1. ORDER AND ORDER ACCEPTANCE (1) Our offers are non-binding and non-binding, unless otherwise expressly agreed. Technical changes and changes in shape, color and / or weight are reserved within reasonable limits. We may carry out commercial over- or under-deliveries up to 10%. In addition, excess or short deliveries from upstream suppliers, which are permissible under their terms and conditions, entitle us to excess or short deliveries to the same extent. The execution of the order is within the scope of the technically necessary materials and procedural tolerances. We reserve the right to deviate from the nature of the materials according to the delivery conditions of the subcontractors. (2) By ordering the goods, the customer bindingly declares that he wishes to purchase the ordered goods. We are entitled to accept the contract offer in the order within 2 weeks after receipt. The acceptance can be declared either in writing or by delivering the goods to the customer. All orders placed by the customer directly or via sales representatives require acceptance, unless it is a cash transaction. (3) The contract is concluded subject to the correct and timely delivery by our suppliers. The customer is informed immediately about the unavailability of the service. If the non-delivery is not our responsibility, in particular when concluding a congruent hedging transaction with our supplier, we shall be released from our obligation to perform, insofar as this was impeded or delayed accordingly. 2. DELIVERY AND DELIVERY DATES (1) The agreed delivery times are approximate. The agreement of fixed dates requires the effectiveness of our express written confirmation. (2) The agreed delivery times begin at the earliest from the date of the order confirmation. However, the delivery period does not commence until we have received all necessary documents and other documents for the execution of the order. As long as the customer is in arrears with a (pre-) performance obligation, our delivery obligation is suspended. In the event of culpable breach of an agreed delivery deadline, default in delivery is only given after expiry of a reasonable period of grace. (3) Cases of force majeure - as such, circumstances and occurrences, which can not be prevented with due care and diligence - shall suspend the contractual obligations of the parties for the duration of the disturbance and to the extent of its effect. If the resulting delays exceed the period of ten weeks, both contracting parties are entitled to withdraw from the contract with regard to the scope of services affected. Other claims do not exist. 3. PRICES, PAYMENT TERMS (1) All prices are fixed prices plus VAT. In the absence of deviations from the agreement, our deliveries are ex works without packaging, transport insurance, freight and assembly. They are based on the wage and material costs or manufacturer costs valid at the time of conclusion of the contract as well as the VAT charges. Should changes in the basis of calculation occur after conclusion of the contract due to higher labor and material costs, costs of VAT or other circumstances, in particular technically justified changes in calculation, we shall be entitled to a price change commensurate with a change in the calculation basis. Alternatively, we are entitled to withdraw from the contract. This also applies to final or call orders, unless expressly agreed otherwise at the time of conclusion of the contract. (2) The prices offered are binding and payable net within 30 days of receipt of delivery or service. With full payment within 10 calendar days, we grant 2% discount. (3) In the event of default, the customer must pay interest on the debt amounting to 8% above the base interest rate. We reserve the right to prove and assert a higher damage caused by default. (4) In the event of late payment and justified doubts as to the solvency or creditworthiness of the customer, we are entitled, without prejudice to our other rights, to demand securities or prepayments for outstanding deliveries, to ship the goods by cash on delivery, even if other terms of payment have been agreed and all rights arising from the business relationship immediately due. Only undisputed or legally established claims entitle the customer to set-off or retention. The customer can exercise a right of retention only if his counterclaim is based on the same contractual relationship. 4. PLACE OF FULFILLMENT, SHIPPING, RISK, RISK (1) The place of performance is our place of business. (2) Insofar as the goods are to be sent by us to a place other than the place of performance at the request of the customer, the costs for packaging and transport shall be charged separately. The risk of accidental loss and accidental deterioration of the goods passes to the customer with the handover, during the sale of the consignment with the delivery of the goods, to the freight forwarder, the carrier or the person or institution otherwise responsible for the execution of the consignment. The transfer is the same if the customer is in default of acceptance. 5. WARRANTY (1) For the rights of the buyer in the case of material and legal defects (including wrong and short delivery as well as improper installation or faulty assembly instructions), the statutory provisions apply, unless otherwise specified below. In all cases, the statutory special provisions remain unaffected on final delivery of the goods to a consumer (supplier recourse in accordance with §§ 478, 479 BGB). (2) The basis of our liability for defects is above all the agreement made on the nature of the goods. As an agreement on the condition of the goods, only our product descriptions are valid, insofar as they are the subject of the individual contract. (3) Insofar as the condition has not been agreed upon, it must be judged according to the legal regulations whether or not there is a defect (§ 434 (1) p. 1 and 3 BGB). For public statements of the manufacturer or other third parties (eg advertising statements) we assume no liability. (4) The claims of the buyer for defects presuppose that he has complied with his statutory duties of investigation and complaint (§§ 377, 381 HGB). If there is a defect during the examination or later, we must be notified immediately in writing. The notification is deemed to be immediate if it takes place within two weeks, whereby the timely dispatch of the advertisement is sufficient to meet the deadlines. Regardless of this obligation to inspect and to give notice of defects, the purchaser must notify us in writing of any obvious defects (including incorrect delivery or short delivery) within two weeks of delivery, whereby the timely dispatch of the ad is also sufficient to meet the deadlines. If the buyer fails to properly examine and / or report a defect, our liability for the non-indicated defect is excluded. (5) If the delivered item is defective, we can first choose whether we provide supplementary performance by rectification of the defect (rectification) or by delivery of a defect-free item (replacement). Our right to refuse supplementary performance under statutory conditions remains unaffected. (6) We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain part of the purchase price which is reasonable in relation to the defect. (7) The buyer must give us the time and opportunity required for the owed supplementary performance, in particular to hand over the rejected goods for examination purposes. In case of replacement, the buyer has to return the defective item according to the legal regulations. The supplementary performance does not include the removal of the defective item, nor the reinstallation, if we were originally not obliged to install. (8) If the supplementary performance has failed, if a reasonable period to be set by the Buyer for the supplementary performance has expired unsuccessfully or is unnecessary in accordance with the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In a minor defect, however, there is no right of withdrawal. (9) Claims by the purchaser for damages or reimbursement of wasted expenses shall only be made in accordance with para. 6 and are otherwise excluded. 6. REPAYMENT FEE If we voluntarily take back goods from the customer in goodwill, we are entitled to demand a restocking fee. This amounts to a returned value of up to 100, - € lump sum 15, - €. For a returned value of more than 100, - €, the restocking fee is 15% of the returned value. This applies unless another amount for return is agreed. 7. OTHER LIABILITY (1) Unless otherwise stated in these General Terms and Conditions, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions. 2) We are liable for damages - for whatever legal reason - in the case of intent and gross negligence. In the case of simple negligence we are only liable a) for damages resulting from injury to life, limb or health, b) for damages resulting from the violation of a material contractual obligation (obligation whose fulfillment enables the proper execution of the contract in the first place and whose adherence to the Contractor regularly trusts and may trust); however, in this case our liability is limited to compensation for foreseeable, typically occurring damage. (3) The limitations of liability arising from paragraph 2 do not apply if we fraudulently conceal a defect or have assumed a guarantee for the quality of the goods. The same applies to claims of the buyer under the Product Liability Act. (4) Due to a breach of duty that does not exist in a defect, the buyer can only resign or terminate if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 651, 649 BGB) is excluded. Incidentally, the legal requirements and legal consequences apply. 8. RESERVATION OF TITLE (1) We reserve title to the goods until full settlement of all claims arising from ongoing business relations with the customer, thus until full payment of all our claims, including ancillary claims and claims for damages. The payment by check does not end the retention of title until the irrevocable value date. (2) The customer is obliged to notify us immediately of access to the goods, for example in the case of a seizure, as well as any damage or destruction of the goods. A change of ownership of the goods and their own change of residence, the customer has to inform us immediately. In the event of seizures, seizures or other dispositions by third parties, the customer must notify us immediately. We are to be informed immediately in writing with all information that we need for an objection claim under § 771 ZPO. Insofar as we suffer failure because a third party can not provide the court and out-of-court costs of a claim according to § 771 ZPO which are to be reimbursed by us, the customer is liable. The customer may neither pledge nor assign the goods as security without our prior consent. (3) We are entitled to withdraw from the contract in case of breach of contract by the customer, in particular in the case of default in payment or breach of an obligation under paragraphs 3 and 4 of this provision, and to demand the return of the goods. (4) If the customer authorizes us to resell the goods in the ordinary course of business, he hereby assigns to us all claims in the amount of the invoice amount accrued to him by the resale against a third party. We accept the assignment. After the assignment, the customer is authorized to collect the claim. However, we reserve the right to collect the claim ourselves as soon as the customer does not meet his payment obligations properly and is in default of payment. (5) The processing and processing of the goods by the customer always takes place in the name and on behalf of us. If processing takes place with objects that do not belong to us, we acquire co-ownership of the new object in proportion to the value of the goods delivered by us to the other processed objects. The same applies if the goods are mixed with other objects not belonging to us. (6) The buyer must sufficiently insure the reserved goods, in particular against fire and theft. 9. LIMITATION (1) Notwithstanding § 438 (1) No. 3 BGB (German Civil Code), the general limitation period for claims arising from defects in title and title shall be one year from the date of delivery. Insofar as an acceptance has been agreed, the statute of limitations begins with the acceptance. (2) The above limitation periods of the purchase right also apply to contractual and non-contractual claims for damages of the buyer, which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would in individual cases to a shorter Prescription lead. The limitation of the product liability law remain unaffected in any case. Otherwise apply for claims for damages of the buyer acc. Para. 6 exclusively the statutory limitation periods. 10. OTHER The ineffectiveness of one of the clauses of these conditions does not affect the remaining regulations. In these cases, one of the named economically effective regulations applies; Alternatively, the provisions of the Civil Code are applicable. 11. LAW AND JURISDICTION (1) For these terms and conditions and all legal relationships between us and the buyer, the law of the Federal Republic of Germany shall apply to the exclusion of international uniform law, in particular the UN Sales Convention. Conditions and effects of the retention of title acc. Para. 7 are subject to the law at the respective storage location of the thing, as far as the choice of law in favor of German law is inadmissible or ineffective thereafter. (2) If the buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our place of business in Bad Urach - also international. However, we are also entitled to bring an action at the general place of jurisdiction of the buyer.
