§ 1 Scope of application (!) These sale conditions solely apply to business companies. legal entities or special funds under public law accorning to §310 BGB. Opposing terms or conditions that differ from our sale conditions will only be acknowledged if we expressly agree to their appliance in written form.
(2) These sale conditions also apply to every future business with the customer, als far as this is about legal business of a similar sort (for the avoidance of doubt the sale conditions should in each and every case be added to the sales confirmation)
§ 4 Prices and payment (1) As far as nothing else is agreed in written form, our prices ex works excluding package and plus VAT apply in the valid amount. Package costs will be charged separately.
(2) Payment of the purchase price is to be made on the account named overleaf. Deduction of early payment discount is only permissible if agreed in separate written form.
(3) As far as nothing else is agreed upon, the purchase price is to be paid within 8 days after delivery. Default costs will be charged by 3% over each valid base rate p. a. (view enclosure 1). Assertion of further claims of default damages remains reserved.
(4) As far as no fixed price is agreed upon, appropriate price changes due to changing costs for wages, material, sales and distribution that occur 3 months later or more after conclusion of contract remain reserved.
§ 5 Netting and right to withhold. The customer has a right of netting, if his counterclaims are legally recognized or undoubted. The customer is only entitled to perform a right of withhold as far as his counterclaims are based on the same contractual relationship.
§ 6 Period of delivery (1) The beginning of the period of delivery indicated by us requires the punctual and correct performance of duty by the customer. Defense of nonfulfillment of the contract remais reserved.
(2) In case of default in acceptance or non-accidential violation of other duties to cooperate caused by the customer, we are authorised to do claim compensation for damages, including possible extra expenditure. Further claims remain reserved. As far as the above-mentioned premises are on hand, the customer will bear the risk of accidental loss or deterioration of the goods from the date on which he caused the default in acceptance or debtor' delay.
§ 7 Passing of a risk when delivering. If goods are sent to the customer at his desire, the risk of accidental loss or deterioration is passed to the customer. This applies, regardless of whether the shipment of the goods is carried out at the place of destination or who bears the freight costs.
§ 8 Reservation of Ownership (1) We reserve our ownershop of the delivered good until full payment of all claims indicated in the delivery contract. This also applies for all future deliveries, even if we do not always appeal to this. We are authorsed to take the goods back if the customer violates the contract.
(2) The customer is obliged to handle the delivered goods with care as long as the ownership has not yet been passed to him. He is in particular obliged to insure them sufficiently at the price of its value when new against theft, fire and water damage (hint only permissible if high value goods are sold). If maintenance or repairs have to be accomplished, the customer has to do this on time at his own costs. As long as the ownership has not yet been passed, the customer has to inform us immediately if the delivered object has been seized or in other ways exposed to interventions by third parties.
As far as the third party is not able to reimburse the court costs and costs for out-of-court settlement of a charge according to §771 ZPO, the customer will be liable for the loss he caused us.
The customer also remains authorised to collect the claim after the cession. This will have no effect on our right to collect the claim ourselves. We will, however, not collect the claim as long as the customer fulfills his payment duties out of the profits of a sale, if he is not in default and, in particular, no application for insolvency proceedings has been filed or no payment has been suspended.
(4) We commit ourselves to release the collateral that is due to us as far as their value amounts to more than 120% of the claims guaranteed.
§ 9 Warranty and notice of defects and also recourse/manufacturer's liability
(1) Warranty rights of the customer require that he has fulfilled his owed examination and notification duties according to § 377 HGB correctly.
(2) Claims due to deficiencies expire by limitation after 24 months afterthe delivery of the goods sent by us has taken place at the customer's.
(3) Should the delivered object show any defect that esisted already before the time of passage of risk in spite of all care that has been spent, we will make our choice between a repair and a delivery of a substitute. The opportunity for supplementary performance has always to be accorded us within an appropriate term. This has, without any constraint, no effect on liability claims by the above-mentioned regulation.
(4) If subsequent performance fails, the customer can cancel the purchase or reduce payment regardless of any damage claims.
(5) Insignificant variances to the agreed quality of the goods, insignificant encroachments of utility, natural wastage or attrition as well as damages that occur after passing of risk, due to incorrect or negliigent handling, excessive stress or due to special outer influence that are not preconditioned according to the contract do not cause any damage claims. If the customer or a third party carries out any corrective maintenance work or changes in an inappropriate way, no damage claims do exist for those and the arising consequences either.
(6) Customer's claims because of the epenses for the subsequent performance, especially transport, reloading, labour and material costs, are excluded, as far as the expenses increase because the goods delivered by us are later brought to a different place than the customer's branch, if the transfer does not correspond to their use as intended.
(7) A customer's right of recourse against us exists only as far as the customer has not made up any stipulations with his subpurchaser that go beyond the legal binding damage claims. Sentence 6 furhtermore applies accordingly for the amount of the customer's right of recourse against the deliverer.
§ 10 Other matters
(1) This contract and the entire amount of legal relationships are governed by the Right of the Federal Republic of Germany, UN Purchase Rights excluded.
(2) Place of performance and exclusive place of jurisdiction for all conflicts out of this contract is our place of business as far as nothing different arises out of the contract note.
(3) Should any clauses of this contract be or become void or leave any shortcoming, this has no influence on the validity of the other regulations. The parties are obligesd to agree upon a legally valid regulation instead of the void one, that comes nearest to its economical purpose and/or fills this gap.