk Payment entitlement, we are to exercise the withdrawal to the exclusion of The purchaser is entitled to compensation claims.
We are entitled to collateral that is customary for our type and scope Claims, also insofar as they are conditional or limited.
5. Retention of title
5.1 All delivered goods remain our property (reserved goods) until they are fulfilled all claims, in particular also the respective balance claims that we in the To be entitled to within the framework of the business relationship. This also applies to future and contingent Requirements.
5.2 Processing and processing of the reserved goods is carried out for us as a manufacturer in the sense of § 950 BGB without binding us. The processed and processed goods are considered Reserved goods within the meaning of para. 5.1.
5.3 When processing, combining and mixing the reserved goods with others Goods by the buyer are the co-ownership of the new item in the ratio of Invoice value of the reserved goods to the invoice value of the other used Goods too. If our property expires through connection, mixing or processing, so The buyer is already transferring the ownership or Entitlement rights to the new stock or thing to the extent of Invoice value of the reserved goods, in the case of processing in the ratio of Invoice value of the reserved goods to the invoice value of the other used Goods, and keep them free of charge for us. Our co-ownership rights are considered Reserved goods within the meaning of para. 5.1.
5.4 The buyer may only use the reserved goods in the ordinary course of business resell normal terms and conditions and as long as he is not in default, provided that he reserves ownership and claims from the Resale in accordance with para. 5.5 and 5.6 pass to us. To others He is not entitled to dispose of the reserved goods. As a resale in For the purposes of this provision, the use of the goods subject to retention of title also applies to the fulfillment of Work and work supply contracts.
5.5 The buyer's claims from the resale of the goods subject to retention of title already ceded to us. We accept the assignment. They serve in to the same extent as security as the reserved goods within the meaning of para. 5.1.
5.5 The buyer's claims from the resale of the reserved goods will be already ceded to us. We accept the assignment. They serve in to the same extent as security as the reserved goods within the meaning of para. 5.1.
5.6 If the reserved goods are resold by the buyer together with other goods, the claims from the resale in the relationship of the Invoice value of the reserved goods at the invoice value of the other goods ceded. We accept the assignment. When reselling goods, in which we have co-ownership shares in accordance with para. 5.3 we will have ours Part of the claim assigned to co-ownership.
5.7 The buyer is entitled to collect the claims from the resale unless we revoke the direct debit authorization in the 3.6 and no. 5.8 mentioned cases. At our request, he is obliged to immediately withdraw his customers from the To teach assignment to us - unless it will do that itself - and to us to To provide the necessary information and documents. To assign the The buyer is never authorized to make a claim; this also applies to all types of factoring Transactions that the buyer does not have due to our direct debit authorization are allowed.
5.8 If the buyer is in arrears with the payment and this indicates a risk to the Feasibility of a not inconsiderable part of our claim, we are entitled to prohibit the further processing of the delivered goods, to retrieve the goods and to enter the customer's company if necessary. The retrieval is not Cancellation of the contract. Section 449 (2) BGB is waived in this respect.
5.9 We must be informed of any attachment or other impairments by third parties Notify buyer immediately.
5.10 If the value of the existing collateral exceeds the secured claims altogether by more than 10%, so we are released to the extent requested by the buyer committed by collateral of our choice.
6. Delivery times, delivery dates
6.1 The delivery takes place on the agreed delivery date or within the agreed Delivery time ex works.
6.2 Delivery times begin with the date of our order confirmation, but not before complete clarification of all details of the order; The same applies to delivery dates. All delivery times and dates are subject to unpredictability Production disruptions and timely self-delivery by upstream suppliers with whom we have concluded a congruent cover transaction.
6.3 In the case of call orders, the buyer's call must be timely before the desired one The delivery date is received by us. 6.4 The buyer takes over or arranges the transport of the goods or will dispatch them delayed for reasons for which the buyer is responsible, it is sufficient to comply with the Delivery time, the notification of readiness for dispatch by us.
6.5 Does the buyer fulfill contractual obligations - including cooperation or ancillary obligations such as Opening a letter of credit, providing domestic or foreign certificates, Making an advance payment or similar - not in time, we are entitled to our Delivery times and dates - without prejudice to our rights arising from the delay of the buyer - appropriate according to the needs of our production process postpone.
6.6 The time of notification is for compliance with the delivery times and dates Readiness for dispatch or dispatch ex works is decisive.
6.7 In the event of force majeure, the delivery times are extended or postponed Delivery dates reasonable. Industrial disputes also count as cases of force majeure own and external companies, transport delays, machine breakdown, sovereign Measures and other circumstances for which we are not responsible. The event higher We will immediately report violence to our buyer. At the earliest six weeks After receiving this notification, the buyer is entitled to withdraw from the contract. 6.8 If the delivery deadlines are not met, the buyer has the rights under §§ 281, 323 BGB only if he has set us a reasonable period for delivery, which - in so far as deviating from §§ 281, 323 BGB - with the declaration that he is the Refuse to accept the service after the deadline. After unsuccessful expiry of Deadline, the right to fulfillment is excluded.
7. Measure, weight, quality
Deviations in size, weight and quality are in accordance with DIN or the applicable standard (+/- 10%) permitted. The weights are determined on calibrated scales and are for the Invoicing decisive. Proof of weight is provided by submitting the Weighing report. Unless an individual weighing is usually carried out, this applies in each case Total weight of the shipment.
8. Dispatch, packaging and transfer of risk
8.1 Unless otherwise agreed, we determine the carrier or Carrier.
8.2 If the loading or transportation of the goods for a reason that the buyer has represented, so we are entitled, at the expense and risk of the buyer Store goods at reasonable discretion, all suitable for preserving the goods measures that appear and to invoice the goods as delivered. The same applies if goods declared ready for dispatch are not within four days be retrieved. The statutory provisions on default of acceptance remain
8.3 Unless the delivery of the goods is replaced by the notification of readiness for dispatch (Section 6.4), there is a risk of accidental loss or accidental deterioration of the goods three working days after sending the readiness for dispatch to the buyer about.
8.4 As far as is customary in the trade, we deliver the goods packaged. Costs are paid by the buyer. Packaging, protective and transport aids are - insofar as permitted by law -
not taken back, with the exception of means of deposit, loading and transportation. An over packaging or other special protection, e.g. B. for long-term storage or storage, requires an express Agreement.
8.5 In the event of transport damage, the buyer must immediately take stock of the situation with the responsible authorities.
8.6 The buyer is responsible for taking out transport or other insurance.
9. Claims for defects
9.1 The goods are in accordance with the contract if, at the time of the transfer of risk, the goods agreed specification does not deviate or deviates only insignificantly. Conformity and Our goods are free of defects only according to the express Agreements on quality and quantity of the ordered goods. A guarantee for a certain purpose or suitability is only so far accepted when this is expressly agreed; otherwise the suitability and Use risk exclusively to the buyer.
9.2 Contents of the agreed specification and any expressly agreed Intended use do not constitute a guarantee; the assumption of a guarantee requires the written agreement.
9.3 The buyer has to examine the received goods immediately after receipt. Claims for defects only exist if defects are immediately notified in writing, hidden material defects must be reported immediately after their discovery. To Carrying out an agreed acceptance is the notification of defects in this Acceptance could be determined, excluded.
9.4 The buyer has the opportunity to make a complaint immediately To give a review of the rejected goods; the objection is to us upon request To provide goods or a sample of them at our expense. At unauthorized complaints, we reserve the burden of the buyer with freight and handling costs as well as the inspection effort.
9.5 For goods that have been sold as declassed material, e.g. B. so-called IIa Material, are available to the buyer regarding the specified errors and those with which he usually has to reckon with declassed material, none Warranty claims for.9.6 In the event of a defect, we will choose at our discretion - taking into account the interests of the buyer - supplementary performance either by replacement delivery or by Make improvements. If the subsequent performance by us is not within one successfully completed within a reasonable period of time, the buyer can give us a set a reasonable period for supplementary performance, after which it either expires without result can reduce the purchase price or withdraw from the contract.
9.7 The warranty period in the event of defective delivery is one year from Transfer of risk. This does not affect the statutory warranty periods for Goods that are used for a building in accordance with their normal use and caused its deficiency. Also remain unaffected possible claims for damages in accordance with the following prov. 10th
9.8 Recourse claims of the buyer against us according to § 478 BGB are limited to the legal scope of third party claims for defects asserted against the buyer and assume that the buyer is obliged to give notice of defects in relation to us complied with § 377 HGB.
10.1 Unless otherwise stipulated in these conditions, we are liable Compensation only in the event of intent or gross negligence as well as culpable Violation of essential contractual obligations; for the rest is liability for simple Negligence excluded. All contractual obligations are essential, the fulfillment of which proper execution of the contract is made possible and on their basis Compliance with the contractual partner may regularly trust. In case of culpable injury We are liable for essential contractual obligations - except in cases of intent or intent gross negligence - only for the contractually typical, foreseeable damage.
10.2 The above limitations of liability do not apply in the event of injury to life, Body and health. Claims under the Product Liability Act remain unaffected.
10.3 The above limitations of liability also apply if we are at fault legal representative or vicarious agent.
11. Special features of the export
11.1 The buyer is obliged to consider any export restrictions, especially embargoes against individual countries, companies or Individuals to get knowledge and keep it up to date. The buyer undertakes to comply with all relevant requirements and this if necessary to also demand from its customers.
11.2 We expressly point out that the export of some of ours traded goods subject to approval by the Federal Office of Economics and Export control (BAFA) is subject. Our customers commit themselves to a corresponding approval - if necessary - when exporting the material purchased from us apply for.
11.3 Fetches a buyer who is based outside the Federal Republic of Germany (external customer) or its agent exports or sends them to the outskirts, the buyer has the tax proof required for export to teach. If this proof is not provided, the buyer has the right for deliveries VAT rate applicable within the Federal Republic of Germany from Pay the invoice amount.
12. Final provisions
12.1 Applies exclusively to all contractual relationships between us and the buyer the law of the Federal Republic of Germany to the exclusion of the Convention of the United Nations of April 11, 1980 on the international sale of goods.
12.2 The place of performance and jurisdiction for both parties to the contract is Mülheim an der Ruhr. We are also entitled to sue the buyer at his general place of jurisdiction.
12.3 Changes and additions to the contract as well as side agreements require the Written form. This also applies to a waiver of this written form clause.
12.4 If individual provisions in these terms of sale are ineffective, so This does not affect the effectiveness of these sales conditions.
12.5. The German version of these sales conditions is decisive. In other languages Versions are only translations.