Conditions
Delivery and sales conditions
- General and Scope
1.1 Our terms of sale and delivery apply to all business relationships with customers insofar as the customer is an entrepreneur within the meaning of § 14 BGB, a legal entity under public law or a special fund under public law.
1.2 Our terms of sale and delivery apply regardless of whether we fulfill the respective sales or delivery obligations ourselves or have them fulfilled by third parties.
1.3 Our sales and delivery conditions apply exclusively. We do not recognize conflicting or deviating customer conditions unless we have expressly agreed to their validity in writing.
1.4 Our terms and conditions of sale and delivery also apply if we carry out the sale or delivery to the customer without reservation in the knowledge that the customer’s conditions conflict with or deviate from our terms of sale and delivery. This does not affect the priority of individual agreements. These should always be in writing.
1.5 Legally relevant declarations and notifications by the customer such as setting deadlines, notifications of defects, declarations of withdrawal or reductions must be made in writing within the meaning of Section 126 BGB.
1.6 References to the validity of legal provisions are of clarifying importance. Even without such a clarification, the statutory provisions shall apply unless these terms and conditions of sale and delivery provide for any deviating regulations or exclusions. - Conclusion of the contract and content of the contract
2.1 Our offer is generally subject to change and non-binding. This also applies if the customer is provided with catalogues, technical documentation, drawings, plans, calculations, calculations, references to DIN standards or other performance-related documents – also in electronic form.
2.2 We can accept customer orders within 3 weeks of receipt. The customer remains bound to the offer during this period.
2.3 The contract can be accepted in writing or electronically by means of an order confirmation or implied by the actual provision of services by us.
2.4 Information about dimensions, weight, colour, material and equipment are approximate values unless they are expressly stated or guaranteed as exact numerical values before acceptance of the contract. - Prices, terms of payment, default, set-off
3.1 Unless otherwise agreed in individual cases, our prices apply “ex works” plus statutory value added tax and any customs duties.
3.2 Invoice amounts are due immediately and payable within 30 days without any deduction. The deduction of cash discount requires a special written agreement in individual cases.
3.3 Agreed prices do not apply to repeat orders. These must be re-arranged on a case-by-case basis.
3.4 If the customer is in default of payment, he is obliged to pay interest on arrears at a rate of 8 percentage points above the applicable base interest rate. If we prove a higher damage caused by default, we are entitled to assert this as well.
In this case, the customer remains entitled to provide counter-evidence that we have suffered no or significantly less damage as a result of the default in payment.
3.5 The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us.
3.6 The customer can only assert rights of retention insofar as his counterclaim is based on the same contractual relationship or his counterclaims have been legally established, are undisputed or have been recognized by us.
3.7 We are entitled to make sales or deliveries dependent on advance payments or the provision of security if we become aware of circumstances which objectively significantly reduce the customer’s creditworthiness and which jeopardize the settlement of our claims. - Delivery time, default of acceptance, shipping
4.1 The delivery time depends on the respective contractual scope of delivery. The occurrence of default requires a reminder from the customer.
4.2 If we are unable to meet delivery times through no fault of our own, the customer will be informed of this immediately. As far as objectively possible and economically sensible, a new delivery date will be communicated. If the delivery cannot be made by the new delivery date, we are entitled to withdraw from the contract in whole or in part. This applies in particular in the event of late delivery to us by a supplier, insofar as we have concluded a congruent hedging transaction to provide the service. Statutory rights of withdrawal and other statutory provisions, in particular regarding the exclusion of the obligation to perform in the event of impossibility or unreasonableness of the service or supplementary performance, remain unaffected.
4.3 If the customer is in default of acceptance, violates a duty to cooperate or delivery is delayed for other reasons for which the customer is responsible, we are entitled to demand compensation for the damage incurred, including any additional expenses such as storage and additional transport costs. In these cases, the risk of accidental loss or accidental deterioration of the delivery also passes to the customer.
4.4 The transfer of risk takes place when the delivery is handed over to the carrier. Delivery and transfer of risk always take place carriage paid ex works Spaichingen, whereby the choice of the forwarding agent, including the means of transport and transport routes, is left to us while safeguarding the legitimate interests of the customer.
4.5 For deliveries under EUR 105.00, we reserve the right to forward the order to a possible wholesaler or to charge a proportionate handling fee of EUR 15.00 per order.
4.6 If the customer requests a special type or method of shipment, the resulting additional costs are to be borne by him. In the case of fixed-term or call-off orders, the risk passes to the recipient when the goods are made available. Packaging of custom-made products that require individual production due to unusual dimensions will be invoiced separately and cannot be taken back. - Taking back and changing custom
-made products 5.1 Goods that have been properly delivered can only be taken back with our prior written consent. Damaged goods are always excluded from return.
5.2 For goods that have been properly returned with our consent, we are entitled to charge an appropriate flat rate for administration costs, testing and repackaging in the event of return and credit.
5.3 If a change is made to custom-made products ordered, the customer must bear the costs related to the change and pay the agreed remuneration, less the expenses saved by us as a result of the cancellation of the contract. - Claims for Defects, Notification of Defects
6.1 The customer can only assert defect rights if he has properly complied with his obligations to examine and give notice of defects pursuant to Section 377 of the German Commercial Code.
6.2 Defects must be reported to us in writing without delay. The customer’s notification is deemed to be immediate if it is made within 10 days at the latest and an earlier notification of defects was unreasonable for the customer in the specific individual case. The timely dispatch of the notification of defects is sufficient to meet the deadline. If the customer fails to report the defect in a timely manner, our liability for the defect that has not been reported is excluded.
6.3 If there is a defect, we are entitled, at our discretion, to rectify the defect or, alternatively, to make a subsequent delivery. The customer must give us the time and opportunity required to rectify the defect or make a replacement delivery and, in particular, to allow the complaint to be examined.
6.4 In urgent cases, the customer has the right to remedy the defect himself and to demand reimbursement of the necessary expenses from us. We must be informed immediately, if possible beforehand, of such a self-performance. The right to reimbursement of expenses does not exist if we were entitled to refuse subsequent performance.
6.5 Claims by the customer for damages or reimbursement of wasted expenses only exist within the scope of liability in accordance with these terms and conditions of sale and delivery. - Statute of limitations
7.1 Deviating from § 438 Paragraph 1 No. 3, the general statute of limitations for customer claims arising from defects in quality or title is one year from delivery. If the requirements of Section 438 Paragraph 1 No. 2 BGB are met, the statutory warranty period remains unaffected.
7.2 The above limitation period also applies to contractual and non-contractual claims for damages by the customer that are based on a defect in the service. Otherwise, the statutory limitation periods apply to claims for damages. The limitation periods of the Product Liability Act always remain unaffected. - Liability
8.1 Our liability is always limited in the event of intent and gross negligence, in the event of culpable injury to life, limb or health, in accordance with the provisions of the Product Liability Act and to the extent of independent guarantee declarations. Furthermore, liability for the breach of obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer can regularly rely, remains unaffected.
8.2 In the event of a simple negligent breach of an obligation, our liability is otherwise limited to compensation for the foreseeable, typically occurring damage.
8.3 The amount of the foreseeable, typically occurring damage according to the above paragraph is in any case limited to EUR 50,000.00. Upon request, we will immediately make the relevant contracts available for inspection.
8.4 The above limitations of liability also apply to our employees, vicarious agents and management bodies. - Retention of title
9.1 We reserve title to the delivered goods until all claims arising from the contract have been paid in full. We are entitled to reclaim delivered goods if the customer behaves in breach of contract.
9.2 The customer is obliged to treat the delivered goods with care as long as ownership has not yet passed to him.
9.3 As long as ownership has not yet passed, the customer must inform us immediately in writing if delivered goods are seized or exposed to other interventions by third parties.
9.4 The customer is entitled to resell the reserved goods in normal business transactions. He is not authorized to dispose of these goods in any other way, in particular to pledge them or transfer them by way of security. The customer already assigns to us the claims of the customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the goods have been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received,
9.5 If the goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the objective value of our goods to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us and keeps the resulting sole ownership or co-ownership safe for us.
9.6 At our request, the customer must insure the goods belonging to us to a reasonable extent against the usual risks at his own expense and assign the insurance claims to us. We are also entitled to pay the insurance premiums at the expense of the customer. - Property rights
10.1 We reserve all property rights, copyrights and other industrial property rights to our service and delivery descriptions such as weights, dimensions, utility values, resilience, tolerances and technical data as well as to our relevant representations such as drawings, illustrations, calculations, brochures, catalogues , models and other documents and aids. The customer is not entitled to make them accessible to third parties, to disclose them, to use them himself or through third parties or to reproduce them without our written consent.
10.2. At our request, the customer must hand over our service and delivery descriptions as well as our relevant representations and destroy any copies that may have been made.
- Export, export control and end use
11.1 Our corporate self-image and our company policy stipulate that our products should only be exported and used within the framework of national and international legal obligations and should serve sustainable development in the world. Our products may therefore only be used in civil, non-nuclear applications and may not be used in whole or in part in nuclear or military applications, in particular NBC-relevant applications, or exported for a corresponding use. Resale in embargoed countries or to blocked persons is also not permitted.
11.2 The customer assures in the sense of an independent guarantee promise that all products are used by himself and by the end customer exclusively in civil and non-nuclear and not in nuclear or military, in particular NBC-relevant applications, that our products are not exported to embargoed countries and no blocked persons are supplied and that our products are not used or exported in such a way that they are subject to legal or official approval reservations or prohibitions such as Regulation EC No. 428/09 (Dual Use), the Foreign Trade and Payments Act, the Foreign Trade and Payments Ordinance or the War Weapons Control Act.
11.3 The customer is aware that the use of our products, in whole or in part, by himself or by the end customer for nuclear or military purposes, in particular those relevant to NBC, or in embargoed countries or in the case of blocked persons, is not only subject to legal reservations, but is hereby expressly prohibited by contract. In the event of violations, we are in any case entitled to withdraw from the contract, whereby further claims and in particular claims for damages are expressly reserved.
11.4 We are entitled to check the customer’s compliance with the legal and contractual obligations at any time after prior notification within a reasonable period of time. If there are sufficient suspicions of non-compliance, the customer is obliged to immediately provide us with all the information required to check compliance with this prohibition. The customer is obliged to inform us immediately in writing if he or she has any doubts about compliance with the above obligations.
11.5 We are entitled to withhold our services if the customer violates an obligation from the above paragraphs or if there are reasonable grounds for suspecting non-compliance or if the customer has his own doubts.
11.6 In addition to the above obligations, when exporting products purchased from us, the customer must ensure any necessary export and customs permits at his own expense at all times. We are not liable for the permissibility of exporting the products and their compliance with the legal and technical regulations of the importing country. The customer hereby releases us from any related claims and claims for damages.
11.7 In connection with exports to the USA, the customer is advised that the products may also be subject to special US export license regulations. Customer agrees not to export, re-export or transfer, directly or indirectly, or cause, assist or authorize any third party to export, re-export or transfer the Products in violation of US law. The customer shall at all times ensure that neither the US Bureau of Industry and Security nor any other US federal agency has revoked, suspended or denied the respective export license.
11.8 Our products are regularly not approved for aerospace applications. If the customer intends a corresponding use, we must be informed of this in writing. We will then discuss the possibility of a corresponding custom-made product together with the customer and, if necessary, conclude a separate project contract. - Data protection
12.1 Personal data are to be used in compliance with the statutory provisions. In particular, personal data may only be used with the consent of the person concerned and with reference to the informal right of withdrawal at any time. - Written form and ancillary agreements
13.1 Changes to these terms and conditions of sale and delivery and the contracts subject to them must be made in writing.
13.2 Verbal side agreements and supplements to these terms of sale or delivery and to the contracts underlying them require our written confirmation within 14 days to be effective. - Place of performance, place of jurisdiction, applicable law
14.1 The place of performance and exclusive – also international – place of jurisdiction for all disputes arising from or in connection with these sales and delivery conditions or the contracts underlying them is Spaichingen, DE. Deviating from this, we are entitled to bring an action at the customer’s place of business.
14.2 The law of the Federal Republic of Germany applies to the contractual relationship between the customer and us. - Severability Clause
Should one or more of the above provisions be or become invalid, the remaining provisions shall remain unaffected.