1. general - scope of application
1.1 All sales contracts and deliveries are made exclusively on the basis of the following conditions. These terms and conditions shall also apply to all subsequent transactions as agreed, even if we do not expressly refer to them for further contracts - in particular for telephone orders. If, in exceptional cases, anything to the contrary is to apply - in particular the buyer's terms and conditions of purchase - our express written confirmation is required. By delivering goods, we do not accept the terms and conditions of the buyer; on the other hand, by accepting the goods, the buyer agrees to our terms and conditions.
1.2 Our Terms and Conditions of Sale shall only apply to transactions with entrepreneurs, legal entities under public law and special funds under public law.
2. offer - offer documents
2.1 Our offers are subject to confirmation with regard to price, quantity, delivery period and delivery possibility. The documents belonging to the offer, such as technical data sheets, weight and dimension specifications, etc., are only approximate unless they are expressly designated as binding. Contracts shall only be concluded by our order confirmation. Orders shall also be deemed accepted in the event of tacit execution.
2.2 The object of the contract is exclusively the sold product with the characteristics and features as well as the intended use according to our offer. Public statements, recommendations or advertising do not represent a contractual quality of the goods. Other or more extensive properties and/or features or a more extensive intended use require an express agreement. Excess or short deliveries of up to plus/minus 10 % customary in the industry are permissible.
3. 1 Should we generally reduce or increase our prices in the period between order confirmation and delivery, the price valid on the day of delivery shall be charged.
3.2 Price increases shall be permissible if they are based on changes in price-forming factors which occurred unforeseeably after conclusion of the contract; the amount of the price increase must be justified by the change in the price-forming factors and notified to the purchaser within a reasonable period.
3.3 In the event of an increase in prices, the purchaser is entitled to withdraw from the purchase contract. Neither party can derive any rights, in particular claims for damages, from this.
3.4 Any changes in customs duties and other duties and freight charges affecting the goods occurring after the conclusion of the purchase contract shall be borne by or in favour of the buyer.
4. terms of payment
4.1 Unless we have confirmed otherwise in writing, invoices shall be payable within 10 days with 2% discount or within 21 days without any deduction from the invoice date. Bills of exchange or cheques shall only be accepted on account of payment after prior express agreement. 4.2 In the event of default in payment, the Buyer shall pay default interest in the amount of 8 percentage points above the base interest rate, unless the Buyer can prove lower damages or we can prove higher damages.
4.3 In the event of justified doubts as to the creditworthiness of the buyer, in particular in the event of a significant deterioration in the buyer's financial circumstances occurring after conclusion of the purchase contract, which endangers the seller's claims, there are bill and cheque protests, settlement proceedings have been applied for against the buyer's assets or the buyer falls into insolvency, we shall be entitled, irrespective of any payment terms granted, to make further deliveries only against advance payment or securities. In addition, without prejudice to further rights, we shall be entitled to terminate the contract after expiry of a reasonable grace period set for payment or provision of security under threat of refusal. All outstanding invoices shall become due immediately.
4.4 Offsetting against our claims with disputed counterclaims or counterclaims which have not been legally established is excluded. The same applies to the exercise of rights to refuse performance and rights of retention. The purchaser's rights under this contract may not be assigned to third parties unless otherwise agreed in writing.
5.1 Delivery within Germany (except island regions) and the Netherlands is usually free domicile by parcel service. Other delivery locations and their delivery conditions will be agreed separately.
5.2 Delivery periods agreed in individual cases shall only apply subject to correct or punctual self-delivery.
5.3 We are not responsible for delays in delivery or non-delivery if these are caused by circumstances beyond our control, in particular force majeure, fire, flooding, war, government measures, breakdown of facilities, accidents, strikes, shortage of labour, procurement difficulties of materials, packaging or transport space.
5.4 Due to such circumstances which affect the execution of the purchase contract, we are entitled to postpone the delivery by the corresponding time or to withdraw from the contract in the case of a longer duration.
5.5 Section 9 shall apply to claims for damages of the buyer due to delay or impossibility of performance.
6. assumption of risk
The goods shall generally travel at the risk of the purchaser, irrespective of who bears the freight costs.
7. retention of title
7.1 All goods delivered by us shall remain our property until full payment of all claims, including future claims, arising from all business relations, including the settlement of a current account balance.
7.2 Further processing shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code) without any obligation on our part. If, in the case of §§ 947 para. 2, 948 BGB (German Civil Code), one of the buyer's items is the main item, the buyer hereby transfers his co-ownership share to us in the ratio of the invoice value of the preliminary goods to the total value of the new main item. If the processing takes place together with other materials, we shall acquire co-ownership in the ratio of the invoice value of our goods to that of the other materials. The co-ownership thus acquired shall be regarded as reserved goods which the purchaser shall keep in safe custody for us.
7.3 The resale of the goods subject to retention of title is only permitted in the normal course of business and may be prohibited by us in the case of clause 5. Access by third parties to the goods and claims belonging to us must be notified to us by the purchaser without delay. Claims from resale are hereby assigned to us in the amount of the outstanding amount until all our invoices have been settled. We hereby accept the assignment. If the value of the existing securities exceeds the claims by more than 20% in total, we are obliged to release securities of our choice at the buyer's request.
8.1 The purchaser must carefully inspect the sold item for any material defects immediately upon arrival at the place of destination. If the buyer discovers a defect, he must notify the seller in writing immediately, at the latest 8 working days after receipt of the goods at the place of destination, giving a precise description of the defect. Otherwise the goods shall be deemed accepted. If, despite careful examination of the goods, the defect was not recognizable upon delivery, it must be reported immediately after its discovery.
8.2 We shall only be liable for not inconsiderable defects of the sold item if the buyer notifies us of these in writing immediately after their discovery, at the latest within 8 days of delivery of the goods.
8.3 We assume no liability after processing of the sold item or for consequences caused by improper use of the sold item.
8.4 In the event of not inconsiderable material defects, we shall remedy the defect or deliver a defect-free item (subsequent performance) at our discretion. If, after two attempts at subsequent performance, it is established that the rectification of the defect or subsequent delivery is unreasonably delayed, has become impossible or has failed, the Buyer may reduce the purchase price, withdraw from the contract or claim damages instead of performance. If the purchaser chooses to withdraw from the contract, he shall not be entitled to any additional claim for damages due to the defect.
8.5 All warranty claims for defects shall lapse if the Buyer does not give us the opportunity to inspect the identity of the goods complained about and the defects presented on site and does not provide samples immediately upon request. Furthermore, the claims shall lapse if the goods are not treated or processed immediately after discovery of the defects or if our goods are not mixed or combined with goods of a different origin.
8.6 The buyer's claims shall become statute-barred within one year, beginning with the transfer of the object of purchase to the buyer.
8.7 Our verbal and written advice on application technology is non-binding - also with regard to any industrial property rights of third parties - and does not release the purchaser from his own examination of the products supplied by us for their suitability for the intended processes and purposes.
9.1 We shall only be liable for claims for damages due to culpable acts, for whatever legal reason, including, but not limited to, default, defective delivery, breach of duties arising from an obligation or duties in contract negotiations, tort, product liability (with the exception of liability under the Product Liability Act), in the event of intent or gross negligence. Liability for slight negligence shall be excluded unless the purpose of the contract is significantly endangered by the breach (cardinal obligation). In this respect, the term "cardinal obligation" describes abstractly such obligations, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner may regularly rely. In such a case of breach of a cardinal obligation, liability shall be limited to the damage typically foreseeable at the time of conclusion of the contract. This limitation does not apply to injuries to life, body or health suffered by the customer. A personal liability of our legal representatives, vicarious agents and employees for damages caused by them through slight negligence is excluded.
9.2 Agreements between the customer and his customers which go beyond the statutory warranty claims shall not be at our expense.
9.3 Any liability on our part going beyond the above shall be excluded.
10. final provisions
10.1 We are entitled to process data about the Buyer received in connection with or in connection with the business relationship, regardless of whether this data originates from the Buyer himself or from third parties, within the meaning of the Federal Data Protection Act.
10.2 The place of jurisdiction for all disputes in connection with this contract is - insofar as the purchaser is a merchant - at our discretion Hanau or the registered office of the purchaser, for legal actions of the purchaser exclusively Hanau. Legal regulations concerning exclusive responsibilities remain unaffected.
10.3 The relations between us and the buyer are subject to the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) as well as other, including future, intergovernmental or international agreements shall not apply, even after their adoption into German law.
10.4 Should any of the above provisions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by another provision which comes as close as possible to the economic purpose of this provision.