General Terms
General terms of business
All current and future agreements, offers, and orders with entrepreneurs are based on the following general terms and conditions. Differing, opposing of supplemental general terms of business of the client will not be incorporated into the agreement, even when known, unless with the explicit written consent to their validity. Otherwise, our general terms of business apply exclusively.
Paragraph 1
Offers and entering into an agreement
(1) Our offers are not binding (in the sense that revocation of the offer is possible until its acceptance), unless explicitly agreed differently.
The right to reasonable technical changes and changes in shape, color, and/or weight is reserved. We are authorized to supply customary excess and short deliveries of up to 10 percent. Furthermore, excess and short deliveries by sub suppliers, admissible pursuant to their respective general terms of business, authorize our excess or short deliveries to the same scope. The execution of this order is conducted within the framework of the technically required material and procedural tolerances. We reserve the right to deviations in the quality of the materials pursuant to the supply conditions of the sub supplier.
(2) Our offers expire 45 days from the date of the offer. With the subsequent ordering of the product, the person placing the order bindingly accepts our offer.
(3) The agreement is entered with the provision of the correct and timely delivery to us by our agreement partners, various agents, and suppliers. The purchaser will be notified immediately of the unavailability of the service. In as far as, the non-delivery is not our responsibility, in particular when entering a congruent covering transaction with our supplier, we will be relieved of our service obligations, and in as far as, they are hindered or delayed.
(4) We are not obligated by data provided in offers and/or order confirmations based on an obvious error, namely spelling and calculation errors. Rather, the obviously intended statement applies.
(5) The offer documents, drawings, specifications, samples and cost estimates may not be passed on, published, copied, or made accessible to a third party in any manner without our approval. Upon request, the documents must be returned without withholding any copies.
Paragraph 2
Delivery and delivery deadlines
(1) The delivery deadlines agreed to are approximate. Agreement on fixed dates requires our explicit written confirmation for effectiveness.
(2) Delivery times agreed begin at the earliest with the date of the order confirmation. However, the delivery period will first start when all documents and other submissions required for the execution of the order are available to us. As long as the purchaser is in arrears with a (pre-) service obligation, our delivery commitment rests. With negligent exceeding of the agreed delivery time-line, delay in delivery applies only after lapse of an appropriate grace period.
(3) Cases of force majeure - as such are considered circumstances and events unpreventable with the diligence of proper management - suspend the contractual obligations of the parties for the duration of the interference, and to the scope of their effect. In the event resulting delays exceed the period of ten weeks, both contractual parties are entitled to withdraw from the agreement in terms of the scope of services affected. No additional claims exist.
Paragraph 3
Prices, payment conditions
(1) All prices are fixed prices and include legally required value-added tax. In the absence of a diverging agreement, our deliveries are considered factory finished, without packaging, transportation insurance, freight, and installation. They are based on the wages and material costs, and/or manufacturing costs applicable at the time of entering into the agreement, plus the sales tax fees. In the event of changes in the calculation bases due to higher wages and material costs, and/or manufacturing costs, sales tax fees, or due to other circumstances after entering the agreement, in particular calculation changes for technical reasons, we are authorized to change the price in reasonable relation to the change in the basis of calculation. Optionally, we are authorized to withdraw from the agreement. This also applies to sales or callable orders, unless something else was explicitly agreed on at the time of entering into the agreement.
(2) With orders of an invoice value of EUR 7,500.00 (net value), the purchaser must pay 50 percent of the invoice total at the time of order placement, an additional 40 percent after delivery, and the remaining 10 percent after putting into operation, training, and hand-off, however, no later than 30 days after delivery. in other cases, the purchaser must pay the entire invoice total immediately following delivery, installation, putting into operation, training and hand-off (each in as far as required), however, no later than 30 days after delivery.
(3) With late payment and reasonable doubt of the solvency and credit standing of the purchaser, we are authorized - notwithstanding our other rights - to demand securities or advance payments for forthcoming deliveries. In addition, to ship the product COD, even when other payment conditions are agreed on, and to demand all rights from this business relationship fall due immediately. Only undisputed or non-appealable demands entitle the purchaser to short payment or retention. The purchaser may only exercise the right of retention, if his counter claim is based on the identical agreement relation.
Paragraph 4
Place of delivery, shipping, bearing of risk, passing of risk.
(1) Place of delivery is our place of business.
(2) In as far as the product will be shipped to a place other than the place of delivery by request of the purchaser; he will be invoiced separately for the costs of packaging and transportation. the danger of accidental loss and the accidental deterioration of the product is transferred to the shipping agent, the carrier, or the other person or facility selected for the execution of the shipping with the transfer of the product, even if this is the own personnel. It is identical with transfer when the purchaser is late with acceptance.
Paragraph 5
Duties of the purchaser, training sessions, approvals
(1) in as far as systems, productions or other works and constructions must be manufactured based on the plan standards of the purchaser, he must present correct, proper and full scope plan details prior to the start of the delivery timelines, and discuss with us required changes. If our order consists of further processing of parts, structures, or materials, the purchaser is obligated to test the standards for defect and fault-free quality prior to start of our work. This applies in particular also for partial work on an entire object, in order to avoid any damage to or defectiveness of the final product.
(2) The purchaser has to adhere strictly to our instructions as part of the training sessions, and provide the respective information to the appropriate operating personnel.
(3) In the event of damages due to the violation of this obligation, the purchaser will assume full liability for the damaged. If a third party claims damages due to such damage, the purchaser will release us from all liability.
(4) All authorizations required for the execution of the agreement must be obtained by the purchaser.
Paragraph 6
Warranty
(1) Initially, we will guarantee defects of the product by optional repair or replacement delivery. In case the subsequent fulfillment fails, the purchaser principally may demand the optional reduction of the compensation (reduction), or cancellation of the agreement (cancellation). However, with a minor non-conformity with the agreement, in particular only minor defects, or variations, the purchaser is not entitled to the right of termination.
(2) The purchaser must notify us of obvious defects in writing within a two-week period starting with receipt of the product. Otherwise, the assertion of the warranty claim is excluded. The purchaser is responsible for the full burden of proof for all claim prerequisites, in particular the defect itself, the time of determination of the defect, and the timeliness of the notification of defects. In the event the purchaser opts for withdrawal from the agreement due to a legal or material defect after failed subsequent fulfillment, he will not be entitled to additional claims for damages due to the defect. In the event the purchaser opts for compensation for damages after failed subsequent fulfillment, the product will remain with the purchaser, if reasonable. Compensation for damages is limited to the difference between purchase price and value of the defective object, unless the violation of the agreement was caused fraudulently.
(3) The warranty period applies for one year from the date of delivery of the product. Principally, only the statement provided by us determines the quality of the product, and, if applicable, the product specifications of the manufacturer as agreed. Public statements, mentioning, or advertisements by the manufacturer do not represent additional quality statements relating to the product pursuant to the agreement. We will not provide the purchaser with warranties in the legal sense. The risk of procurement is excluded. The one-year warranty period also applies for connections of our product/systems with facilities of the purchaser.
(4) in as far as legally admissible, our obligation for providing compensation for damages, for whatever legal reason, is limited to the invoice value of our immediate product quantity involved in the event leading to the damage. We are not liable for mildly negligent violation of unessential contractual obligations.
(5) Non-essential, reasonably expected deviations in measurements and executions - in particular in case of subsequent fulfillments - do not entitle to complaints, unless the absolute observance was explicitly agreed. Technical improvements and required technical changes are also considered as agreed; in as far as, they do not represent any deterioration in the merchantability.
(6) if operating or maintenance instructions are neglected, products altered, parts exchanged or consumer materials are used, any warranty is voided, unless the purchaser refutes a respective substantiated claim that one of these circumstances led to this defect.
(7) A warranty for normal wear and tear is excluded.
Paragraph 7
Reservation of ownership
(1) We reserve ownership of the product until full compensation for all claims (including secondary claims and claims for damages) from the current business relation with the purchaser. Payment by check does not terminate the reservation of ownership until the irrevocable determination.
(2) The purchaser is obligated to notify us immediately of access to the product, for example in case of seizure, and possible damages or the destruction of the product. The purchaser will notify us immediately of change in ownership of the product and a change in his residence. In case of seizures and requisitions or other orders by third parties, the purchaser must notify us immediately. we must be notified immediately in writing including all data we require for a counter claim pursuant to paragraph 771 CPO: in the event we suffer losses because a third party is unable to pay the costs for a court-ordered or out-of-court settled claim due to us pursuant to paragraph 771 CPO, the purchaser will be liable. Without our prior consent, the purchaser may not pawn the product delivered, or transfer ownership as a security.
(3) We are entitled to withdraw from the agreement and demand back the product in case of behavior by the purchaser in violation of the agreement, in particular in case of late payment or violation of an obligation pursuant to numbers 2 and 4 of this provision of this agreement.
(4) The purchaser is entitled to sell the product within the orderly conduct of business. However, he already now transfers to us all claims against his clients or third parties in the amount of the invoice total (including sales tax) arising from the sale, dependent on whether the product was sold without or after processing. this advance transfer also concerns possible surrogates of the purchase price claims of the subsequent sale (for example, claims for compensation for the simple ownership reservation, separate replacement settlement rights, separation of settlement rights, etc.).
The purchaser hereby is authorized to collection of this claim against clients or third parties. Our entitlement to collect this claim ourselves remains unaffected. However, we oblige not to collect this claim ourselves as long as the purchaser properly meets his payment obligations, and is not in array. However, if this is the case, we can demand that the purchaser notifies us of the transferred claims and the respective debtors, provides all data required for the collection, hands over the respective documents, and notifies the clients or third parties. Furthermore, the collection entitlement of the purchaser expires in this case.
(5) Processing or transformation of the product by the purchaser always is executed for us. In the event the product is processed or transformed with objects not belonging to us, we acquire co-ownership in the new product in proportion of the value of the product delivered by us to the other processed objects, at the time of processing or transformation. Otherwise, the same applies for the object created by processing or transformation as for the reservation product (concerning the legal consequences of the simple, expanded, and extended ownership reservation). The corresponding applies for cases in connection with mobile objects pursuant to paragraph 947 BGB (German Civil Code), and the mingling, pursuant to paragraph 948 BGB. these processing clauses also compensate for the legal consequences pursuant to paragraphs 947 section 2 BGB, 948 i.c.w. 947 section 2 BGB and § 950 section 1 sentence 1 BGB.
(6) The purchaser must insure the reservation product sufficiently, in particular against fire and theft.
Paragraph 8
Applicable law, place of jurisdiction, partial voidness, other general terms of business
(1) For these terms of business and all resulting legal relations between the purchaser, and us the laws of the Federal Republic of Germany apply exclusively, regardless of the company seat of the purchaser. This agreement is subject to the ununified German law, namely the BGB/HGB (German Civil Code/Commercial Code). The regulations of the CISG (UN Trade Law) (for example articles 25 to 77 CISG) are not applicable.
(2) As far as bindingly agreed, the place of jurisdiction is Stuttgart.
(3) The invalidity of one of the clauses does not affect the conditions of the remaining regulations. In these cases, one of the listed effective regulations, most closely economically, will apply. Alternatively, the regulations of the BGB are applicable.
(4) This agreement is governed exclusively by our terms of business. Other conditions will not become part of this agreement, even if we do not object to them explicitly.
(Status: 8/2009)