Terms of sale and delivery
Our following terms and conditions apply exclusively to entrepreneurs, legal persons under public law and public-law special funds.
II. Conclusion of contract, Subject matter of contract
1. Our offers, deliveries and services are exclusively subject to these terms and conditions. Deviating terms and conditions of the customer are not part of the contract. Latest upon receipt of the goods or services deemed to have accepted our terms and conditions.
2. Our offers are valid for 30 days. Contracts come only into existence by our written order confirmation or execution of the order.
3. We reserve the right to technical and creative deviations from the descriptions and information in brochures, quotations and written documents as well as performance, design and material changes in the course of technical progress, without the customer being able to derive any rights. Specifications about our products (technical data, dimensions, etc.) are only rough and approximate. They are not a guaranteed condition, unless the warranty is made expressly in writing.
4. We reserve the right of ownership and copyright for samples, drawings, cost estimates inter alia – also in electronic form. They must not be made available to third persons without authorization and shall be returned immediately upon request.
III. Prices, Payments
1. Unless otherwise agreed, prices are ex works or warehouse plus VAT. The prices do not include packing, freight and unloading. Each calculation is based on our price list valid at the date of dispatch.
2. In case of rising product costs between the conclusion of contract and delivery, we are entitled to increase the agreed prices reasonable.
3. The Goods may be paid as an advance payment. Only in exceptional cases, a payment period is granted. This must be agreed in writing. The remaining payments must be supplied no later than 10 days after the due date and receipt of the invoice net.
4. For delay in payment, we are subject to further rights and claims entitled to charge default interest of 5% per Anno above the base rate of the European Central Bank.
5. If checks or bills of exchange shall be accepted by us, the collecting takes place only as payment. We take no responsibility for a timely presentation or protest. The discount charges shall be subject to payment.
6. Offsetting and liens of the customer are excluded, unless the counterclaim is undisputed and legally established.
IV Delivery times
1. Agreements on a binding delivery time (performance time) must be carried out in writing. Our timely performance requires that all commercial and technical questions between the customer and us are clear and the customer has all his obligations, such as provision of all necessary regulatory approvals or payments met.
2. Our delivery time is met when our product has left the factory or the warehouse until this time or we have displayed the readiness of collection or transmission.
3. If we are not responsible for the delay, such as lack of energy, import difficulties, operational and traffic disruptions, strikes, force majeure or delays caused by our suppliers, the performance time is extended accordingly. If we cannot afford a reasonable extension, the customer and we are both entitled to withdraw from the contract. The customer’s claims for damages are excluded.
V Passing of the risk, insurance
1. The risk passes to the customer once the product has left our factory or warehouse. This is also valid if we take over further services, in particular shipping costs or delivery.
2. In case of delay or outage as a result of circumstances, for which the customer is not responsible, the risk shall pass to the customer as soon as we have received him the shipment.
3. The shipping takes place at the expense and risk of the purchaser. Therefore, damage in transit or missing packages must immediately be reported to the carrier upon delivery.
VI Retention of Title
1. The product which was supplied by us remains our property until full payment (reserved goods).
2. We are entitled to insure the reserved goods against theft, breakage, fire, water and other damages at the customer’s expense, if our customer cannot prove that he has taken out an appropriate insurance. In this way, the customer already now assigns all claims against the insurance to us.
3. If the customer payment or a due instalment is completely or fora substantial part of it more than 10 days in arrears and if a reasonable period for the payment set by us passed without success, we may require the customer to the reserved goods, even without a previously declared withdrawal from the contract. The same applies if the customer’s assets filed for bankruptcy and is not withdrawn within 10 days. We are entitled to take possession of the reserved goods, if the customer does not agree to issue or threaten loss or destruction of the goods. For this, we are allowed to enter the location of the goods. The customer must pay the redemption costs. We can use redeemed reserved freehand and at the best. The proceeds are entitled to the customer where they exceed our secured debt.
VII Claims for defects (Warranty)
1. Our liability extends to a corresponding lack of freedom in the art of our products. Our liability is excluded:
1. if our products are from the customer or a third person not properly stored, installed, commissioned or used (vehicles are devised for street and not for other grounds),
2. in case of natural erosion,
3. in case of improper maintenance,
4. in case of using unsuitable operating resources,
5. for damage caused by third persons through repairs or other works that are not expressly approved by us.
2. The customer must inspect the product immediately upon receipt. Visible defects are to be reported to us within one week after receipt of the product. If any defects are found on the product later, you must notify us in writing within one week after discovery. If not, the product is considered as approved.
3. Our statutory liability for defects is limited, i.e. at our discretion we either remedy the defect or replace the product. The customer must contact us immediately and give us reasonable notice to remedy the defect, otherwise we shall be released from liability for the consequences. Only in urgent cases, for example to ensure operational safety or to prevent excessive damage, the customer must remedy the defect themselves or through a third person and demand reimbursement of the necessary expenses. In any case the replaced parts must be returned to us.
4. If subsequent performance fails, the customer is entitled to reduce the purchase price or, in case of substantial defects, to withdraw from the contract.
5. When selling used items, our liability is excluded.
6. Further claims of the customer for defects as in accordance with the foregoing paragraphs are excluded. Therefore, we are not liable for damages which are not caused to the product itself, and not for other pecuniary losses.
1. Our liability, regardless of which legal reason, is limited to cases of gross negligence.
2. All limitations of liability set out in these terms and conditions does not apply:
1. in case of intent or gross negligence by us or our agents,
2. in case of personal injury,
3. in case of damages caused by the lack of a quality which we have guaranteed,
4. in case of claims under the Product Liability Act.
VIIII Choice of Law, Jurisdiction
1. The law of the Federal Republic of Germany is valid. The CISG is excluded.
2. Jurisdiction in transactions with merchants is Vaihingen / Enz. However, we are entitled to decide if we sue the customer’s head office.
X Final Provisions
1. Changes and additions, terminations and suspensions of the purchase contract have to exist in written form to be effective.
2. If any instruction of this contract should be invalid, the validity of the remaining terms of the contract shall not be affected. Ineffective terms of the contract are to be regulated under the principle of contractual compliance.