General terms and conditions of sale and delivery
1. general scope
The terms and conditions apply to all current and future business relationships. Entrepreneurs within the meaning of the Terms and Conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into, who act in the exercise of a commercial or independent professional activity. Customers within the meaning of the Terms and Conditions are both entrepreneurs and consumers. Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing.
Our offers are subject to change and non-binding. We reserve the right to make technical changes in shape, color and/or weight within reason.
The conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with our supplier.
The customer will be informed immediately about the unavailability of the service. The consideration will be refunded immediately.
3. Delivery time
The agreed delivery period shall commence in the case of the Contractor, even after acceptance of the order, only after payment of an agreed order payment.
4. The prices
are in euros plus value added tax. They apply ex works or ex delivery warehouse unless otherwise agreed in writing. Unless otherwise expressly agreed, the purchase prices do not include assembly costs. The agreed prices apply for the first 4 months after conclusion of the contract. Thereafter, the index of the Federal Statistical Office shall apply. The price adjustment is calculated from the level of the index from the date of the order confirmation to the agreed delivery date. Should the index have fallen, the client is entitled to a price reduction up to a maximum of 5% of the order amount. In the event of a price increase of more than 10%, the client has the right to withdraw from the contract. However, the right of withdrawal shall not apply if the supplier limits the resulting price increase rate to a maximum of 10%. In the case of successive delivery contracts, the aforementioned conditions shall also apply.
5. The shipment
In the event of an agreed sale by delivery to a place other than the place of performance, all costs incurred in connection with the delivery to the agreed place of destination shall be borne by the customer.
If the Buyer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer upon handover, in the case of sale to destination upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. The handover is equal if the buyer is in default of acceptance.
If the purchaser is an entrepreneur, we shall initially provide warranty for defects in the goods at our discretion by rectification or replacement delivery. If the supplementary performance fails, the customer may in principle demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal) at his discretion. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract. Entrepreneurs must notify us in writing of obvious defects within a period of three days from receipt of the goods; otherwise the assertion of the warranty claim is excluded. Timely dispatch shall be sufficient to meet the deadline. The purchaser (entrepreneur) shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of detection of the defect and for the timeliness of the notice of defect.
If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect. If the customer chooses compensation after failed subsequent performance, the goods remain with the customer if this is reasonable for him. The compensation is limited to the difference between the purchase price and the value of the defective item. This shall not apply if we have fraudulently caused the breach of contract.
If the buyer is an entrepreneur, the warranty period is one year from delivery of the goods. Lamps, spotlights, glass, coatings and natural wear parts are excluded. We will fulfill warranty claims after returning the defective part.
If the purchaser is an entrepreneur, only the manufacturer’s product description in the offer shall be deemed agreed as the quality of the goods. Public statements, recommendations or advertising by the manufacturer do not constitute a contractual description of the quality of the goods. No warranty shall be provided for used items unless a special agreement has been made in this regard. The customer does not receive any guarantees in the legal sense from us. Manufacturer’s warranties remain unaffected.
7. Limitations of liability
In case of slightly negligent breaches of duty, our liability shall be limited to the direct average damage foreseeable according to the type of goods and typical for the contract. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. We shall not be liable to entrepreneurs in the event of a slightly negligent breach of immaterial contractual obligations. The above limitations of liability do not affect claims of the customer arising from product liability. Furthermore, the limitations of liability shall not apply in the event of bodily injury or damage to health attributable to us or in the event of loss of life of the customer.
Claims for damages by the customer due to a defect shall become statute-barred after one year from delivery of the goods. This shall not apply if we can be accused of malice.
8. Payment terms
If no other terms of payment have been agreed, the customer undertakes to pay our invoices net upon receipt of the goods. After expiry of this period, the customer shall be in default of payment. During the delay, the Entrepreneur shall pay interest on the monetary debt at the rate of 8% above the prime rate. We reserve the right to prove and claim higher damage caused by delay from the entrepreneur.
Should we become aware after conclusion of the contract that the financial circumstances of the purchaser have deteriorated unreasonably for us, we shall be entitled to demand security in the form of a bank guarantee from the purchaser or immediate advance payment of the entire invoice amount. We shall set the purchaser a reasonable deadline for this. If the purchaser allows this period to expire fruitlessly for us, we are entitled to withdraw from the contract. Expenses incurred by us due to items already produced or purchased are to be reimbursed by the buyer. Likewise, we are entitled to offset any advance payments already made by the buyer against our expenses.
The customer shall only have a right of set-off if his counterclaims have been legally established or acknowledged by us.
The customer may only exercise a right of retention if its counterclaim is based on the same contractual relationship. If we agree to finance a bill of exchange, the bill(s) of exchange shall also serve to secure claims for compensation/replacement of value in the event that the contract is rescinded or cancelled.
9. Retention of title and other purchase price securities
In the case of contracts with entrepreneurs, we retain title to the goods until all claims arising from an ongoing business relationship have been settled in full.
The customer is obliged to treat the goods with care. If maintenance and inspection work is required, the customer must carry this out regularly at its own expense.
The customer is obliged to inform us immediately of any access by third parties to the goods, for example in the event of seizure, as well as of any damage to or destruction of the goods. The customer must notify us immediately of any change of ownership of the goods and of his own change of residence.
We shall be entitled to withdraw from the contract and demand the return of the goods in the event of any breach of contract on the part of the customer, in particular in the event of default in payment or breach of the aforementioned obligations.
The customer as an entrepreneur is entitled to resell the goods in the ordinary course of business. He already now assigns to us all claims in the amount of the invoice amount which accrue to him against a third party through the resale. We accept the assignment. After the assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur does not properly fulfill his payment obligations and defaults on payment.
The treatment and processing of the goods by the entrepreneur shall always be carried out in our name and on our behalf. If processing is carried out with objects not belonging to us, we shall 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 shall apply if the goods are mixed with other items not belonging to us.
10. Maintenance and repair work
Our terms and conditions of sale and delivery shall apply accordingly to maintenance and repair work. If no other conditions have been agreed upon, the invoice amount as well as prices for additional services are due for payment in cash immediately upon acceptance of the repair and handing over or sending of the invoice. This payment condition shall also apply after notification of completion of the repair and handing over or sending of the invoice.
We shall be entitled to a contractual lien on the items that have come into our possession as a result of the order on account of our claim arising from the order.
Collection and delivery of the subject of the order shall be at the expense and risk of the customer. Our liability in case of fault remains unaffected. If the customer is in default of acceptance, we shall be entitled to charge a storage fee customary in the locality.
11. Final provisions
The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if the customer’s place of residence or habitual abode is unknown at the time the action is brought.
Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.