Terms & Conditions
Stand: 01. August 2017
§ 1 scope
(1) These general terms and conditions apply exclusively and also to all future business with the buyer. We do not recognize any terms and conditions of the buyer that contradict or deviate from our conditions of sale, unless we have expressly agreed to their validity in writing. Our conditions also apply if we have to carry out deliveries to this reservation in the knowledge of conflicting or deviating conditions of the buyer.
(2) Our terms of sale only apply to companies within the meaning of Section 14 of the German Civil Code (BGB).
§ 2 Offer and Conclusion
(1) Our offers are always non-binding, unless otherwise stated in the order confirmation. (2) Insofar as our sales employees make verbal side agreements or give assurances that are about a in writing
placed order or a written order confirmation on our part, these only become binding with our written confirmation.
(3) A purchase based on a sample or on a trial basis (§ 454 BGB) is fundamentally excluded.
(4) Obvious errors, spelling, printing and calculation errors, which we made in the preparation of the offer, are not binding for us. The information in the documents belonging to the offer, such as images, drawings, weights and dimensions, in particular those relating to the performance and usability of the delivered products, only apply as quality guarantees within the meaning of Section 443 of the German Civil Code (BGB) if we expressly state this in writing.
§ 3 delivery time, delay, impossibility, partial deliveries
(1) The agreed delivery times and dates do not have the meaning of a firm deal, unless we have expressly promised this in writing.
(2) Our delivery obligation is subject to complete and timely delivery to us, unless we are responsible for the non-delivery or delay in delivery.
(3) Relieve circumstances for which we are not responsible, all cases of force majeure (in particular strikes, lockouts, lack of raw materials or energy as well as operational disruptions) as well as disruptions or restrictions at one or more sub-suppliers
us from our delivery obligation for the duration of the disruption and to the extent of its effects. In such cases, we are obliged to notify the buyer immediately in writing if it becomes apparent that the agreed delivery time cannot be adhered to. The buyer can then withdraw from the contract if we do not immediately declare after a corresponding request by the buyer that we will deliver within a reasonable period of time. Claims for damages due to
Delay or non-fulfillment are excluded in this case. In the case of orders, the fulfillment of which consists of several individual deliveries, the non-fulfillment, the defective or the late fulfillment of one delivery has no influence on others
Deliveries of the order. If, as a result of delivery disruptions of the type listed above, the quantities of goods available to us are not sufficient for the delivery of all the quantities ordered, we are entitled, subject to the elimination of a further
Delivery obligation to make reductions in the quantities to be delivered.
(4) Partial deliveries are permitted to a reasonable extent.
§ 4 Shipping, Transfer of Risk
(1) Unless otherwise agreed, the route and means of dispatch are left to our choice, especially if trade clauses (INCOTERMS 2010) have been agreed.
(2) The risk of accidental loss or accidental deterioration of the goods is reserved when the goods are handed over to the forwarding agent, carrier or collector, but no later than when they leave our warehouse or the manufacturer's works
other agreements, in particular when agreeing trade clauses (INCOTERMS 2010) to the buyer.
(3) Goods that are reported to be ready for dispatch on the agreed date must be called up by the buyer immediately. If the shipment is delayed at the request or due to the fault of the buyer or if the buyer violates other duties to cooperate, we are
entitled to claim the damage we incur, including any additional expenses. In the event of default in acceptance for which we are responsible, we are entitled - irrespective of further claims and rights - as a flat rate
To calculate compensation at the higher price valid on the day of delivery. The buyer is at liberty to prove a lower damage.
(4) If the buyer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect are borne by the buyer. Insofar as something else should arise from an agreement on trade clauses (INCOTERMS 2010), these take precedence over this clause.
§ 5 Prices, Payment, Discounts
(1) Should we generally change our prices for the goods to be delivered in the period between the conclusion of the contract and delivery, we are entitled to base the calculation on the price valid on the day of delivery, unless a fixed price agreement has been made. In the event of a price increase, the buyer is entitled to withdraw from the contract within 14 days of notification of the price increase. Unless otherwise agreed, the prices are net plus transport costs and VAT, but in the event of an agreed trade clause, this shall apply (INCOTERMS 2010).
(2) In the event of unexpected price increases by our sub-supplier at the time of the conclusion of the contract as well as unexpected increases in wage and transport costs, we are - unless there is a fixed price agreement - to an appropriate increase
justified. The same applies to customs and sales tax increases that have occurred after the conclusion of the contract.
(3) Any agreed discounts, insofar as they are calculated from the value of the goods, are granted on the pure value of the goods excluding packaging, surcharges and sales tax, otherwise on the purchased quantity. The entitlement to these discounts only arises if the goods delivered have been paid for in full and in due time.
(4) Payment of the purchase price must be made by the date stated on the invoice. The discount amount stated in the invoice can only be deducted from the invoice value if the invoice amount is available to us by the payment date stated in the invoice. Payments are always used to settle the oldest due debts plus any due and / or default interest incurred on them. Discounts are not granted if the buyer is in default of payment for earlier deliveries. Payment of the purchase price through the issuing of bills of exchange or the handing over of checks requires a written agreement; Checks and bills of exchange are only accepted on account of performance. Credits for bills of exchange and checks are made with the value date on the day on which we can dispose of the equivalent value.
(5) The buyer may only offset counterclaims that are undisputed, legally established or recognized by us; He is only entitled to retention rights if his counterclaim is based on the same contractual relationship.
(6) If our invoices are not paid within the payment deadlines specified by us, we are entitled
Due interest at the rate of 8% annually above the respective base rate according to § 247 BGB, unless the buyer can prove to us that we suffered little or no damage as a result of the payment arrears.
The assertion of further damages remains reserved.
(7) If the buyer defaults on payment, we are entitled - without prejudice to further claims and rights - to make the remaining claim due immediately and to carry out further deliveries only against advance payment or security. The same applies if we subsequently become aware of circumstances that result in a significant deterioration in the buyer's assets that seriously endangers our payment claim.
(8) In the above cases of Paragraph (7), we can revoke the direct debit authorization granted in accordance with Section 6 Paragraph (6) and demand reasonable advance payments for outstanding deliveries. The buyer is authorized to avert any advance payments as well as the legal consequences mentioned in § 6 Paragraph (3) by providing security in the amount of our endangered payment claim.
§ 6 retention of title, securities
(1) The delivered goods remain our property until the purchase price has been paid and all claims arising from the business relationship have been settled. This also applies if payments are made on separately designated claims. The inclusion of individual claims in a current invoice or the drawing of the balance and their recognition do not cancel the retention of title. If, in connection with the payment of the purchase price by the buyer, we establish liability on the basis of a bill of exchange, the retention of title does not expire before the bill has been redeemed by the buyer as the drawee.
(2) If the reserved goods are processed with other items that do not belong to us, we are entitled to joint ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods and the processing value. The same applies to the item created through processing as to the purchased item delivered with reservation. If our ownership expires due to the connection, mixing or blending of the purchased item with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item to 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 proportional co-ownership to us. The buyer shall keep the sole ownership or joint ownership for us free of charge.
(3) If the buyer defaults on payments or does not redeem a bill of exchange when it is due, which reaches 10% of our claims, we are entitled to resell and dispose of the goods delivered under retention of title
prohibit.
(4) The buyer is entitled to resell the purchased item in the ordinary course of business at customary terms and conditions with retention of title. However, the buyer already now assigns to us all claims that accrue to him from the resale against his customers or third parties in the amount of the final amount (including value added tax) of our claims, regardless of whether the purchased item is without or after processing, mixing or Compound has been resold. If the buyer enters into a current account agreement with his customer that allows the claims from the resale of the goods delivered by us to be included in a current account claim, the claim that arises in favor of the buyer from the current account relationship is deemed to be assigned to us in the amount of our claim. The claims from the resale serve as security to the same extent as the reserved goods.
(5) In the event of seizures or other interventions by third parties, the buyer must notify us immediately in writing. At our request, the buyer has all necessary information about the inventory of the goods in our property and
To grant co-ownership shares as well as the claims assigned to us in accordance with Paragraph (4) and to grant us access to its warehouses for the purpose of inspection, inventory and - if the requirements are met - removal of the goods subject to retention of title.
(6) The buyer is entitled to collect claims from the resale, unless we revoke the collection authorization in the cases mentioned in paragraph (3). In this case, the buyer is obliged to inform his customers immediately of the assignment of the claims to us and to provide us with the information required for collection and to hand over the associated documents.
(7) We undertake to release the securities to which we are entitled at the request of the buyer to the extent that the realizable net value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us.
§ 7 Defects, Notification of Defects, Warranty
(1) The warranty rights of the buyer presuppose that he has properly fulfilled his inspection and complaint obligations according to § 377 HGB.
(2) Unless otherwise agreed, the contractual quality of the goods is determined by our product descriptions. Public statements, promotions or advertising by third parties are irrelevant in this context.
(3) We are entitled to make insignificant changes or changes based on technical developments in the subject of the song without notifying the buyer of the content of the contract, provided that its usability is not impaired.
(4) Our quantities are approximate. Excess or short deliveries of up to 5% of the delivery quantity do not constitute a defect.
(5) Goods complained about may only be returned with our express consent.
(6) If there is a defect in the purchased item, we are initially entitled to choose between a replacement delivery or a subsequent improvement or, in the event of a shortage, a subsequent delivery. Additional expenses for the supplementary performance, which arise from an interim shipment of the goods to a place other than the place of delivery, is borne by the buyer. If the supplementary performance fails, the buyer has the choice between a reduction in price and withdrawal, in addition to any claims for damages or reimbursement of expenses. Withdrawal from the contract is excluded in the case of minor defects.
(7) We do not accept any liability for damage resulting from improper use, incorrect storage or negligent treatment of the goods.
§ 8 General Limitation of Liability
Unless otherwise regulated in these General Conditions of Sale, we are liable for statutory or contractual claims for damages or reimbursement of expenses due to breach of contractual and non-contractual obligations in the event of fraudulent intent,
Unreserved intent and gross negligence. Insofar as we negligently violate an essential contractual obligation, our obligation to pay compensation is - generally limited to the foreseeable damage or expense typical for the contract and - specifically for
Consequential damage caused by defects is limited to the performance of our existing (alternatively an appropriate) liability insurance and for damage caused by delay to a maximum of 5% of the purchase price. Further claims are excluded. Our
Liability under the Product Liability Act, from a guarantee or due to personal injury remains unaffected.
§ 9 Information and advice
We are not obliged to provide advice on application technology. Advice and information given nonetheless are non-binding if they are not given in writing. They do not release the buyer from the obligation to
proper and professional handling of our products.
§ 10 property rights
(1) Cost estimates, drafts, drawings and other documents that we transmit to the buyer remain our property and are subject to our copyright. They may not be reproduced or third parties without our express consent
be made accessible.
(2) The buyer must ensure that the acceptance and execution of the order placed by him does not infringe any industrial property rights of third parties.
(3) If, nevertheless, commercial property rights of third parties are infringed due to non-compliance with Paragraph (2), the buyer must indemnify us from all third-party claims based on this and indemnify us against all resulting damage
including the lost profit. If a third party claims us to cease and desist due to an alleged infringement of property rights, we may refuse to continue to perform the contract as long as the buyer is not responsible for us
any damage provides sufficient security to be determined by us at our reasonable discretion.
§ 11 data processing
We would like to point out that the customer's personal data obtained in the course of the business relationship
are stored by us in accordance with the provisions of the Federal Data Protection Act.
§ 12 Place of fulfillment, place of jurisdiction, applicable law
(1) The place of performance and - if the buyer is a merchant - the exclusive place of jurisdiction for deliveries and payments (including actions for checks and bills of exchange) as well as for all disputes arising between the parties is 26125 Oldenburg. The implementation of an arbitration proceeding to the exclusion of the ordinary legal process requires our written consent for each case of a contentious claim.
(2) The contractual relationships are exclusively subject to the law of the Federal Republic of Germany.
Rastede 2017
