General Terms and Conditions
for deliveries, services and terms of payment valid as of June 1, 2017
1. General information
The following regulations apply to the entire business relationship, including future business relationships, even if they are not expressly agreed again. Deviating terms and conditions of the business partner which we do not expressly accept in writing shall not be subject matter of the contract. With the inclusion of these General terms and conditions, all previous ones become invalid for future circumstances.
2. Offers and orders
We are bound to our offers for 30 days from the date of issue. All orders are only binding if they are confirmed by us in writing or if we comply with the delivery of the goods/services ordered. The sending of the invoice shall be deemed to be a written order confirmation.
If, after the written order confirmation or before delivery of the goods/services ordered, there is a significant deterioration in the financial and/or liquidity situation of the customer, or if such circumstances that already existed at the time the contract was concluded only become known later, we reserve the right to withdraw from the contract and to claim damages if the customer is not prepared, at our discretion, to perform concurrently, to provide security or to make an advance payment.
Orders from the customer are executed at the price (plus statutory VAT) that results from the price list valid on the day of delivery.
3. Shipping and transfer of risk
The delivery shall take place including packaging using the cheapest shipping method of our choice. Delivery will be effected as soon as possible. Partial deliveries, deliveries of other sizes and packaging or replacement deliveries that are reasonable for the customer remain reserved. Urgent deliveries and special requests in relation to the packaging or the transport route are possible on request against reimbursement of the additional costs and with an extension of any delivery times.
Our delivery obligation shall be deemed to have been fulfilled when the goods are transferred to the customer or the service has been rendered on the item. When the goods are handed over, the risk of accidental loss and accidental deterioration passes to the customer.
Our invoices are due and payable net 30 days after the invoice date. All payments by the customer shall be deemed to have been made on the oldest outstanding claim and shall be set off against this. Deviating repayment terms of the customer are not permitted.
The customer can only offset undisputed or legally established claims. It is only entitled to assert a right of retention due to counterclaims arising from this contract.
If the customer is in arrears with a payment that is due, all open invoices become due immediately. In addition, interest on arrears shall be charged at the statutory rate. In the event of a delay in payment, we are entitled to postpone the delivery of further ordered goods/services until all outstanding invoices have been paid in full, or, at our discretion, to withdraw from the contract. We reserve the right to claim damages in this case.
5. Retention of title
All deliveries of goods remain our property until all claims have been paid in full and until any current account balance that may be borne by the customer has been settled. During the period of our retention of title, the customer bears the full risk of the goods, in particular the risk of loss, accidental loss or accidental deterioration. The customer hereby assigns all claims from the sale of reserved goods to us to secure our respective claims. We accept this assignment. Insofar as the customer is willing and able to meet its obligations towards us properly, it may dispose of the goods owned by us in the ordinary course of business and collect the claims assigned to us itself, despite our reservation to resell them and as long as it is not in financial collapse. However, it is not permitted to pledge, transfer ownership or assign claims to third parties.
At our request, the customer must provide us with the information required for collection of the assigned claims and inform the debtors of the assignment. Any treatment and processing of the goods subject to retention of title is carried out by the customer for us without any obligations arising for us, in particular without us being regarded as the manufacturer within the meaning of the Product Liability Act. The customer must inform us immediately about compulsory enforcement measures by third parties in relation to the goods subject to retention of title or the claims assigned in advance and hand over the documents required for an intervention. We undertake to release the securities to which we are entitled in accordance with the above conditions at our discretion at the request of the customer insofar as they exceed the value of the claims to be secured by more than 50%.
6. Warranty and liability
The customer may request us in writing 14 days after the due date to deliver within a reasonable period of time. With this reminder we are in default. In addition to the delivery, the customer can only demand compensation for damage caused by delay if we, our legal representatives or vicarious agents are guilty of gross negligence or intent. The exclusion of liability takes place to the maximum extent permitted by law. Liability in the event of injury to life, limb or health as well as under the Medicines and Product Liability Act remains unaffected.
Obvious defects must be reported to us in writing immediately after receipt of the goods or after the service has been rendered, or in the event of defects occurring later, immediately after their discovery. Returns generally require our prior written consent.
All claims due to defects in the delivered goods are limited to replacement deliveries. However, if the replacement delivery fails, the customer reserves the right to demand a reduction in payment or - if the defects are not insignificant - to withdraw from the contract. Any further warranty or liability is excluded, unless we, our legal representatives or vicarious agents are guilty of gross negligence or intent or we culpably violate essential contractual obligations.
The warranty period for spare parts is six months. Warranties do not put a new warranty period into effect. Defects or damage caused by improper use are not covered by the warranty.
Maintenance and the prescribed safety checks on our devices are to be carried out or commissioned at the time intervals specified by us at the expense of the owner/user. If the owner/user cannot prove to us that it has had the maintenance and safety check carried out properly, all warranty claims against us expire.
7. Change of contractual partner / assignment
We are permitted to transfer our contractual rights and obligations to a third party with discharge of debt. In this case, the customer has an extraordinary right of termination.
The customer agrees to the disposal of our rights arising from the business relationship.
The direct or indirect commercial resale of our products outside of the Federal Republic of Germany is not permitted. Deviations from this require our express written consent.
9. Data protection
According to § 28 German Federal Data Protection Act (BDSG) we object to any commercial use and disclosure of our data.
The customer gives its consent to the use of personal data within the scope of § 28 BDSG.
10. Miscellaneous and jurisdiction
The law of the Federal Republic of Germany applies to all legal relationships between the business partner and us, with the exception of the preceding texts of the UN Sales Convention, the Hague Sales Convention and private international law.
Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.
The place of performance and place of jurisdiction is Cologne, Germany.