Status: 22.03.2021
1) Scope of application
(1) These Terms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
We shall only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.
(2) These Terms and Conditions of Sale shall also apply to all future transactions with the Customer, insofar as they are legal transactions of a related nature.
(3) Individual agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale.
Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
2) Offer and conclusion of contract
(1) Unless explicitly agreed otherwise, our offers are valid for 4 weeks.
(2) Insofar as an order is to be regarded as an offer in accordance with § 145 BGB, this shall be deemed a binding contractual offer.
We are entitled to accept this contractual offer within 2 weeks of its receipt by us.
Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the customer.
3) Documents provided
(1) We reserve the property rights and copyrights to all documents provided to the customer in connection with the order placement – also in electronic form – such as calculations, drawings, etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer’s offer within the period specified in § 2, these documents must be returned to us immediately.
4) Prices and payment
(1) Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT at the applicable rate.
Packaging costs shall be invoiced separately.
(2) Payment of the purchase price must be made exclusively to one of the accounts specified on the order documents.
The deduction of a cash discount is only permitted with a special written agreement.
(3) Unless otherwise agreed, the purchase price must be paid within 14 days of delivery and invoicing.
Interest on arrears shall be charged at a rate of 8% above the respective base interest rate per annum.
We reserve the right to claim higher damages for default.
If there are doubts about the customer’s ability to pay or if the customer has exceeded the payment deadline for past orders, we reserve the right to revoke payment deadlines agreed in the past and to demand advance payment or the provision of securities.
(4) Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.
(5) We reserve the right to make partial deliveries and to invoice these upon delivery.
5) Rights of retention
(1) The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
6) Delivery time
(1) The commencement of the delivery period stated by us is subject to the timely and proper fulfillment of the obligations of the customer.
In the case of custom-made products, this includes in particular the provision of technical drawings and 3D models in STEP file format in a complete and final form.
Furthermore, the delivery period shall commence at the earliest on the date of the order confirmation sent by us.
(2) The delivery date specified by us refers to the provision of the goods in our factory, not – if the goods are to be shipped in accordance with Section 7, (1) – to the arrival of the goods at the customer’s premises.
(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses.
We reserve the right to assert further claims.
If the above conditions 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.
(4) In the event of a delay in delivery caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the scope of a lump-sum compensation for delay amounting to 2% of the delivery value, but not more than 15% of the delivery value.
We accept no liability for delays in delivery due to simple negligence.
(5) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this immediately and at the same time inform the customer of the expected new delivery deadline.
If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the customer.
A case of non-availability of the service in this sense shall be deemed to be in particular the failure of our supplier to deliver to us in good time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case.
(6) Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.
7) Transfer of risk on shipment
(1) If the goods are dispatched to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest when the goods leave the factory/warehouse.
This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
2) In this case, the shipping time is not included in the delivery time specified by us in accordance with Section 6.
8) Retention of title
(1) We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full.
This shall also apply to all future deliveries, even if we do not always expressly refer to this.
We are entitled to take back the purchased item if the customer acts in breach of contract.
(2) The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him.
As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties.
If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.
(3) The customer is entitled to resell the goods subject to retention of title in the normal course of business.
The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT).
This assignment shall apply irrespective of whether the purchased item has been resold without or after processing.
The customer shall remain authorized to collect the claim even after the assignment.
Our authorization to collect the claim ourselves remains unaffected.
However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.
(4) The treatment and processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf.
In this case, the expectant right of the customer to the object of sale shall continue in the transformed object.
If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing.
The same shall apply in the event of mixing.
If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis and shall keep the resulting sole ownership or co-ownership for us.
To secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.
(5) We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
9) Warranty and notification of defects as well as recourse/manufacturer recourse
(1) Warranty rights of the customer presuppose that he has duly fulfilled his immediate inspection and complaint obligations in accordance with § 377 HGB.
(2) The liability period for defects is 12 months.
The statutory liability period shall apply to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, body and health which are based on an intentional or negligent breach of duty by the user.
Insofar as the law pursuant to § 438 para.
1 No. 2 BGB (buildings and items for buildings), § 445 b BGB (right of recourse) and § 634a para. 1 BGB (building defects), these periods shall apply.
Our consent must be obtained prior to any return of the goods.
(3) If, despite all due care, the delivered goods have a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects.
We must always be given the opportunity for subsequent performance within a reasonable period of time.
Recourse claims shall remain unaffected by the above provision without restriction.
(4) If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
(5) Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, or in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract.
If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.
(6) Claims of the customer for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer’s branch office, unless the transfer corresponds to their intended use.
(7) Recourse claims of the purchaser against us shall only exist insofar as the purchaser has not made any agreements with his customer that go beyond the legally mandatory claims for defects.
Paragraph 6 shall also apply accordingly to the scope of the customer’s right of recourse against the supplier.
10) Regulations for the painting or powder coating of components
(1) Deviations in the surface appearance in terms of overall appearance, color and gradient within the scope of the tolerances customary in the industry shall only constitute an insignificant deviation or only an insignificant impairment of use and shall therefore not give rise to a claim for defects in accordance with Section 9) paragraph (5).
(2) For technical reasons, the durability of the coating cannot be guaranteed for cast parts, pre-painted parts or parts made of stainless steel.
We therefore recommend that potential customers do not coat these parts.
If such parts are nevertheless coated at the express request of the customer, this is done at the customer’s risk.
We exclude any liability and warranty for this.
(3) If our order documents (quotations or order confirmations) do not explicitly specify corrosion protection classes for each item to be coated, the coating shall be applied as a purely decorative coating, i.e. without corrosion protection properties.
It is the responsibility of the customer to determine the corrosion protection class required for his application and to check that we have correctly taken this into account on the basis of our order documents.
11) Regulations for laser, oxyfuel and plasma cutting and bending of components
(1) We supply sheet metal parts cut to size using the laser cutting process with an unprocessed cut edge as standard.
Deburring can be requested by the customer for an additional charge
12) Other
(1) This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation (note: the use of the clause is not permitted if at least one of the parties is a company not entered in the commercial register).
(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.