Delivery and payment conditions for purchase contracts

 

1. General The following conditions apply exclusively to all contracts. They become part of the contract. Differing conditions of the contractual partners will not be recognized, even if these are not expressly contradicted.

1.1. The contract is concluded when the buyer accepts the contract offer.

1.2. If the buyer demands cancellation of the contract or refuses to accept the service and the company agrees to this, the buyer must pay 20% of the agreed purchase price as compensation for lost profits and costs incurred. The company reserves the right to assert further damages. The buyer also reserves the right to prove lesser damage.

1.3. German law applies without exception; international law is excluded.

 

2.1. Offers All prices do not include shipping, packaging and delivery costs.

2.2. Contract changes and other agreements are only binding if they are confirmed in writing by the company, unless otherwise agreed.

2.3. The seller or his supplier or manufacturer has a copyright to the drawings and documents handed over to the buyer.

 

3.1. Delivery and scope of delivery The delivery and service deadlines are approximate. The deadline only begins after the documents, approvals and releases to be obtained by the buyer have been submitted and not before receipt of an agreed advance payment.

3.2. The company reserves the right to make changes to the delivery item due to design and production technology as well as legal regulations, provided that the delivery item is only changed insignificantly and the changes are reasonable for the purchaser. Service descriptions are not guarantees for which the seller would be liable in accordance with Section 444 of the German Civil Code (BGB).

3.3. The provision of equivalent services by other manufacturers is permitted.

3.4. We expressly reserve the right to deliver to ourselves. Partial deliveries are permitted.

3.5. Arrival and departure times are not included in the prices and will be billed separately based on effort. Waiting times for delivery of more than 0.5 hours will be billed separately at the company's hourly rate.

3.6. A reasonable grace period within the meaning of § 281,323 BGB is a period of two weeks.

3.7. Loading and shipping are uninsured and at the risk of the recipient.

3.8. If delivery has been agreed, delivery will only be made at ground level.

3.9. The buyer must ensure that all structural requirements for smooth unloading are present on the delivery date, in particular unhindered access to the delivery location. The buyer must provide unloading equipment unless otherwise agreed. The buyer is liable for additional costs due to delay in unloading.

 

4.1. Prices and payment All prices are in EURO and exclude the applicable VAT. This will be invoiced separately.

4.3. Purchase price claims are due immediately.

4.4. Unless otherwise agreed, an advance payment of 30 percent of the order sum plus VAT must be paid within 10 days of conclusion of the contract.

4.5. The purchase price is due upon delivery of the goods.

4.6. Payment is only made once it has been credited to the company's account. Checks are accepted as payment.

4.7.After the due date, the debtor is granted a payment period of 12 working days after receipt of the invoice; After the deadline has expired, statutory interest, § 288 BGB, must be paid.

4.8. A discount will only be granted on the invoice amount if this has been agreed separately. The discount period begins from the invoice date.

 

5.1.Retention of title The delivered goods remain the property of the company until all claims arising from the business relationship have been paid, even if payments are made on specially designated claims.

5.2. If reserved goods are sold by the contractual partner alone or together with goods that do not belong to the company, the buyer hereby assigns the claims arising from the sale in the amount of the value of the reserved goods with all ancillary rights and priority over the rest. The company accepts the assignment; the value of the reserved goods is the invoice amount plus a 10% security surcharge, which is not taken into account if third-party rights conflict with it. If the sold goods are co-owned, the assignment of the claim extends to the amount that corresponds to the contractual partner's share in the co-ownership.

5.4. If the reserved goods are installed by the buyer as an essential component in the property of a third party, the buyer now assumes the assignable claims arising against the third party or the person to whom it concerns for remuneration in the amount of the value of the reserved goods with all ancillary rights including the law Granting of a security mortgage with priority over the rest. The assignment is accepted by the company, otherwise the above calculation basis applies accordingly (Z..6.3.)

5.5. If reserved goods are built by the buyer as an essential part of the buyer's or a third party's property, the contractual partner now assumes the claims arising from the sale of the property or property rights, or the claims for work to which he is entitled in the amount of the value of the reserved goods with all ancillary rights and Rank before the rest to the company, the company accepts the assignment, the above calculation basis applies.

5.6. The buyer is only entitled and authorized to resell, use or install the reserved goods in the normal course of business and only on the condition that the claims described above are actually transferred to us. He is not entitled to make any other disposals over the reserved goods (e.g. pledging, transfer of title as security). If the buyer defaults on payment, the company is entitled to take back the reserved goods after a reminder and the contractual partner is obliged to return them.

5.7. Assignment of claims is only possible with the company’s prior consent. This also applies to the sale of receivables to factoring banks. The buyer undertakes to inform immediately if prohibitions of assignment have been agreed with the subsequent client. If this obligation is ignored, we are entitled to withdraw from the contract. The buyer is then fully liable.

5.9. The company must be notified immediately of third-party enforcement measures against the reserved goods or assigned claims and hand over the necessary documents.

5.10. The company undertakes, at the buyer's request, to release the securities to which we are entitled in accordance with the above conditions, at the company's discretion, to the extent that their real value exceeds the claim to be secured by more than 20%.

 

6.1.Prohibition of offsetting and assignment Offsetting is only possible with undisputed or legally established claims.

6.2. Claims arising from the contractual relationships may not be assigned to third parties.

 

7.1. Warranty The warranty is limited to repair or replacement delivery for all contracts, at the company's discretion. Once the choice has been made, the company can still decide on the other measure. Repairs and replacement delivery are only considered to have failed after the unsuccessful second attempt. If the repair or replacement delivery fails, the statutory warranty claims will be reinstated. Warranty periods are limited to the legal minimum. Any warranty is excluded for used items. In the case of a consumer transaction, the warranty period is 12 months from delivery of the goods.

7.2. Obligation to inspect and report defects The buyer is obliged to inspect the goods received and, if a defect becomes apparent, to report it to the company immediately. If the buyer fails to report a defect that was obvious or could have been recognized upon delivery, the buyer is excluded from warranty claims for these defects. If such a defect becomes apparent later, notification must be made immediately after the defect is discovered. Otherwise, warranty claims due to these defects are excluded. Upon handover, a joint acceptance protocol is drawn up that both parties go through in detail. If the goods are described there as being free of defects, the presumption of Section 476 of the German Civil Code (BGB) is considered refuted, provided there are no hidden defects.

 

8th. Liability The company is only liable to the buyer for intent and gross negligence of its own and that of its vicarious agents. Further claims for damages are excluded.

 

9.Place of jurisdiction The place of jurisdiction for all disputes arising between the parties from the contractual relationship is Baden-Baden exclusively, provided that the purchaser is a registered merchant, a legal entity under public law or a special fund under public law.

 

10. Severability clause Any invalidity of individual provisions does not affect the validity of the remaining provisions of these terms of delivery and payment or the contracts on which these provisions are based.

​