AGB

1. as standard conditions if the buyer is a merchant and the contract is part of his trading business
2. to legal entities under public law and public fund assets

 

All documents, such as illustrations, drawings, weights and dimensions serve as guidelines only and shall not be binding unless expressly mentioned. The seller reserves all rights, including right of ownership and copyright, to budgets, drawings and all other documents; they shall not be made available to third parties. The seller shall not provide access for third parties to any plans labeled confidential by the buyer.

 

 

The seller’s written order confirmation shall finally determine the scope of supply; if a written order confirmation has not been provided in time, the scope of supply shall be determined by the quote if said quote has a limited validity and was accepted before the validity period expired. Ancillary agreements and amendments shall be confirmed in writing by the seller.

 

1. Unless otherwise agreed prices are understood to be ex works, including loading in our workshop; packing not included. Current VAT not included.

 

2. Unless otherwise agreed payments shall be made in cash without any deductions and free of transaction charges to the seller’s designated account(s):

 

3. The buyer shall not have the right to retain payment or offset claims that are contested by the seller.

 

1. Delivery time starts on the date the order confirmation is sent; it shall not start before the buyer has provided all required documents and approvals and before receipt of the downpayment agreed upon on the sellers account.

 

2. Delivery shall be deemed as maintained if the object to be delivered has left the seller’s workshop, and/or notification that the goods are ready has been given, before the delivery period expires.

 

3. Delivery shall be reasonably prolonged in case of labor disputes, such as strikes and lockouts etc., and in case of unforeseen obstacles not intentionally induced by the seller, provided such obstacles have considerably influenced the completion or delivery of the goods to be supplied. This shall also apply if sub-suppliers are affected by the above mentioned events.

 

It the seller has already defaulted on delivery when the above mentioned events occur, he/she shall nevertheless not be liable for such events. The seller shall inform the buyer about the start and potential ending of such events as soon as possible, if necessary.

 

4. Waiving any further claims, the buyer shall have the right to claim a compensation for damage caused by delay, if such delay has been caused by the seller. The compensation shall amount to  1/2 of hundred per week of delay, but shall not exceed five of hundred, of the value of the goods which, due to the delay, cannot be used in time and/or as contractually agreed.

 

5. If delivery is delayed upon the buyer’s request, the seller will charge for storage, starting one month after notification that goods are ready for delivery; in case of storage in the seller’s workshop, the buyer will at least be charged  1/2 of one hundred of the invoice amount per month. If a reasonable time limit has been set, and passed, the seller shall have the right to otherwise dispose of the goods to be delivered and to reasonably extend the delivery for the buyer.

 

6. Delivery can only be maintained if the buyer complies with all his contractual obligations.

 

1. The risk shall be transferred to the buyer upon delivery of the goods at the latest; this provision also applies in case of partial shipments or if the seller has also taken over additional services, such as shipping and handling costs or delivery to site and installation. Upon request, and on the account, of the buyer, the seller insures the consignment against theft, loss, damage in transport, damage by fire and water as well as against all other insurable risks.

 

2. If a delay in delivery has been caused by the buyer, the risk shall pass to the buyer at the date the seller notifies the buyer that the goods are ready for delivery; upon buyer’s request and on buyer’s account, the seller shall, however, insure the goods.

 

3. The buyer shall accept all goods delivered, even if they have minor faults, irrespective of the provisions in section Vl.

 

4. Partial shipments shall be permissible.

 

1. The seller retains title to all goods delivered until he/she receives all payments agreed upon in the supply contract.

 

2. The seller shall have the right to insure the goods on the buyer’s account against theft, loss, damage by fire and water as well as against other risks unless the buyer takes out said insurances himself/herself.

 

3. The buyer shall neither attach the goods to be supplied nor transfer them by way of security. The buyer shall immediately notify the seller if the goods have been attached, seized or otherwise disposed of by a third party.

 

4. If the buyer does not comply with the contract, such cases including but not limited to default payment, the seller shall, after having given due warning, be entitled to withdraw the goods, which the buyer shall hand over.

If the seller asserts his/her right to retain title to the goods and his/her right to attach the goods, this shall not be construed as a rescission from the contract unless the Consumer Credit Act is applied.

 

5. Prolonged and extended retention of title if a long-standing business relationship exists and if resale of the goods in which title is retained is permissible.

 

The seller shall retain title to the goods to be delivered until the seller’s claims towards the buyer which have arisen from the business relationship have been completely settled, including any future claims, which may arise from already existing or future contracts. This shall also apply if individual claims or the entirety of claims are integrated into an open account and a balance is struck and accepted. If the buyer does not comply with the contract, such cases including, but not limited to, default payment, the seller shall, after due warning, be entitled to withdraw the goods, which the buyer shall hand over. Unless the Consumer Credit Act is applied the seller’s assertion of his right to withdraw the goods and/or to attach the goods, shall only constitute a rescission from the contract if declared in writing by the seller. The buyer shall immediately notify the seller if the goods have been attached, seized or otherwise disposed of by a third party.

 

The buyer shall be entitled to resell the goods to be delivered in the regular course of business. He/she shall, however, immediately assign to the seller all claims he/she may accrue against his/her purchaser or a third party from the resale, regardless of the resale taking place before or after conversion of the retained goods. The buyer shall still have the right to collect the debts after the claims have been assigned. The seller’s right to collect the debts himself/herself as long as the buyer fulfills his payment obligations. The seller may request that the buyer notifies him of the claims assigned and of the debtors, that he/she provides all information required for collection, that he/she hands over all corresponding documentation and that he/she notifies the debtor of the assignment. In case the goods to be delivered are sold on together with goods that are not owned by the seller, the buyer’s claim, towards his/her purchaser shall be deemed assigned, with the value of the claim amounting to the contract price agreed upon between seller and buyer.

 

The buyer shall process and/or convert any retained goods for the seller. If the retained goods are converted together with other parts/objects which are not owned by the seller, the seller shall gain joint ownership to the new object at a value being proportional to the ratio between the value of the retained object and the other parts/objects to be converted. Provisions pertaining to the retained goods shall also apply to the newly created object.

 

Insofar as the above securities exceed the secured claim, that has not yet been settled, by more than 25%, the seller shall be obligated, to release such securities.

Excluding all further claims and notwithstanding section IX.4, the seller shall be liable for defects of the goods to be delivered, such defects also include the lack of guaranteed properties and quality.

 

1. In accordance with equitable discretion the seller shall repair or replace all parts which, including, but not limited to reasons of faulty design or poor execution have proven to be useless or whose use has been considerably limited due to circumstances having occurred prior to the transfer of risk, within a period of 6 months (for multi-shift operations within a period of 3 months) as of commissioning. The seller shall be notified of such defects immediately and in writing. The seller shall become the owner of all parts replaced.

 

If delivery, installation or commissioning is delayed by no fault of the seller, liability ends at the latest 12 months after the passing of risk.

 

Any claims the seller may have with regard to essential third-party products, shall be restricted to claims the seller might have against the third-party supplier.

 

2. The buyer’s right to bring a claim from defects shall, in all cases, be time-barred 6 months after due notice of the defect has been given, at the earliest, however, at the same time the warranty period expires.

 

3. The seller cannot assume any liability for damage that have occurred for one of the following reasons:

 

Unsuitable or improper use, faulty installation and commissioning by the buyer or third parties, normal wear, incorrect or careless handling, unsuitable equipment and utilities, replacement material, chemical or electrical influence, unless caused by the seller.

 

4. After reaching an agreement with the seller, the buyer shall give the seller time and opportunity to arrange for repair and replacement, as required in the seller’s equitable discretion; otherwise the seller shall be exempted of any claim for liability for defects. The buyer shall not have the right to remedy the fault himself/herself or have it remedied by a third party on the seller’s account, unless the fault constitutes an immediate risk for the operational safety or unless an immediate remedy is required to prevent disproportional defects or unless there the seller defaults on remedying the defect; in such case the seller shall immediately be notified of the buyer’s actions.

 

5. If the complaint was justified, the seller shall bear his/her part of the costs directly resulting from the repair and/or replacement, i.e. costs for the replacement part(s) including shipping costs and reasonable expenses for dismantling and re-assembly, plus expenses for service engineers or unskilled workers, if this can be reasonably expected in the given situation. All other costs shall be borne by the buyer.

 

6. Warranty for the replacement part(s) and the repair work done shall be three months; it shall, however, not end before the original warranty for the goods to be delivered has expired. The time period for the liability for defects concerning the goods to be delivered shall be extended by the time the operation had to be interrupted for repair works.

 

7. The seller shall not be liable for the consequences of inappropriate and incorrectly carried out modifications or repairs by the buyer or a third party without his/her prior consent.

 

8. Any additional claims by the buyer, including but not limited to a claim for compensation for defects which have not directly occurred at the delivered goods shall be excluded. Such exclusion of liability shall not be valid in case of gross negligence or intent of the owner or his/her executive staff. It shall not be valid if the delivered goods lack expressly warranted characteristics, whose purpose it was to protect the buyer from defects that have not occurred directly at the delivered goods.

 

 

 

The provisions under sections VI and IX shall apply if the buyer cannot put the delivered goods to their contractual use provided such defect has been caused by the seller’s failure to provide any or correct suggestions or advice prior to or after the signing of the contract or his/her failure to perform the contractual accessory obligations, including but not limited to the provision of operating and maintenance instructions for the goods to be delivered. All other claims shall be excluded.

 

1. The buyer may rescind the contract, if the performance in its entirety becomes definitely impossible to the seller before the risk has passed. The same is true in case of inability for the seller. If the buyer has purchased a certain quantity of parts of the same nature and the seller cannot deliver the complete number of parts, the buyer shall also have the right to rescind the contract, if he/she has a justified interest to refuse partial delivery. If this is not so, the buyer can also reduce the consideration accordingly.

 

2. In case of a default of performance in accordance with section IV of the terms of delivery and if the buyer has, granted the defaulting seller a reasonable extension period and has expressly declared that he/she will refuse to accept performance after said period has expired, the buyer shall have the right to rescind the contract if the extension period has passed without result.

 

3. If performance becomes impossible while buyer defaults on acceptance or is caused by the buyer, he/she shall still provide consideration.

 

4. The buyer shall have the right to rescind the contract, if the seller causes the extension period for repair or replacement of a defect for which he/she is liable according to the terms of delivery to expire without result. The buyer shall also have the right to rescind the contract if repair or replacement by the seller fails in other cases.

 

5. Any further claims by the buyer shall be excluded, including but not limited to rescission, termination or reduction of the contractual value as well as for repair or replacement of any defects whatsoever that have not occurred at the delivered goods themselves.

 

Such exclusion of liability shall not be valid in case of gross negligence or intent of the owner or his/her executive staff. It shall not be valid if the delivered goods lack expressly warranted characteristics, whose purpose it was to protect the buyer from defects that have not occurred directly at the delivered goods.

 

If the order also includes assembly and installation our Special Terms for Assembly and Installation shall apply.

 

We shall have the right to use any data relating to the buyer, received with respect to, or in connection with, the business relationships, pursuant to the provisions of the Bundesdatenschutzgesetz (Federal Data Protection Act), regardless if they were received directly from buyer himself/herself or from a third party.

 

If the buyer is a merchant, a legal entity under public law or a public law fund asset, any dispute concerning this contract which may arise between the parties to this contract shall be determined by the court having venue at the seller’s principal place of business or at the seller’s subsidiary delivering the goods. The seller shall have the right to bring a claim before a court at the buyer’s principal place of business.

 

This contract shall be governed and construed in accordance with the laws of the Federal Republic of Germany.

 

 General Terms and Conditions of Sale and Delivery (PDF 122 KB)