I. Validity of our terms and conditions, rejection of conflicting terms and conditions, non-binding offers
- Unless special agreements are expressly made, the following terms and conditions apply exclusively to all our offers and sales, including to all future sales contracts with the buyer.
- We do not recognize conflicting or deviating conditions of the customer. Our conditions also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer. By concluding a contract with us or by accepting our delivery, the customer waives the application of his conditions and accepts ours without reservation.
- Our offers are non-binding unless they are expressly designated as firm offers.
- These terms of sale only apply to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code.
II. Written conclusion of contract
Orders placed are only considered accepted after our written confirmation. Oral ancillary agreements require written confirmation to be valid.
III. Payment, offsetting, consequences of late payment
- Unless otherwise agreed, payment must be made without any deductions immediately after receipt of the invoice.
- The customer is only entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
- In the event of a delay in payment, we are entitled to interest of 5 percentage points pa above the respective base interest rate from the start of the delay. In the event of a delay in payment and after a grace period of 7 days has expired without result, we also have the right to make further deliveries from contracts that have not yet been fulfilled dependent on an appropriate advance payment.
IV. Delay in delivery, type of dispatch, transfer, acceptance, partial, excess and short deliveries
- Delivery delays or delivery failures at our suppliers, as well as staff shortages, strikes, lockouts, disruptions in shipping, traffic disruptions, official orders, fire damage, floods and other cases of force majeure both on our part and on the part of the sub-supplier release us from the delivery obligation for the duration of the disruption.
- If a firmly agreed delivery period is not met as a result of our fault, the buyer is entitled to withdraw from the contract after a reasonable period of grace has expired, to the exclusion of further claims.
- Delivery is by truck, ship or rail at the seller's option. If the buyer requests a specific type of shipment, the additional costs compared to a cheaper type of shipment are at his expense.
- Our delivery obligation is deemed to have been fulfilled when the goods are handed over to the transport company at the place of performance.
- The liability for the goods is regulated according to the contractually stipulated Incoterms® conditions.
- The buyer is obliged to accept the ordered products immediately. If he is in default of acceptance, we are entitled to store the goods for the account and at the risk of the buyer or to have them auctioned according to Section 373 Paragraphs 2 to 5 of the German Commercial Code or to withdraw from the contract after granting a reasonable grace period.
- We are entitled to partial deliveries.
- Short or excess deliveries of up to 10% of the contracted quantity are permissible and must be remunerated accordingly by the buyer.
V. Prices and price changes
- Our prices do not include VAT.
- If, after the conclusion of the contract, public taxes are increased or newly introduced, or if there are freight increases that are part of our price calculation, we are entitled to adjust the purchase price accordingly.
- Price increases occurring after the conclusion of the contract - also retrospectively - by the supplying works shall be borne by the buyer. In this case, the buyer has the right to withdraw from the contract within 7 days of notification of the price increase.
VI. Warranty for defects, liability
- Section 377 of the German Commercial Code (Handelsgesetzbuch) applies to the obligation to examine and to give notice of defects in such a way that the required immediate notification of defects must be made to us in writing. The buyer must ensure that the identity of the goods complained about can be determined beyond doubt with the delivered goods.
- In the event of defects in goods delivered by rail wagon, the buyer must have the relevant rail company assess the facts/damage. The cause of the damage and the type and extent of the damage must be determined. The notification of defects must contain precise information about the delivery date and wagon number. A statement of facts as well as the bills of lading and evidence of any wagon problems must be submitted to us immediately.
- In the event of defects in goods delivered by ship, the buyer must have the responsible average agent carry out a damage assessment at the latest when the cargo is unloaded. The damage report from the surveyor and evidence of any hatch problems must be submitted to us immediately.
- If notifications of defects are justified, the buyer has the right to demand supplementary performance or to keep the goods against price reduction or to cancel the contract.
- We are only liable for ensuring that the delivered goods are suitable for the use stipulated in the contract. We are not liable for consequential damage caused by the use of the item.
- We are liable according to the statutory provisions if we or our representatives or vicarious agents are accused of intent or gross negligence.
- Our liability for culpable injury to life, limb or health remains unaffected. This also applies to mandatory liability under the Product Liability Act.
VII. Retention of title and ancillary provisions
- We reserve ownership of the delivered goods until all claims to which we are entitled from the business relationship with the buyer have been paid in full. This also applies if a payment term has been agreed. The goods may not be pledged or assigned as security before they have been paid for in full.
- The buyer is obliged to store the delivered goods properly, to treat them with care and to insure them at his own expense against fire, water damage, storm, hail and theft damage at replacement value. Claims against the insurer arising in the event of damage to the delivered goods are assigned by the buyer to us in advance to secure our overall claims and, if insurance has been taken out for an entire inventory, up to the amount of our claim for the goods delivered by us contained therein. .
- The buyer must store the goods delivered by us separately and mark them as ours as long as our rights to them still exist.
- If our purchased item is inseparably mixed with items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of our purchased item to the corresponding value of the other mixed items at the time of mixing. If the mixing takes place in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers co-ownership to us with a proportion to be determined in accordance with Clause 1. The buyer keeps the items created according to S. 1 and 2 for us according to No. 2.
- Any processing or transformation of the purchased item by the buyer is always done for us. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of our purchased item to the corresponding value of the other processed items at the time of processing. The buyer keeps the items created according to S. 1 for us according to No. 2.
- The buyer may resell the goods in the ordinary course of business before paying in full. In doing so, he must describe the goods in terms of quality, composition and quantity on the invoice and delivery note in exactly the same way as we have done to him. All claims that the buyer acquires from the resale of the goods delivered by us to third parties are assigned to us in advance without a special document to secure our claims, as long as we have claims from deliveries against the buyer. The buyer agrees to the assignment in advance. We accept the assignment.
- The buyer is authorized to collect the claims to which we are entitled under No. 2 and No. 6 as long as he meets his payment obligations to us in accordance with the contract. He is obliged to transfer the collected amounts of money to us, insofar as our claims are due. If the buyer is in default of payment, if he stops making payments or if an application for insolvency is pending for his assets, he is obliged to inform us of the assigned claims and their debtors, to provide all information required for collection, to hand over the necessary documents and to to notify debtors of the assignment
- The buyer must notify us immediately, also in writing, of access by third parties, in particular seizures, of the goods delivered under retention of title and of assigned claims, and provide us with all information and documents that we need for an intervention, in particular through third-party objection lawsuits. Insofar as the costs of the intervention cannot be obtained from the third party, the buyer is liable for them.
- If the buyer does not comply with the agreed terms of payment or violates his obligations under this agreement, we are entitled to take back the reserved goods at his expense, without this being a withdrawal from the contract.
- The buyer can demand that we waive security if the realizable value of the goods subject to our retention of title and the claims assigned to us exceed the claims against the seller to be secured for us by more than 10%. This requires an agreement on the individual securities to be released, whereby we are entitled to select the securities to be released.
- If the buyer has fulfilled all of his payment obligations from deliveries to us, we shall assign to him any claims still entitled from No. 2 or No. 6. In this case, a special agreement regarding the individual claims is not necessary.
The buyer can only assign his claims from the purchase contract to third parties with our prior written consent.
Should any provision of these general terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions or the contract.
X. Place of Performance and Jurisdiction
- The place of performance for the delivery is the respective place of dispatch. place of performance for payments Kappelrodeck.
- The place of jurisdiction is for both parties Kappelrodeck agreed.
- German law applies. The validity of the UN sales law is excluded.
- Unless otherwise stipulated in these conditions, in the contract or by law, the rules for the interpretation of commercial clauses (Incoterms) set out by the International Chamber of Commerce in Paris apply in their currently valid version.