§ 1 Validity
(1) All deliveries, services and offers of the Vendor shall be made exclusively on the basis of these General Terms and Conditions of Delivery. These are an integral part of all contracts concluded by the Vendor with its contractual partners (hereinafter referred to as “Purchaser”) concerning the goods and services offered by the Vendor for the products. They shall also apply to all future deliveries, services or offers to the Purchaser, even if they are not agreed upon separately again.
(2) Terms and conditions of business of the buyer or third parties shall not apply, even if the seller does not separately contradict their validity in individual cases. Even if the seller refers to a letter containing or referring to the terms and conditions of the buyer or a third party, this does not imply agreement with the validity of those terms and conditions.
§ 2 Offer and conclusion of contract
(1) All offers of the seller are subject to confirmation and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Orders or orders can be accepted by the Vendor within seven days of receipt.
(2) The legal relationship between the Seller and the Buyer shall be governed solely by the purchase contract concluded in writing, including these General Terms and Conditions of Delivery. Verbal statements made by the Seller prior to the conclusion of the purchase contract are not legally binding and oral agreements between the parties to the contract are replaced by the written purchase contract, unless it is expressly stated in each case that they are binding in exceptional cases.
(3) Supplements and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing in order to become effective. Telecommunications, in particular by fax or e-mail, are sufficient for compliance with the written form provided that the copy of the signed declaration is transmitted.
§ 3 Prices
(1) The prices quoted by the vendor shall apply to the scope of supply and services listed in the order confirmation ex works. Additional or special services as well as packaging will be charged separately. The prices are quoted in Euro plus freight, the statutory value added tax and other public charges.
(2) Insofar as the prices agreed upon by the seller are based on their list prices and the delivery is to take place more than four months after conclusion of the contract, the list prices of the seller valid at the time of delivery shall apply.
(3) Orders are payable in advance by bank transfer, credit card or cash on delivery unless otherwise agreed.
(4) Offsetting against counterclaims of the buyer or withholding payments due to such claims is only permissible if these counterclaims are undisputed or have been legally established.
§ 4 Delivery
(1) The products are delivered ex works.
(2) Delivery shall be effected, upon agreement within 30 days after receipt of payment in accordance with § 3 (3).
(3) Deadlines and deadlines for deliveries and services promised by the Vendor shall only be approximate, unless a fixed deadline or date has been expressly promised or agreed. Insofar as a shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the freight forwarder, carrier or any other third party commissioned with the transport.
(4) Notwithstanding its rights arising from the Buyer’s default, the Seller may demand that the Buyer extend delivery and performance periods or postpone delivery and performance dates by the period during which the Buyer fails to meet its contractual obligations to the Seller.
(5) The Vendor shall not be liable for impossibility of delivery or delivery delays, insofar as these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e. g. operational disruptions of all kinds, difficulties in procuring materials, transport delays, strikes, lockouts, official measures or the missing, incorrect or untimely delivery by suppliers) which the Vendor has not been able to meet. Insofar as such events considerably complicate or render impossible the delivery or services and the hindrance is not only temporary, the Vendor shall be entitled to withdraw from the contract. In the event of temporary hindrances, the delivery or service periods shall be extended or the delivery or service dates shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the buyer cannot be expected to accept the delivery or service as a result of the delay, he may rescind the contract without undue delay in writing.
(6) The Vendor shall be entitled to make partial deliveries and/or services if this partial delivery and/or service is reasonable for the Purchaser.
(7) If the seller defaults on a delivery or service or if a delivery or service becomes impossible for any reason whatsoever, its liability is limited to compensation for damages in accordance with § 8 of these General Terms and Conditions of Delivery.
§ 5 Shipping
(1) The mode of dispatch and the packaging are subject to the seller’s discretion.
(2) The risk shall pass to the buyer at the latest upon delivery of the products to the freight forwarder, carrier or any other third party designated for the execution of the shipment. This shall also apply if partial deliveries are made and the Vendor has not taken over other services. If the dispatch or handover is delayed due to a circumstance caused by the buyer, the risk shall pass to the buyer from the day on which the products are ready for dispatch and the seller has notified the buyer of this.
(3) Storage costs after transfer of risk shall be borne by the purchaser. In the case of storage by the Vendor, the storage costs shall amount to 2% of the invoice amount of the delivery items to be stored per expired day. We reserve the right to assert and prove further or lower storage costs.
(4) The consignment shall only be insured by the Vendor against theft, breakage, transport, fire and water damage or other insurable risks at the Purchaser’s express request and at its expense.
(5) The products shall be deemed to have been accepted when the delivery has been completed, the Vendor has notified the Purchaser of this fact with reference to the acceptance fiction and has requested the Purchaser to take delivery, five working days have elapsed since the delivery or the Purchaser has begun to use and exploit the products and the Purchaser has refrained from taking delivery within this period for any reason whatsoever as a defect notified to the Vendor which renders the use of the products impossible or substantially impairs their use.
(6) The Vendor shall not be responsible for delays in delivery and/or performance resulting from force majeure, even in the case of bindingly agreed deadlines and deadlines. In the event of force majeure, the Vendor shall be entitled to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part on account of the part not yet fulfilled.
§ 6 Warranty
(1) The warranty period shall be 24 months from delivery or – if acceptance is required – from acceptance.
(2) The delivered products shall be carefully inspected by the buyer immediately upon receipt. They shall be deemed to have been approved by the purchaser with regard to obvious defects or other defects which would have been recognisable in an immediate and careful examination, if the seller does not receive a written notification of defects within five working days after delivery. With regard to other defects, the products shall be deemed to have been approved by the Buyer if the Seller’s notice of defects is not received within five working days of the date on which the defect was discovered. At the request of the Vendor, the rejected products must be returned to the Vendor carriage paid. In the event of a justified complaint, the seller shall reimburse the costs of the most favourable delivery route.
(3) In the event of material defects in the products, the seller shall be obliged and entitled to repair or replace the products within a reasonable period of time. In the event of failure, i. e. the impossibility, unreasonableness, refusal or undue delay in rectification of defects or replacement, the buyer may withdraw from the contract or reduce the purchase price accordingly.
§ 7 Liability
(1) The liability of the seller for damages, regardless of the legal basis, is limited. The seller shall not be liable in the case of simple negligence, unless it is a violation of essential contractual obligations.
(2) If the Vendor is liable for damages in accordance with subsection (1) above, this liability shall be limited to damages which the Vendor foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which it should have foreseen if due care had been exercised. Indirect damages and consequential damages resulting from defects of the delivered product are also only reimbursable if such damages are typically to be expected when the delivered products are used and stored as intended.
(3) The above exclusions and limitations of liability shall apply to the same extent for the benefit of the organs, legal representatives, employees and other vicarious agents of the Vendor.
(4) The exclusions and limitations of liability do not apply to the Seller’s liability for intentional conduct, for guaranteed characteristics of quality, for injury to life, limb or health or for claims under the Product Liability Act.
§ 8 Retention of title
(1) All delivered products shall remain the property of the Seller until the Buyer has settled all claims, in particular claims arising from bills of exchange and cheques still in progress and the claims arising from the balance of the business relationship with the Seller.
(2) The buyer is prohibited from pledging or assigning the products delivered under retention of title as security. In the event of seizures, confiscations or other interventions by third parties, the buyer must inform the seller immediately.
(3) The Buyer shall be entitled to resell the goods subject to retention of title in the ordinary course of business on condition that the reseller receives payment from its customers or makes the reservation to the customer that the ownership is transferred to the customer only upon fulfilment of the payment obligations. The future claims of the buyer from the resale with all ancillary rights – including balance claims – are assigned by the buyer to the seller for security without any further explanation. If the products delivered by the Vendor are sold together with other products without an individual price having been agreed upon, the Purchaser shall assign to the Vendor that part of the total price claim which corresponds economically to the price invoiced by the Vendor for the products delivered under retention of title.
(4) The Vendor shall revocably authorize the Purchaser to collect the claims assigned to the Vendor in its own name.
(5) Should the buyer acquire claims against an insurer or other third party as a result of damage, reduction, loss or other loss of the products delivered under retention of title, these claims and all ancillary rights to the extent of the value of the products delivered under retention of title shall be assigned to the seller at the time of delivery.
(6) In the event of breaches of duty by the buyer, in particular default of payment, the seller shall be entitled to performance and also to rescind the contract after unsuccessful expiry of a reasonable period of time. The statutory provisions on the dispensability of setting a deadline remain unaffected. After the rescission of the contract, the seller is entitled to demand the return of the reserved goods.
(7) The Vendor shall release the goods subject to retention of title as well as the items or claims replacing them, insofar as their value exceeds the amount of the secured claims by more than 50 %.
§ 9 Final provisions
(1) The place of performance for all obligations arising from the individual contractual relationships shall be Lüneburg as the place of business of the seller.
(2) The place of jurisdiction for all possible disputes arising from the business relationship between the seller and the buyer is Lüneburg as the domicile of the seller.
(3) This agreement and the legal relationships established by it between the seller and the buyer are subject exclusively to the law of the Federal Republic of Germany.
(4) Insofar as these General Terms and Conditions of Delivery or the individual contracts arising therefrom contain loopholes, those legally effective provisions shall be deemed to have been agreed upon in order to fill these loopholes which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had known of the loophole.