Terms and Conditions
1. The sale and delivery shall take place ex-factory unless other arrangements are expressly agreed upon regarding the day of delivery as well as the indicated valid sale prices and price lists. Prices include delivery within Germany and are inclusive of VAT. Packaging shall be calculated at cost unless otherwise agreed.
2. Unless different terms of payment are confirmed by us in writing, invoices are payable within 30 days of the invoice date with no variations to discount payments. Payments made within 10 days of the invoice date are subject to a discount of 2% of the payment amount. No discount shall be granted for invoice amounts below €25.00. Where the payment period is not adhered to, the supplier shall be allowed to charge valid interest and reminder administration costs. The interest rate shall be calculated based on §288 BGB i. V. m. §247 BGB. We reserve the right to claim further damages caused by any default. A handling charge of at least €5.00 shall be applicable for the processing of any invoice amount below €25.00.
3. Indicated delivery times refer to the calendar week of despatch. These are non-binding unless expressly stated as obligatory. The supplier however undertakes to keep to the indicated delivery times where possible. In instances of force majeure as well as delays caused by sub-contractors to the supplier which are not attributable to the supplier, the supplier may extend obligatory designated delivery times, until such time as obstacles to delivery which are not attributable to the supplier are removed or until the contract is terminated completely or in part. Partial deliveries are permissible.
4. The condition of an item is defined as an “agreed upon condition” only if this is expressly stated in our order terms. The same shall apply to any special work standards of the party placing the order. Where the condition is not expressly agreed upon, the condition shall be defined as ready for usual use. Condition and durability warranties shall only apply when expressly agreed.
5. The party placing the order is required to communicate any obvious defect to us in writing immediately upon receipt of the goods. Where no notice of defects is received in written form within eight days of receipt of the goods, these shall be considered to have been accepted without reservations. Defects which were not discovered through careful examination within this period must be immediately reported in writing with a full explanation. Upon receipt of a report from the party placing the order that our delivery is unsatisfactory, we are entitled to require that the products subject to the complaint are returned to us for repair and consequent re-despatch. If the defect cannot be rectified or upon the failure of two instances of repair, the party placing the order may request within the prescribed period, with justification, either to reduce the remuneration or to withdraw from the contract. This request must be received in written form within four weeks of the party placing the order being made aware that the defect cannot be rectified. Otherwise further requests against us will be invalidated. Any claim for damages including requests for coverage of costs against us, our representatives or service providers, either on a legal basis or any other such kind, in particular for liability for performance of the contract, or for delay, as a result of a breach of duty or defective performance, shall be inadmissible, insofar as there is no deliberate or gross negligence or damages from personal injury or death. The warranty limitation period for defects shall be one year.
6. Upon fulfilment of all demands (including all balance demands against the current account) to which the ordering party is entitled against us now or in the future, the following collateral is granted to us, which we will release on demand by our choice, as far as its value does not exceed 20% of all demands. The goods shall remain our property. Any processing or repair shall always be performed by ourselves, as the manufacturer, at no obligation to us. If our (co-)ownership by association expires, it is hereby agreed that the (co-)ownership of the ordering party of the complete order shall be turned over to them on the basis of proportional value (invoice amount). The ordering party shall retain our (co-)ownership free of charge. Goods to which (co-) ownership is applicable shall be designated as reserve goods in the following manner. The ordering party shall be entitled to process and sell the reserve goods in the normal course of business, as long as it is not in delay. Engagements or security transfers shall be inadmissible. The ordering party shall surrender demands arising from resale or any other legal basis (insurance, bad action) concerning the reserve goods already safeguarded in their entirety to us to the extent to which our invoices sent to the ordering party were not paid. We irrevocably authorise the ordering party to transfer those surrendered demands to their own name. This collection authorisation may only be recalled if the buyer does not cover his liabilities. The ordering party must refer to the reserve goods as our property during access by third parties and inform us immediately. Where any behaviour by the ordering party is contrary to the terms of the agreement – in particular delay in payments – we are entitled to retrieve the reserve goods or to transfer edition and financial claims via a third party and to validate our claims against these. No cancellation of the contract is permissible due to our retrieval or seizure of the reserve goods.
7. Insofar as is legally permissible, Freiburg im Breisgau shall be the exclusive area of jurisdiction for all disputes arising from this contract, either directly or indirectly. Where any clause in these trading conditions or a clause in the context of other agreements is or becomes ineffective, the effectiveness of other clauses or agreements shall not be affected.
Version: Juni 2012