(1.1) These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing. These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
(1.2) These terms and conditions of sale shall only apply vis á vis merchants and governmental entities within the meaning of sec. 310 para. 1 BGB (German Civil Code).
(2.1) Insofar as the order constitutes an offer within the meaning of § 145 BGB we are entitled to accept the offer within two weeks.
(2.2) The quantity, quality and description of any specification for the goods shall be those set out in our written offer. The buyer shall be responsible for giving us any necessary information relating to the goods until receipt of our order confirmation, in order to enable us to perform the contract with its terms.
(2.3) All property and intellectual property rights such as copyright, design, utility model, patent and trade mark rights in pictures, drawings and other documents are reserved. Disclosure of these documents to any third party is subject to prior consent.
(3.1) Prices are ex works, exclusive of the respective statutory VAT and exclusive of costs for packaging, except as otherwise expressly agreed upon. Any agreement on cash discount must be in writing in order to be valid.
(3.2) The purchase price is due and payable net within 30 days after receipt of our invoice.
(3.3) From the due date interest in the amount of 8 percent above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.
(3.4) The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
(4.1) Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved.
(4.2) In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.
Unless otherwise agreed upon, delivery is made ex works. If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch. On request of the buyer, we will procure transport insurance ; costs thereby incurred are to be paid by the buyer.
(6.1) We retain title to the goods until we have received payment in full of all our claims against the Buyer arising from the business relationship. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
(6.2) The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(6.3) As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(7.1) Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
(7.2) Warranty claims shall be time-barred after 12 months of the passage of risk.
(7.3) In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of remedy of the defect or delivery of conforming goods. In the course of alternative performance we bear all expenses for the remedy of the defect except such costs which result from the fact that the goods have been removed to a place other than the place of performance. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
(8.1) In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
(8.2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
(8.3) Any liability not expressly provided for above shall be disclaimed.
These General Terms and Conditions of Sale and the contractual relationship between us and the Buyer shall be governed by the laws of the Federal Republic of Germany excluding the laws governing the international purchase of movable goods. If the Buyer is a merchant, legal entity under public law or special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be our place of business. The same applies if the Buyer is an entrepreneur and does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is not known at the time of filing the action. However, we shall in any case be entitled to file suit at the domicile of the Buyer.