General Terms of sale, payment and delivery
A. General information
- We supply and carry out only to our following general terms of sale, even if with constant business relations a reference does not have to take place later any longer. We contradict changes of these conditions, in particular deviating trading conditions of the orderer hereby expressly. If we do not deal with this on our part on deviating trading conditions is not to be viewed as agreement, also not if we supply unreservedly. With the acceptance of our delivery the orderer explains itself in agreement with the exclusive validity of our conditions.
- All offers delivered by us are not-binding. Orders are considered only as accepted if they are confirmed by us in writing.
- All agreements made for the execution of the present treaty have to take place in writing.
Supply and capacity
- Technical changes in relation to our confirmation of order and/or the contract are permissible, if these are necessary due to laws, official editions, or after that state of the art for reaching the contract purpose or thereby neither guaranteed condition affected, nor the suitability of the delivery article for the contractual presupposed use are impaired. To that extent those are the orderer conveyed documents, like illustrations, designs as well as size, weight, consumption and information of achievement only approximate considerably.
- Safety accessories such as stopper grid, railing etc. also due to laws or official editions, are provided only if this is expressly agreed upon.
- If we took over assemblies to a firm or a blanket rate, belong in particular grounding and masonry works, a lifting witness, stands, installation works and materials for to heater, gas, fresh water, waste water and power connections, further fire-extinguishing systems or like, are not scope of supply. For assemblies our assembly conditions are valid, to which we refers expressly.
C. Prices and payment
- Our prices are valid ex works – incl. the loading in the work – excluding the packing.
Our prices are net prices plus the legally valid tax.
- We reserve ourselves the right to increase the agreed upon prices if after conclusion of the contract cost increases due to change requests of the orderer.
- If we notice circumstances, which question the credit-worthiness of the orderer, we reserve ourselves the right to place our entire demand immediately due. The orderer is not entitled to make or take in relation to our demands a right of lien into account valid, as far as the counterclaims are not undisputed or validly determined
D. Delivery time
- The adherence to the confirmed times for deliveries and achievements – delivery times and times for delivery – presupposes the fulfillment of the contractual obligations of the orderer. Times for delivery begin only with entrance of our confirmation of order with the orderer, however not before contribution of the pre-payment and/or endorsement agreed upon from the orderer to procuring documents, information and approval and also not before entrance – the dates of delivery shift in this case. After conclusion of a contract agreed upon changes or extensions of the original supply and capacity extend and/or shift the original time for delivery and/or – dates appropriately. The delivery time is kept, if up to their expiration the delivery article left our enterprise or the ready for dispatch shank were communicated. – Partial deliveries are permitted.
- Supply and achievement disturbances due to higher force or due to labor disputes, official interferences, operational disturbances, material procurement or power supply difficulties or otherwise unforeseeable, unusual and undeserved circumstances, in each case indifferently whether these circumstances enter the delivery time in our enterprise or with our vendors extend around the duration of the handicap. Circumstances are of it not seized, in which we were received our according to schedule obligation despite predictability of these cases or possible and reasonable measures did not seize for the prevention or prevention of the achievement disturbance, or in which the handicap is indebted by us. According to the before mentioned regulations the circumstances mentioned are not to be represented also then from us to, if they develop during a delay already existing.
The orderer is to be informed by us with entrance of such disturbances over these and their prospective duration immediately. As far as due to these circumstances the performance of the contract for us is not possibly or economically no longer reasonable, we can withdraw totally or partly from the contract. Same is valid, if due to these circumstances no more
is foreseeable, when we can fulfill the contract. Requirements for compensation of the orderer because of such a resignation do not exist. If we want to make use from the right of withdrawal, then we have to communicate this after realization of the consequence of the event to the orderer, immediately even if first with the orderer an extension or a shift of the delivery time were agreed upon.
- If shipping is delayed when desired the orderer, then by the storage arisen the costs are charged for to it, beginning one month after announcement the ready for dispatch shank, with storage in our enterprise however at least 0.5% of the invoice amount (with partial deliveries of the proportionate invoice amount) for each month. In addition we are entitled after an appropriate respite to have otherwise the delivery article and to supply the orderer with appropriate respite.
E. Passage of the risk and receipt
- At the latest with the beginning of the loading of the delivery parts the danger goes over to the orderer, even if partial deliveries take place and we still different achievements, as e.g. shipping charges or delivery, list etc. took over. Shipping takes place as a rule at the expense of the orderer.
- If shipping delays itself by circumstances, which are not to be represented by us, then the danger turns into on from the day the ready for dispatch shank on the orderer.
- Supplied articles are, even if they exhibit insignificant lack to receive from the orderer without prejudice to its rights from section .
F. Retention of title
- The delivery article remains up to the complete payment of all demands from the business relation with the orderer our property (reservation article)
- Up to the passage of title the orderer has the reservation article against loss, break, fire, to insure water and other damage. The orderer surrenders already all rights from the relevant insurance contracts and its requirements against their insurer to us. We accept the transfer.
- The orderer may pawn nor for protection convey the reservation article neither. With seizing as well as seizing or other orders the orderer has to inform us immediately. With behavior contrary to the terms of the agreement of the orderer, in particular with delay of payment we are entitled for the cancelling of the reservation article after reminder. This is valid, even if with the orderer insolvency or payment attitude is present, is requested the opening of insolvency proceedings over its fortune or otherwise a substantial degradation of its economical conditions enters. The asserting of the retention of title as well as seizing the reservation article by us are not considered as cancellation of the contract.
- The orderer is entitled to sell the reservation article in the tidy course of business further. For this case us the demands of the orderer from the far sale at height of our invoice amount (incl. value added tax) are already retired. We accept the transfer hereby. For the collection of the demand the orderer is authorized also after the transfer. If the orderer comes into delay of payment, request for opening of the insolvency proceedings is placed – to lie with the orderer insolvency, payment attitude or otherwise a substantial degradation of its economical conditions forwards, then the authorization for the far sale and collection authorization expire. In this case we can furthermore of our remaining untouched power to draw in the retired demand make and require of the orderer use to communicate to its debtors the transfer. Regardless of its we can require at any time that the orderer the retired demands and their debtor announces to us, provides all information necessary for the introduction and to us the appropriate documents hands out.
- Processing or reorganization of the reservation article by the orderer is always made for us. Becomes if the reservation article with other articles, which are not in our possession, processes, then we acquire the co-ownership at the new thing in the relationship of the value of the reservation article to the other finished articles at present the processing. For the thing resulted from the processing in all other respects the same is valid as for reservation articles (s.a.)
- If the reservation article connected with others, not in our possession articles present so that it is a substantial component of a uniform thing, then we acquire the co-ownership at the new thing in the relationship of the value of the reservation article to the other connected articles for the time of the connection. If a connection takes place in the way the fact that the thing of the orderer is to be viewed as main thing then is considered as agreed upon that the orderer transfers us proportionately co- ownership. The orderer keeps the co-ownership developed in such way. The regulations over the connection are valid for the case of the mixture or blending accordingly. For the things resulting again from mixture, blending or connection, furthermorethe the same is valid, as for other reservation articles. (s.a.) we commit ourselves to release to us being entitled safety devices to that extent when their value exceeds the demands which can be secured around more than 20%.
- The orderer has to check the delivery article immediately after delivery carefully and to make notices of defect immediately after recognizability with us in writing valid.
- In case of unsatisfactory delivery and/or achievement the orderer has requirement on removal of the lack or on delivery of a lack-free thing/manufacturing of a new work (supplementary performance) after our choice. If the supplementary performance is refused by us, it fails, is unreasonable it the orderer or not within one of him determined appropriate eke out effected, then the orderer can require that for its choice decrease or from the contract withdraw or – with a work contract – in accordance with §637 BGB
Lack at our expense eliminate. The resignation is impossible, if the lack is concerned insignificant or building works and supplies. The self making is impossible, if we refused the supplementary performance rightfully. In all other respects we cling only after section of these general terms of sale
- A warranty for the condition of the delivery article and/or the work in the sense of §443 BGB, which can be provided from us to, must be taken over by us expressly. Such a warranty lies in particular not already in the bare denomination of such condition, as it is e.g. with suitability weight, consumption and information of achievement the case. Same is valid for the bare information „ensured “.
- Requirements for lack are ruled out in particular in the following cases: Unsuitable or inappropriate use, incorrect assembly and/or start-up by the orderer or third, natural wear, incorrect or careless treatment, in particular excessive demand, unsuitable operational funds, exchange materials unsatisfactory construction work, unsuitable building ground, chemical, electro-chemical or electrical influences, as far as they are not to be represented from us to.
After conclusion of a contract the orderer if the supply or capacity is changed when desired and thus if the condition or suitability of the delivery article and/or the work in the sense §§ of the 434, 633 BGB, which can be manufactured by us, is impaired, then requirements for lack of the orderer are ruled out to that extent, when the impairment to the change requests of the orderer decrease.
- The requirements for lack of the orderer fall under the statute of limitations in one year. This is not valid with a building and a work, whose success exists in the contribution of planning or monitoring achievements for this, or if the delivery article were used according to its usual manner of use for a building and its defectiveness caused.
- We can refuse the supplementary performance, as long as the orderer with its obligations is in delay. A right of lien because of any delivery lack up to the height of the three-way value of the defect removal costs is thereby not affected. The orderer is to be placed obligated for the supplementary performance of build-page achievements to the same extent as in the primary mission to the order. Replaced parts are to be granted us back.
- Claims for damages of the orderer because of all obligation injuries from the obligation and from bad action are impossible – in particular regarding the damages (incl. lost profits) –. Same is valid for BGB for requirements for expenditure allowance according to § 284.
- Our liability for damage from the injury of the life, the body or the health, for requirements after the product liability law, for warranties (exceptionally outside of this warranty lying lack damage) as well as for all foreseeable damage remains untouched, with which us resolution or rough negligence falls to the load. For damages to property due to simple negligence we, as far as we are able, are responsible in the context of our existing liability insurance.
- For culpable injury of substantial contract obligations in the sense of § 307 Abs.2 Nr.2 BGB we are responsible also with simple negligence, however only for foreseeable typical contractable damage
I. Contract documents, patent rights
- Concerning all contract documents such as drafts, designs, calculations and cost estimates we reserve ourselves property and copyright. These may without our agreement neither be copied nor third people be made accessible. Any rights to patents, utility model etc. stand ausschl. us too, also so far it are not yet registered. A reproduction of our products is permitted only with our written agreement.
- As far as in the supply and capacity software is contained, the orderer is a not exclusive right to use the software incl. their documentation however only on a system and the delivery article intended for it. Copyright notes may not be removed, changed, not assigned sublicences.
Place of delivery, area of jurisdiction and applicable right
- Place of delivery for both parties is our company headquarters – Bernhardstrasse 18, 53721 Siegburg/Germany. So far our customers are legal entities of public law or public special estates and the jurisdiction place is not in the Federal Republic of Germany, the courts responsible for our company headquarters are agreed upon area of jurisdiction. However we are entiteled to make our requirements at every other legal area of jurisdiction.
- The legal relations to our orderers are subject exclusively to the right of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is impossible.
K. Burden of proof, changes, inefficacy clause
- In favor of the orderer existing burden of proof rules are not affected by these general terms of sale.
- Changes of these sales, payment and terms of delivery and other contractual agreements are to be laid down in writing. If individual parts of these sales, payment and terms of delivery should be void by law or single contract, then the effectiveness of the remaining regulations is not affected of it.