General Terms and conditions (AGB)
- 1.1 The following conditions apply exclusively. Should you wish to take contrary or deviating conditions as a basis, we shall not recognise these unless we have expressly agreed to their validity in writing.
- 1.2 All agreements made between us for the purpose of executing this contract shall be set out in writing in this contract.
- 1.3 These terms and conditions shall also apply to all future transactions with your company.
2. Applicable law and jurisdiction
- 2.1 This contract and all subsequent contracts with your company shall be governed by the laws of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- 2.2 The place of jurisdiction for all legal disputes arising from the contract, including actions on bills of exchange and cheques, shall be the Regional Court 76532 Baden-Baden, Germany.
3. Payment and Minimum Order Value
- 3.1 Our invoices are due for payment within the agreed dates and periods.
- 3.2 If you are in delay of payment, we will charge the legal interest according to § 288 Abs. 1 BGB in the amount of 5% points above the base rate.
- 3.3 You shall only be entitled to set-off rights if your counterclaims have been legally established, are undisputed or acknowledged by us.
- 3.4 You are only authorised to exercise a right of retention if a counterclaim is based on the same contractual relationship.
- 3.5 Our minimum order value is 150.00 €.
- 4.1 You are obliged to protect our business and trade secrets. This shall also extend to the time after termination of the cooperation. You have to ensure that your employees also keep our business and trade secrets.
5. Warranty and Limitation of Liability
- 5.1 The keeping of your warranty rights presupposes that you check the delivery items upon receipt and inform us in writing of defects immediately, at the latest 2 weeks after receipt. Hidden defects must be reported to us in writing immediately after their discovery.
- 5.2 If the delivery items are defective, we shall be entitled, at our discretion, to repair or replace them free of charge.
If the rectification or replacement delivery fails or if it is not possible for us within a reasonable period of time, you may, at your option, demand a reduction in the remuneration or cancellation of the relevant purchase contract.
Further claims – for whatever legal reasons – are excluded, unless otherwise stated below. We shall therefore not be liable for damage which has not occurred to the delivery item itself; in particular, we shall not be liable for lost profits or other financial losses of the customer.
This exemption from liability shall not apply if the cause of the damage is based on intent or gross negligence. Furthermore, it shall not apply if the delivery item lacks a warranted quality and you claim damages for non-performance in accordance with §§463, 480 para. 2 BGB (German Civil Code).
- 5.3 If we breach an essential contractual obligation negligently, our liability for damages to property or persons shall be limited to the sum insured under our product liability insurance. Upon request, we are prepared to provide insight into our policy.
- 5.4 The warranty period shall be six months, calculated from the transfer of risk. This period is a period of limitation and also applies to claims for compensation for consequential harm caused by a defect, insofar as no claims are asserted in tort.
- 6.1 Any liability for damages beyond that provided for in 5.2 to 5.4 shall be excluded, irrespective of the legal nature of the claim asserted.
- 6.2 This exclusion does not apply to claims according to §1,4 German Product Liability Act (ProdHaftG). The same shall apply in the event of initial incapacity or represented impossibility.
- 6.3 To the extent that our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.
7. Title Retention
- 7.1 We retain title to the delivery item until receipt of all payments under the delivery contract. Should you behave contrary to the terms of the contract, in particular in the event of default in payment, we shall be entitled to take back the delivery item. Our taking back or seizure of the goods delivered subject to reservation of title shall always constitute withdrawal from the contract. After taking back the delivery item, we shall be entitled to sell it. The proceeds from the sale, less reasonable costs of sale, shall be set off against your liabilities existing at that time.
- 7.2 You are only permitted to sell the delivery items subject to retention of title within the framework of proper business transactions. As long as our reservation of title exists, you shall not be entitled to pledge the delivery item, to assign it as security or to make any other dispositions endangering our title. You hereby assign to us any claims arising from the resale. We hereby accept this assignment. You remain authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this.
- 7.3 You are obliged to treat the object of sale with care; in particular, you are obliged to insure it sufficiently at its replacement value against fire, water and theft at your own expense. If maintenance and inspection work is necessary, you must carry this out in good time at your own expense.
- 7.4 In the event of distraints or other interventions by third parties, you must notify us immediately in writing so that we can take the necessary steps to secure our claims. If the third party should not be in a position to reimburse us for the judicial or extrajudicial costs incurred in this respect, you shall be liable for the loss incurred by us.
8. Written form and salvatory clause
- 8.1 Changes and additions to this contract must be made in writing.
- 8.2 If a provision of this contract is invalid, the validity of the remaining provisions shall remain unaffected. The same shall apply if there is a gap in the contract.