General Terms and Conditions of Business
General terms and conditions of sale and delivery
(Use towards companies)
1 General - scope of application
Our sales and delivery conditions apply exclusively. They shall also apply to all future business relations, even if they are not expressly agreed again. We do not recognize any terms and conditions of the customer that are contrary to or deviate from our Terms and Conditions of Sale and Delivery, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale and Delivery shall also apply if we carry out the delivery to the customer without reservation in the knowledge of the customer's terms and conditions that are contrary to or deviate from our Terms and Conditions of Sale and Delivery.
A contract is only concluded with our written order confirmation.
The qualities specified in the performance specification (order confirmation) comprehensively and conclusively define the characteristics of the delivery item.
Our declarations in connection with this contract (e.g. performance description, order confirmation, reference to DIN standards, etc.) do not contain any guarantee in case of doubt. In case of doubt, only express written declarations on our part regarding the assumption of a guarantee shall be decisive.
2 Offer - offer documents
Drawings, illustrations, dimensions and weights and other performance data are only binding if this has been expressly agreed in writing.
We reserve the right of ownership and copyright to illustrations, drawings, calculations and other documents. This shall also apply to such written documents that are designated as "confidential". The customer shall require our express written consent before passing them on to third parties.
3 Prices - Terms of payment
Unless otherwise stated in the order confirmation or unless otherwise agreed, our prices shall apply "ex works", including packaging.
Unless otherwise stated in the order confirmation or in the absence of other separate agreements, the net purchase price (without deduction) is due for payment 30 days after the date of invoice. If the customer is in default of payment, we are entitled to demand interest on arrears at a rate of 9% points above the respective prime rate p.a. If we are able to prove higher damages caused by delay, we are entitled to claim these damages as well.
We send our invoices in electronic form as PDF documents. We would like to point out that these invoices must be stored in a forgery-proof manner.
4 Delivery time
The beginning of the delivery time stated by us assumes that all technical questions have been clarified.
We shall only be responsible for the timely procurement of the delivery item if we receive the delivery item or the necessary supplies on time. However, we shall inform the customer immediately about the non-availability or untimely availability of the delivery item or the supplies. The burden of proof that we are responsible for a breach of duty in connection with the procurement of the delivery item lies with the customer. We shall immediately reimburse any consideration already received.
Compliance with our delivery obligation presupposes the timely and proper fulfilment of the obligations of the customer. We reserve the right to raise the defence of non-performance of the contract.
If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, and so for any additional expenses incurred. We reserve the right to assert further claims.
If, in the event of default of acceptance, the customer does not comply with a written request for acceptance within a reasonable period of time, we shall be entitled to refuse performance of the contract and to claim damages for non-performance. In this case, we are entitled to demand either a lump sum of 20% of the agreed gross purchase price as compensation for damages, unless the customer proves a lower damage, or to demand compensation for the damage actually incurred from the customer.
Insofar as the conditions of No. 4 (3) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
Partial deliveries are permissible, taking into account the interests of the customer.
In cases of force majeure, strike, lockout or similar unforeseen events that impede the execution of an order, we are not bound to the agreed delivery time for the duration of the impediment.
5 Shipping Conditions - Transfer of Risk
As far as the dispatch is not carried out by ourselves, all shipments are at the risk of the customer, who is also responsible for the insurance of the goods. The transfer of risk takes place at the time the goods are handed over by us to the shipping agent or the customer.
Recognizable transport damages are to be claimed in writing immediately upon acceptance of the goods, hidden transport damages within 7 days at the latest to the delivering shipping agent.
If the goods are shipped by us, we reserve the right to choose the shipping route and the shipping method.
6 Warranty and liability for other defects
Guarantees are only given by us within the framework of individual contractual agreements.
The obligation to examine and give notice of defects pursuant to § 377 HGB (German Commercial Code) shall also apply if the customer is the ordering party within the meaning of § 14 BGB (German Civil Code) and the order is placed in the exercise of a commercial or self-employed professional activity.
The legal warranty period for new goods is limited to one year - with the exception of claims for damages according to item 7 of these GTC's.
For used goods, the warranty - with the exception of claims for damages according to item 7 of these GTC's - is excluded altogether.
Complaints can further not be accepted if it is a second choice or a special item and the usability of the goods is not significantly affected. Defects taken into account at the time of purchase cannot be claimed as complaints. Complaints due to impairments that are unavoidable according to the state of the art, such as unavoidable color deviations or irregularities in the structure of real wood veneer or leather, do not constitute defects, since the cause is neither material-related nor production-related. The same applies to minor deviations in quality, weight, size, thickness, width, finish, patterning and color, insofar as these are permitted by valid standards.
Insofar as there is a defect in the purchased item for which we are responsible, there is - insofar as this deviates from § 439 Para. 1 BGB - a claim to rectification of defects or replacement delivery at our discretion. The place of subsequent performance is our registered office.
If two attempts at repair or replacement fail, the customer shall be entitled, at his discretion, to withdraw from the contract or to demand a corresponding reduction in the purchase price (abatement). Further claims of the customer are excluded. This applies in particular to claims for damages by the customer.
Insofar as the customer asserts rights under the recourse provisions of §§ 478, 479 BGB (German Civil Code), we shall exclude liability for damages against the customer - to the extent permitted by law.
We are liable without limitation in accordance with the statutory provisions for damage to life, body and health resulting from a negligent or intentional breach of duty by us, our legal representatives or our vicarious agents, as well as for damage covered by liability under the Product Liability Act. We shall be liable in accordance with the statutory provisions for damages which are not covered by sentence 1 and which are based on intentional or grossly negligent breach of contract as well as fraudulent intent by us, our legal representatives or our vicarious agents. In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage, unless we, our legal representatives or our vicarious agents have acted intentionally. To the extent to which we have given a guarantee of the quality of the goods or parts thereof, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damages which are based on the absence of the guaranteed quality but which do not directly affect the goods if the risk of such damage is obviously covered by the quality guarantee.
We shall also be liable for damages caused by simple negligence insofar as the negligence concerns the violation of such contractual obligations, the observance of which is of particular importance for the achievement of the purpose of the contract. However, we shall only be liable to the extent that the damages are typically associated with the contract and are foreseeable.
Any further liability is excluded regardless of the legal nature of the asserted claim; this applies in particular to claims in tort or claims for compensation for futile expenditure instead of performance.
As far as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.
We are entitled to withdraw from the contract at any time and without reminder if the financial circumstances of the customer have deteriorated significantly and as a result the fulfilment of the customer's obligations is at risk. These conditions shall be deemed to have been fulfilled, for example, if the customer ceases payments, if enforcement measures are taken against him because of claims to payment, protests against bills of exchange and cheques, or if insolvency proceedings are applied for or opened against the customer's assets. The rights also exist if these conditions already exist at the time of conclusion of the contract, but were not known to us.
9 Retention of title
We reserve title to the purchased item until receipt of all payments arising from the business relationship (in the case of payment by cheque or bill of exchange, until it has been honoured).
The customer is obliged to treat the purchased item with care. In particular, he is obliged to insure it sufficiently at his own expense against fire, water and theft damage for its replacement value.
In the case of seizure and other interventions, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO. Insofar as the third party is able to reimburse the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
The customer is entitled to resell the purchased goods in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including value-added tax) of our claim which accrue to him from a resale against his customers or third parties, irrespective of whether the purchased goods have been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. We undertake, however, not to collect this claim as long as the customer meets his payment obligations from the proceeds received, does not fall into arrears and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. And so we can demand that the customer discloses the debtors' claims assigned to us, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.
The processing or alteration of the purchased item by the customer is always carried out for us. If the object of purchase is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the value of the object of purchase (final invoice amount, including value-added tax) to the other processed objects at the time of processing. For the rest, the same shall apply to the object resulting from processing as to the object of sale delivered under reservation of title.
The customer also assigns to us the claims to secure our claims against him which arise against a third party through the connection of the purchased item with a property.
The rights of the customer to resell, process or transform the purchased goods shall expire in any case even without further declarations on our part in the event of insolvency (see § 17 InsO) or in the event of an application for insolvency of the customer's assets.
10 Applicable law
Contractual relationships to which these Terms and Conditions of Sale and Delivery apply shall be governed by the law of the Federal Republic of Germany - the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 are excluded.
11 Legal venue - place of performance
For all disputes arising from the contractual relationship, if the customer is a merchant, a legal entity under public law or a special fund under public law, the local court responsible for our registered office or the chamber of commerce of the regional court responsible for our registered office shall be competent, depending on the amount in dispute. However, we are also entitled to sue the customer at the court of his place of residence or business.
Unless otherwise stated in the order confirmation, our registered office is the place of performance.
Die vorstehenden Verkaufs- und Lieferbedingungen gelten vom 01.07.2015 an.