General business conditions
1. General:
1.1 Deviations from these sales conditions – especially the validity of purchasing regulations of the purchaser – require our express written approval.
1.2 Our quotations are subject to change without notice. Orders are binding for us only insofar as we confirm them or fulfil them by sending the goods. Oral subsidiary agreements require written confirmation.
2. Default:
2.1 As long as the purchaser is in arrears with an account payable, our delivery obligation is suspended.
2.2 In the case of culpably exceeding an agreed delivery date, delivery delay is the case only after setting an appropriate extension of the delivery date.
2.3 Our liability for damages in the case of default is limited to the invoice value of the relevant delivery object.
3. Pricing:
3.1 In the absence of deviating agreements, our deliveries are understood ex works, without packaging.
3.2 The prices valid on the day of delivery always apply for the invoice. If these are higher than at conclusion of the contract, the customer is entitled to withdraw from the contract with regard to the not yet accepted quantities within 14 days after notification of the price increase.
3.3 The prices are understood without value added tax.
4. Act of God:
Cases of Act of God – circumstances and occurrences which cannot be prevented with the care of orderly business management are considered to be these – the contractual obligations of the parties are suspended for the duration of the disturbance and in the extent of its effect. If the resulting delays exceed the period of six weeks, then both contract partners are entitled to withdraw from the contract with regard to the extent of performance concerned. Other claims do not exist.
5. Payment:
5.1 Our invoices are due thirty days after date of invoice and are payable purely net cash.
5.2 Discounting of bills requires our agreement: the expenses and costs involved as well as the risk for presentation and protesting on time are fully to the account of the purchaser.
5.3 If the payment period is exceeded, interest amounting to the normal bank debt interest, at least 3% above the relevant federal bank discount rate, will be invoiced under reservation of the assertion of further claims.
5.4 In the case of delay in payment and justified doubts about the ability to pay or credit worthiness of the purchaser we – without prejudice to our other rights – are authorized to require securities or advance payments for outstanding deliveries and to immediately set as due all claims from the business connection.
5.5 Only undisputed or legally enforceable claims entitle the purchaser to offset or retention.
6. Dispatch:
6.1 We will endeavour to take account of the interests of the purchaser with regard to type of dispatch and dispatch route. Extra costs caused by this – also in the case of agreed fright-paid delivery – are at the expense of the purchaser.
7. Warranty:
7.1 All statements, especially regarding suitability, processing and use of our products as well as our technical advice and other statements are made to the best of our knowledge, but do not free the purchaser from its own tests and trials.
7.2 The purchaser has to examine the delivered goods without delay – insofar as reasonable also by sample processing – for defects regarding condition and purpose of use and to make complaint concerning determinable defects, otherwise the goods are considered to be approved.
7.3 Complaints are considered only if they are made in writing with enclosure of documents within eight days after receipt of the goods – in the case of hidden defects after their discovery, but at the latest six months after receipt of the goods.
7.4 Goods that are the subject of complaint may be returned only with our express agreement.
7.5 An assurance of properties is binding for us only to the extent that it has been made expressly in writing.
8. Compensation for damage:
Our obligation for payment of compensation for damage, irrespective from which legal reason, is limited to the invoice value of the quantity of goods participating directly in the event causing the damage. This does not apply to the extent that we are liable according to compelling legal regulations because of intent or gross negligence or because of demonstrably bindingly assured properties or according to compelling regulations of the product liability law.
9. Retention of title:
9.1 Up to the complete payment of our claims from the business connection with the purchaser the sold goods remain in our sole ownership. The purchaser is authorized up to cancellation to dispose of the purchased goods in the ordinary course of business or to process them.
9.2 Retention of title and authorization to dispose of according to Section 9.1 extend also to the products arising due to processing, mixing or combining our goods to their full value, whereby we are considered as manufacturer. If in the case of processing, mixing or combining with goods of third parties their right of ownership exists, then we acquire co-ownership in proportion to the invoice values of these processed goods. To the extent that the protection rights of third parties actually or legally remain below this share, the difference increases in our favour.
9.3 The purchaser now already assigns to us as security in total or in the amount of our possible co-ownership share (cf. Section 9.2) the claims against third parties arising from the resale – in the case of a current account agreed with this party the relevant claims balance. It is entitled to collect this up to the cancellation or to the cessation of its payments to us. The purchaser is authorized only with our express written agreement to assign these claims – also only for the purpose of collecting claims in the course of factoring.
9.4 Access of third parties to the goods and claims belonging to us shall be notified to us immediately by the purchaser.
9.5 Exercising the retention of title does not mean withdrawal from the contract in the cases of default or of indebtedness of the purchaser.
9.6 The goods and the claims taking their place may neither be pledged to third parties nor transferred or assigned as security without our agreement before complete payment of our claims.
9.7 If the value of the securities exceeds our claims by more than 20%, then we will at the request of the purchaser release securities to an appropriate amount at our own discretion.
10. Place of performance and jurisdiction:
The place of performance for the delivery and payment of the goods is Augsburg. The law of the Federal Republic of Germany finds application to all sales contracts. If the purchaser is a fully qualified merchant, then the place of jurisdiction is Augsburg or at our discretion its general place of jurisdiction.