Our General Terms and Conditions of business outlined below apply exclusively for our supplies and services to contractors exercising their commercial or freelance work on conclusion of a legal business transaction.
Our General Terms and Conditions apply for all current and future business relations with our customers. The general terms and conditions of our customers which differ from our General Terms and Conditions are not a contractual component unless we have expressly agreed to their validity in writing.
II. Offers - conclusion of contract
Our offers are non-binding. All specifications about our products contain average approximate values and do not entail guarantees of characteristics. We reserve the right to technical modifications within a reasonable extent.
A contract is not concluded until we have confirmed the customer's order in writing.
Verbal side agreements or assurances by our employees which exceed the contents of the written contract require the written confirmation of our management for their validity.
III. Delivery dates - force majeure
Delivery dates only apply as approximations unless they have been expressly identified in writing as binding. Delivery periods begin with the receipt of our order confirmation by the customer, however not before the clarification of all details in the performance. The delivery periods apply as observed with the notification of the customer of the readiness for shipment.
In the event of force majeure or other events over which we have no influence and which significantly impair our duty of performance or make it impossible, we are exempt from the obligations from the respective contract; however, in the case of temporary obstacles we are only exempt for the duration of the obstacle and a reasonable start-up period.
IV. Shipping - transfer of risk
Packing, dispatch and means of transport are left to our discretion if no separate agreement has been reached. Packing is provided for a customary surcharge.
The risk of accidental loss and the temporary worsening of the goods transfers to the customer at the time of the handover and/or consignment with the delivery of the goods to the carrier or the person otherwise appointed to carry out the shipment. If the transfer or the shipping of goods is delayed for reasons for which the customer is responsible, the transfer of risk takes place at the time of the notification of the customer of the readiness for shipment. Storage costs after the transfer of risk shall be borne by the customer.
Insurance of the shipment against transport damages and other risks only take place at the written request of the customer and on its own account.
V. Duty to make a complaint - warranty
The customer must inform us in writing of obvious defects within a period of two weeks of the receipt of goods: otherwise the assertion of the warranty claim is excluded. The timely sending of the notification of defects is sufficient for observing the period. The full burden of proof lies with the customer for all conditions of entitlement, particularly for the defect itself, for the time of the discovery of the defect and for the timeliness of the complaint of the defect.
For defects of goods, we guarantee subsequent improvement or replacement delivery, according to our discretion. If the subsequent fulfilment is unsuccessful, the customer can basically reduce the payment (reduction) or demand a rescission of the contract (withdrawal), according to their own discretion. In the case of a contractual violation that is only minor, particularly with only minor defects, the customer is not entitled to a right of withdrawal.
If the customer chooses to withdraw from the contract due to a defect of title or material defect after the unsuccessful subsequent fulfilment, the customer is not entitled to additional damage claims on the basis of the defect.
If the customer chooses compensation for damages after the unsuccessful subsequent fulfilment, the goods remain with the customer insofar as this is reasonable for the customer. The compensation for damages is then limited to the difference between the purchase price and the value of the defective item. This does not apply if the breach of contract was caused by malicious fraud.
The warranty period is one year from the delivery of goods:
the customer does not receive guarantees from us in the legal sense.
VI. Prices - terms of payment - consequences of default
Our prices are in Euros plus the legally valid value-added tax. The prices are to be understood ex works in Düsseldorf, without packing and shipping costs or any installation costs.
Insofar as no differing terms of payment have been agreed upon in writing, the customer is obligated to pay the agreed purchase price within ten day s of receipt of the goods. After the lapse of this period, the customer enters into default of payment (Article 286 II, Number 2 of German Civil Code). During the default, an interest rate of eight percentage points above the basic interest rate is added to the claim for payment. We reserve the right to verify and assert higher default damages.
All our claims are due immediately in the event of the default of payment on the part of the customer or if we have become aware of other circumstances which give rise to doubts of the customer's ability to pay or their creditworthiness; in these cases we are also entitled to only provide still outstanding deliveries after advance payment or provision of securities, and, if the advance payment or security is not provided within two weeks, to withdraw from the contract without setting of a new grace period; further claims remain unaffected in this case.
The repayment of payments based on counterclaims or the offsetting with counterclaims by the customer are only permitted if these counterclaims are in disputed or have been determined to be legally valid.
VII. Limitations of liability - limitation period
In the event of slightly negligent breaches of duties, our liability is limited to the foreseeable, direct average damages typical for the contract according to the type of goods. This also applies for slightly negligent breaches of duty of our legal representatives or vicarious agents. These limitations of liability do not apply to claims of the customer from product liability. These liability exclusions apply to physical injury or health damages or for the loss of life of the customer which are not attributable to us.
With the production of drawings, samples or other instructions of the customer, we assume no guarantee or liability for the functionality of the product or for other defects, insofar as they are based on the instructions of the customer. The customer indemnifies us from any claims of third parties, including from product liability, against us due to the damages due to damages caused by the goods, unless we have intentionally cause the damage or are cause the damage due to gross negligence.
Damage claims of the customer based on a defect are limited to one year from the delivery of the goods. This does not apply if accusations of gross negligence can be made against us, nor in the case of physical injury or health damage or the loss of life of the customer, for which we are responsible.
VIII. Retention of title
We retain the ownership of the goods until the full payment of the purchase price. The customer is obligated to handle the goods with care and to perform the required maintenance or inspection work on a regular basis and at their own expense.
The customer is obligated to immediately inform us of a seizure of the goods by third parties, such as in the event that the goods are pledged a security, as well as any damages or destruction of the goods.
We are entitled, in the event of conduct of the customer in violation of the contact, particular in the case of default of payment, to withdraw from the contract and demand the surrender of the goods.
IX. Applicable law - jurisdiction
For all legal relations between the customer and us, the law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
The court of jurisdiction for all disputes arising from legal relations with our customer is the responsible court for our registered office or the registered office of the customer, according to our discretion. For complaints of the customer, the sole jurisdiction is the responsible court for our registered office. Legal regulations over exclusive responsibilities remain unaffected
X. Severability clause
If individual provisions of the contract with our customer, including these General Terms and Conditions, should be or become partly or entirely invalid, the validity of the remaining provisions remains unaffected by this. The entirely or partially invalid provisions should be replaced with a regulation with which the economic success comes as close as possible to that of the invalid provision.