General Business and Sale Terms and Conditions
§ 1 General Information
(1) The following Terms and Conditions of Sales and Supply apply to all supplies and other services: they apply only to companies in the sense of § 310 par. 1, substituting § 14 German Civil Code.
(2) Deviating terms of condition of the Purchaser that the Seller has not expressly recognized will not be binding, even if the Seller has not expressly contradicted them.
(3) The incorporation and interpretation of these Terms and Conditions of Sales and Supply are regulated exclusively in accordance with the law of the Federal Republic of Germany, as are the conclusion and interpretation of transactions with the Purchaser itself. The application of the standard law concerning the making of international contracts of sale about moveable assets and of the standard law concerning the making of international contracts of sale about moveable assets under UN Sales Law is excluded.
(4) The ineffectiveness of individual terms of this Agreement or its elements will have not affect on the effectiveness of the remaining terms. The Parties to the Agreement will be obliged to replace any ineffective term with an effective term tantamount to their commercial success, within the framework of what is reasonable in accordance with good faith, provided that no significant change to the content of the Agreement will be introduced by it; this will also apply if a fact requiring regulation is not expressly regulated by it.
(5) The place of fulfilment for all obligations arising directly or indirectly from the content of this Agreement, including the obligation to pay, will be the head office of the Seller.
(6) The place of jurisdiction will be the local court responsible for the headquarters of the Seller, provided that the Purchaser is a merchant. The Seller will also be entitled to take legal action before a court that is responsible for the head office or a branch of the Purchaser.
§ 2 Offers, Scope of Performance and Making Contracts
(1) The contractual offers of the Seller are unbinding.
(2) The confirmation of the order of the Seller will be exclusively decisive to the scope of the performance owed contractually.
(3) The Seller reserves the right to make changes in the construction, the selection of the material, the specification and the type of construction, even after the dispatch of an order confirmation, provided that these changes contradict neither the order confirmation nor the specification of the Purchaser. Apart from this, the Purchaser will declare its agreement with suggestions for change of the Seller going beyond this, provided that they are reasonable to the Purchaser.
(4) Partial deliveries are permissible.
(5) The documents such as diagrams, drawings and information about dimensions and weight on which the offer or the order confirmation is based are usually only to be interpreted as approximate values, provided that they have not expressly described as binding.
§ 3 Prices and Conditions of Payment
(1) The prices apply ex factory, excluding packaging and other expenses of despatch and transportation. The packaging will be charged at prime costs and will only be taken back if the Seller is obliged to this by binding legal regulation.
(2) The seller will be able to increase the price to a reasonable extent, taking costs of materials, wages and other additional costs arising that the Purchaser will have to bear into account, if more than 4 months have passed between the making of an agreement and the delivery, without the responsibility of the Seller for any delay in supply. The Purchaser will be entitled to withdraw from the respective agreement if the purchase price has increased by more than 40%.
(3) The additional costs arising as a result of them will be invoiced to the Purchaser if the Seller has taken requests for changes by the Purchaser into account.
(4) Interest payments at a level of 8% above the basic rate applicable at the time will be charged, reserving the assertion of further claims, in the case of culpable exceeding of the deadline for payment.
§ 4 Setting Off and Retention
Setting off and retention will be excluded, unless the demand for setting of is undisputed or has been established with legal force.
§ 5 Deadline for Delivery
Information concerning a delivery time will be given according to our best estimate and will be extended appropriately if the Purchaser delays or fails to provide necessary collaborative actions for its part. This will also apply in the case of measures within the framework of employment disputes, particularly strike and lock-out, and in the case of the onset of unpredicted obstacles, such as the delayed delivery of a supplier, disruptions to transport or operation, shortages of materials or energy, etc. that lie outside the volition of the Seller. Changes to the goods supplied induced by the Purchaser will also lead to a corresponding extension of the deadline for delivery.
§ 6 Transfer of Risk
The risk will pass to the Purchaser as soon as the Seller has made the goods available to the Purchaser and has notified this to the Purchaser.
§ 7 Reservation of Title
(1) The Seller will reserve title to the goods supplied until payment has been made completely. The reservation of title will also apply until all future and conditional claims arising from the business relationship between the Seller and the Purchaser have been fulfilled.
(2) The Purchaser will not be authorized to pawn the goods or the pledge them for security, but it will be entitled to sell the reserved goods on in the proper course of business. It will herewith already cede the claims against its commercial partners arising from this to the Seller.
(3) The reservation of title will also stretch to the entire new object, if the goods have been adapted or processed by the Purchaser. The Purchaser will acquire joint ownership to the fraction corresponding to the proportion of the value of its goods to that of the goods supplied by the Seller.
(4) The Seller will release securities in accordance with the preference of the Purchaser, on the request of the Purchaser, if the value of all the securities existing for the Seller exceeds the existing claims by more than 10% with lasting effect.
(5) The Seller will be entitled to assert the rights to reserve title without withdrawing from the respective agreement.
§ 8 Claims for Defects
(1) The Purchaser must investigate the goods immediately after receipt, as far as this is possible in accordance with the correct course of business, and notify the Seller at once if a defect is revealed, if the sale is a commercial transaction for both Parties. The goods will be regarded as approved if the Purchaser has failed to perform this notification, unless the case concerns a defect that was not perceptible during the investigation. §§ 377 ff. HGB [Commercial Code] will apply otherwise.
(2) Claims for defects will be restricted to subsequent fulfilment. The Purchaser will have the right to require the remuneration to be reduced or the rescission of the respective agreement if the subsequent fulfilment fails.
(3) Further claims of the Purchaser are excluded, as far as they do not result from the taking over of a guarantee. This will not apply in the case of wilful intent, gross negligence or the breach of significant contractual obligations of the Seller.
(4) Any claims for defects will lapse one year after the delivery of the object of the sale.
§ 9 Liability
Claims by the Purchaser for compensation will be excluded. This will not apply in the case of wilful intent, gross negligence or the breach of significant contractual obligations of the Seller or the taking over of guarantees.
§ 10 Privacy and Collection of Personal Information
Bad Saarow, Germany, 04/ 2018