§1 Offer and Conclusion of Contract
The order signed by the customer constitutes a binding offer. We may accept this offer within two weeks by sending an order confirmation or by dispatching the ordered goods within this period.
§2 Documents Provided
We reserve the right of ownership and copyright to all documents provided to the customer in connection with the placing of the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we grant the customer our express written consent. Insofar as we do not accept the customer’s offer within the period stipulated in §1, these documents must be returned to us without undue delay.
§3 Prices and Payment
1. Payment of the purchase price must be made exclusively to the account stated on the invoice. The deduction of a cash discount is permitted only by special written agreement. 2. Unless otherwise agreed, the purchase price is to be paid within 7 days of the invoice date. Default interest is charged at a rate of 5 % above the applicable base interest rate per annum. We reserve the right to assert a higher loss caused by default. In the event that we assert a higher loss caused by default, the customer has the option of proving to us that the loss caused by default asserted has not occurred at all or is at least of a substantially lower amount.
§4 Set-off and Rights of Retention
The customer is entitled to a right of set-off only if his counterclaims have been legally established or are undisputed. The customer is authorised to exercise a right of retention only insofar as his counterclaim is based on the same contractual relationship.
§5 Delivery Time
1. The commencement of the delivery time stated by us presupposes the timely and proper fulfilment of the customer’s obligations. We reserve the defence of non-performance of the contract. 2. If the customer is in default of acceptance or culpably breaches other duties to cooperate, we are entitled to demand compensation for the loss incurred by us as a result, including any additional expenses. We reserve the right to assert further claims. The customer for his part reserves the right to prove that no loss at all, or a substantially lower loss than the amount claimed, has been incurred. The risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which he is in default of acceptance or in default as a debtor. 3. We are not liable in the case of a delay in delivery not brought about by us intentionally or through gross negligence. 4. Further statutory claims and rights of the customer on account of a delay in delivery remain unaffected.
§6 Retention of Title
1. We retain title to the delivered item until full payment of all claims arising from the delivery contract.
2. As long as ownership has not yet passed to him, the customer is obliged to treat the purchased item with care. In particular, he is obliged to insure it adequately at his own expense at replacement value against theft, fire and water damage. If maintenance and inspection work has to be carried out, the customer must perform this in good time at his own expense. As long as ownership has not yet passed, the customer must notify us in writing without undue delay if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to §771 ZPO (German Code of Civil Procedure), the customer is liable for the loss incurred by us.
3. The processing and treatment or transformation of the purchased item by the customer is always carried out in the name of and on behalf of us. In this case, the customer’s expectant right to the purchased item continues in the transformed item. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the proportion of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of commingling. If the commingling takes place in such a way that the customer’s item is to be regarded as the main item, it is deemed agreed that the customer transfers co-ownership to us on a pro rata basis and holds the sole ownership or co-ownership thus created in safekeeping for us. To secure our claims against the customer, the customer also assigns to us such claims as accrue to him against a third party from the combination of the goods subject to retention of title with a piece of real property; we hereby accept this assignment. 4. We undertake to release the securities to which we are entitled at the customer’s request insofar as their value exceeds the claims to be secured by more than 20 %.
§7 Warranty and Notice of Defects
1. Obvious defects must be reported by the buyer to us in writing within 14 days of delivery of the object of the contract.
2. The customer initially has the choice of whether the subsequent performance is to be effected by rectification or by replacement delivery. However, we are entitled to refuse the type of subsequent performance chosen by the customer if it is possible only at disproportionate cost and the other type of subsequent performance remains without significant disadvantages for the customer. During the subsequent performance, a reduction of the purchase price or withdrawal from the contract by the customer is excluded. A rectification is deemed to have failed upon the unsuccessful second attempt, unless something different results in particular from the nature of the item or of the defect or from the other circumstances. If the subsequent performance has failed or if we have refused the subsequent performance in its entirety, the customer may, at his choice, demand a reduction of the purchase price (abatement) or declare withdrawal from the contract.
3. The customer may assert claims for damages on account of the defect, under the conditions set out below, only once the subsequent performance has failed or we have refused the subsequent performance. The customer’s right to assert further-reaching claims for damages under the conditions set out below remains unaffected thereby.
4. Notwithstanding the foregoing provisions and the following limitations of liability, we are liable without limitation for damage to life, body and health resulting from a negligent or intentional breach of duty on the part of our legal representatives or our vicarious agents, as well as for damage covered by liability under the Product Liability Act, and for all damage based on intentional or grossly negligent breaches of contract as well as on malice on the part of our legal representatives or our vicarious agents. Insofar as we have given a guarantee of quality and/or durability in respect of the goods or parts thereof, we are also liable within the framework of this guarantee. However, for damage that is based on the absence of the guaranteed quality or durability but does not occur directly on the goods, we are liable only if the risk of such damage is evidently covered by the guarantee of quality and durability.
5. We are also liable for damage caused by simple negligence insofar as such negligence concerns the breach of such contractual obligations the observance of which is of particular importance for the achievement of the purpose of the contract (cardinal obligations). However, we are liable only insofar as the damage is typically associated with the contract and foreseeable. In other respects, we are not liable for simple negligent breaches of ancillary obligations not essential to the contract. The limitations of liability contained in sentences 1 to 3 also apply insofar as the liability of the legal representatives, senior employees and other vicarious agents is concerned.
6. Any further liability is excluded irrespective of the legal nature of the asserted claim. Insofar as our liability is excluded or limited, this also applies to the personal liability of our salaried employees, workers, staff members, representatives and vicarious agents.
7. The warranty period is 2 years, calculated from the passing of risk (for used items, one year, calculated from the passing of risk). This period also applies to claims for compensation for consequential damage caused by a defect, insofar as no claims in tort are asserted. §8 Miscellaneous 1. This contract and the entire legal relationship between the parties are governed by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). 2. Should individual provisions of this contract be or become invalid or contain a gap, the remaining provisions remain unaffected thereby.