Terms and Conditions
§1 Validity of the conditions:
a) The seller's deliveries, services, and offers are made exclusively on the basis of these terms and conditions. These terms and conditions therefore also apply to all future business relationships, even if they are not expressly agreed upon again. These terms and conditions are deemed accepted at the latest upon receipt of the goods or services. Any conflicting terms and conditions of the buyer are hereby rejected.
b) All agreements made between the seller and the buyer for the purpose of executing this contract must be set down in writing in this contract.
§2 Offer and conclusion of contract:
a) The seller's offers are subject to change and non-binding. Acceptance declarations and all orders require written or electronic confirmation from the seller to be legally valid.
b) Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.
§3 Prices:
Unless otherwise stated, the seller is bound by the prices contained in their offers for 30 days from the date thereof. The prices stated in the seller's order confirmation, plus the applicable statutory value-added tax, are definitive. Additional deliveries and services will be invoiced separately.
§4 Delivery and performance time:
a) Delivery dates or deadlines, which may be agreed upon as binding or non-binding, must be in writing.
b) The seller shall not be liable for delays in delivery or performance due to force majeure or events that make delivery significantly more difficult or impossible for the seller – including, in particular, strikes, lockouts, official orders, etc., even if they occur at the seller's suppliers or their sub-suppliers – even if binding deadlines and dates have been agreed.
c) If the impediment lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the unfulfilled part. If the delivery time is extended or the seller is released from their obligation, the buyer cannot derive any claims for damages from this. The seller can only invoke the aforementioned circumstances if they notify the buyer without undue delay.
d) The seller's compliance with delivery and performance obligations is contingent upon the buyer's timely and proper fulfillment of its obligations.
e) If the buyer defaults on acceptance, the seller is entitled to claim compensation for the damage incurred; upon the occurrence of default on acceptance, the risk of accidental deterioration and accidental loss passes to the buyer.
§5 Transfer of Risk:
The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the seller's warehouse for shipment. If shipment becomes impossible through no fault of the seller, the risk passes to the buyer upon notification of readiness for shipment.
§6 Warranty:
a) The seller warrants that the products are free from manufacturing and material defects; the warranty period is 24 months for mechanical parts of the products and for electronic parts, and 12 months for repairs (excluding wear parts), and begins on the date of delivery.
b) If the seller's operating or maintenance instructions are not followed, modifications are made to the products, parts are replaced, or consumables are used that do not conform to the original specifications, all warranties are void unless the buyer refutes a corresponding substantiated claim that one of these circumstances caused the defect.
c) The buyer must notify the seller's customer service department of any defects in writing immediately, but no later than one week after receipt of the delivered item. Defects that cannot be discovered even with careful inspection within this period must be reported to the seller in writing immediately upon discovery.
d) If the buyer notifies the seller that the products do not conform to the warranty, the seller may, at its option and at the buyer's expense, require that
- The defective part or device is sent to the seller for repair and subsequent return.
- The buyer provides the defective part or device and a service technician from the seller is sent to the buyer to carry out the repair.
- If the buyer requests that warranty work be carried out at a location specified by him, the seller may comply with this request, whereby parts covered by the warranty will not be charged, while labor and travel expenses will be payable at the seller's standard rates.
- Warranty claims against the seller are only available to the direct buyer and are not assignable.
§7 Retention of title:
a) Until all claims (including all outstanding balances from current accounts) to which the seller is entitled against the buyer now or in the future for any legal reason are satisfied, the seller shall be granted the following securities, which he will release at his discretion upon request, insofar as their value sustainably exceeds the claims by more than 20%.
b) The goods remain the property of the seller. Processing or transformation is always carried out for the seller as manufacturer, but without any obligation on the seller's part. If the seller's (co-)ownership is extinguished by combination, it is hereby agreed that the buyer's (co-)ownership of the resulting item is transferred to the seller in proportion to its value (invoice value). The buyer shall hold the seller's (co-)ownership in trust free of charge. Goods to which the seller has (co-)ownership are hereinafter referred to as reserved goods.
c) The buyer is entitled to process and resell the goods subject to retention of title in the ordinary course of business, provided that the buyer is not in default. Pledging or assigning the goods as security is prohibited. The buyer hereby assigns to the seller, as security, all claims arising from the resale or any other legal basis (insurance, tort) relating to the goods subject to retention of title (including all balance claims from current accounts). The seller revocably authorizes the buyer to collect the assigned claims on the seller's behalf and in the buyer's own name. This authorization to collect may only be revoked if the buyer fails to meet its payment obligations.
d) In the event of third-party access to the goods subject to retention of title, in particular attachments, the buyer shall point out the seller's ownership and notify the seller immediately.
e) In the event of breach of contract by the buyer – in particular default of payment – the seller is entitled to take back the goods subject to retention of title or, if necessary, to demand assignment of the buyer's claims for surrender against third parties. The seller's repossession or seizure of the goods subject to retention of title does not constitute a withdrawal from the contract.
§8 Payment:
a) Unless otherwise agreed, the seller's invoices are payable without deduction 30 days after the invoice date. The seller is entitled, notwithstanding any contrary provisions of the buyer, to apply payments first to the buyer's older debts and will inform the buyer of the manner in which the payment was applied. If costs and interest have already been incurred, the seller is entitled to apply the payment first to the costs, then to the interest, and finally to the principal.
b) A payment is only considered to have been made when the seller has access to the amount. In the case of checks, payment is only considered complete when the check is cashed.
c) If the buyer defaults on payment, the seller is entitled to demand interest at a rate of 2% above the base interest rate as liquidated damages from the relevant date. They are to be set lower if the buyer proves a lower burden; proof of a higher damage by the seller is permissible.
§9 Design changes:
The seller reserves the right to make design changes at any time. However, he is not obliged to make such changes to products that have already been delivered.
§10 Confidentiality:
Unless expressly agreed otherwise in writing, information provided to the seller in connection with orders shall not be considered confidential.
§11 Limitation of Liability:
Claims for damages arising from positive breach of contract, from fault in the conclusion of the contract and from tort are excluded against both the seller and his vicarious agents, unless there is intentional or grossly negligent conduct. This also applies to claims for damages due to non-performance, but only insofar as compensation is sought for indirect or consequential damages, unless the liability is based on a warranty intended to protect the buyer against the risk of such damages. Any liability is limited to the damage foreseeable at the time of conclusion of the contract. In any case, the seller's liability under the Product Liability Act and other claims arising from product liability remain unaffected.
§12 Applicable law, jurisdiction, partial invalidity:
a) These terms and conditions and all legal relations between the seller and the buyer are governed by the laws of the Federal Republic of Germany.
b) If the buyer is a merchant as defined by the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, Aachen shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
c) Should any provision of these terms and conditions or any provision of other agreements be or become invalid, the validity of all other provisions or agreements shall remain unaffected.