General terms and conditions

I. General

These General Terms and Conditions of Delivery and Payment are an integral part of all offers and contracts for deliveries and services of the Seller, also in current and future business relations.
Deviating agreements and conditions, in particular conditions of purchase, are only binding if they are confirmed in writing by the seller.
If two letters of confirmation with deviating provisions cross, the seller’s letter shall apply.
The Seller shall be entitled to utilise and store the Buyer’s company and personal data within the scope of the contractual relationship.

II. pricing

All prices quoted by the Seller are subject to change and do not include statutory VAT.
The pricing for small quantities is set out in the individual price lists.
The Seller reserves the right to change prices for subsequent changes to the delivery point and delivery quantity.

III. offers and conclusion of contract

The Seller’s offers are subject to change and do not oblige the Seller to accept orders. Subject to prior sale.
Orders and delivery contracts shall be deemed to have been concluded when the written order confirmation of the Seller has been received by the Buyer or when the goods have been delivered.
Verbal agreements made with an authorised representative require the written confirmation of the seller in order to be valid.
In the event that several individual deliveries are made on the basis of a framework agreement which declares the General Terms and Conditions to be applicable, each order shall only become binding for the Seller once it has confirmed this to the Buyer in writing.

IV. Delivery, delivery periods and transfer of risk

1. due to the current effects of the new corona virus, no fixed delivery times can currently be given. the promised periods and dates for deliveries and services are non-binding, unless a fixed period or date has been expressly promised or agreed.
Exceeding agreed delivery and performance times shall only entitle the buyer to withdraw from the contract if he has previously set the seller a reasonable deadline for performance without success and the other legal requirements for withdrawal are met.
The Seller reserves the right to correct and timely self-delivery.
The Seller shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by the new coronavirus or its effects and/or measures in this context or by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in the supply chain). operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which the Seller is not responsible.
The Seller shall inform the Buyer immediately if such delays or cancellations occur.
Insofar as such circumstances and events for which the Seller is not responsible impede the fulfilment of accepted orders, the Seller shall be entitled to postpone the (remaining) delivery for the duration of the impediment. If the (remaining) delivery becomes impossible due to such circumstances and events, the Seller shall be entitled to withdraw from the contract in whole or in part, and the Seller shall not owe the Buyer any compensation for circumstances or events for which the Buyer is not responsible. If the Buyer cannot reasonably be expected to accept the delivery or service as a result of such a delay, he may withdraw from the contract by immediate written declaration to the Seller. Further claims of the seller are excluded in this case.
In the event of cancellation, reciprocal deliveries and services already rendered shall not be returned to each other. In the event of a partial cancellation, the buyer must pay the outstanding remuneration for the part of the service already provided by us.
Agreed delivery “free construction site” or “free warehouse” is subject to the proviso that the access road is passable for heavy goods vehicles (40 tonnes). If the delivery vehicle leaves this road on the buyer’s instructions, the buyer shall be liable for any damage that occurs. Unloading must be carried out immediately and properly by the buyer, unless otherwise agreed in the contract. Waiting times for which the buyer is responsible will be charged. Unless otherwise agreed, our freight costs refer to the acceptance of fully loaded lorries. Surcharges for reduced quantities shall be calculated in accordance with the terms and conditions of sale in the currently valid price list. If unloading by lorry crane is carried out at the customer’s special request, the costs shall be charged in accordance with the valid price list. If the products are delivered on the seller’s own pallets, the pallet charges shall be calculated in accordance with the seller’s valid price list.
The risk is transferred to the buyer when the goods are made available by the seller at the agreed place of delivery.
If the Buyer refuses to accept the goods or if the provision of the goods is delayed for other reasons for which the Buyer is responsible, the transfer of risk shall take place at the beginning of the Buyer’s default of acceptance. Storage costs during and additional transport costs due to the delay in acceptance shall be borne by the Buyer. Further claims for expenses or damages on the part of the seller remain unaffected by this.

V. Payments

Unless otherwise agreed, the goods are due for payment immediately after invoicing.
Payments by bill of exchange are only permitted by special agreement. Bills of exchange and cheques are always accepted only on account of payment, but not in lieu of payment. In the event of a cheque or bill of exchange being protested, the seller may demand immediate payment concurrently with the return of the cheque or bill of exchange, even for documents due at a later date.
Default of payment and interest shall be governed by §§ 286 – 290 BGB. § Section 353 HGB remains unaffected.
The Buyer may only offset against claims of the Seller if his counterclaims have been recognised by declaratory judgement or if they initially existed only as a claim for payment in kind and have later been converted into a claim for damages.
The Buyer is only authorised to exercise a right of retention against the Seller to the extent that his counterclaim is based on the same contractual relationship.

VI. Notification of defects

Obvious defects must be reported within 14 calendar days of delivery at the latest. After expiry of this period, after processing or assembly has begun, claims for defects are excluded.
For commercial transactions, §§ 377 HGB applies.
Claims for defects are generally limited to the right to subsequent fulfilment. If the subsequent fulfilment fails, the buyer reserves the right to reduce the price or – if a construction service is not the subject of the liability for defects – to withdraw from the contract, whereby the buyer leaves the choice regarding the type of subsequent fulfilment to the seller. This limitation shall not apply in the event of negligent or wilful injury to life, limb or health or in the event of grossly negligent or wilful breach of duty for other damages. If the buyer is a consumer, his rights shall only be restricted to the extent permitted by law, but shall otherwise remain unaffected.

VII. Retention of title

The delivered goods shall remain the property of the seller as reserved goods until payment of the purchase price and settlement of all claims arising from the business relationship and any claims still arising in connection with the object of purchase. The inclusion of individual claims in a current account or the balancing and recognition thereof shall not cancel the retention of title. If payment by bill of exchange has been agreed, the retention of title shall not expire before the bill of exchange has been honoured by the buyer as drawee. If the Buyer defaults on payment, the Seller shall be entitled to take back the goods subject to retention of title after issuing a reminder and the Buyer shall be obliged to surrender them without the need to withdraw from the contract.
If goods subject to retention of title are processed by the buyer into a new movable item, the processing shall be carried out for the seller without the seller being obliged to do so; the new item shall become the property of the seller. In the event of processing together with goods not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other goods at the time of processing. If goods subject to retention of title are combined, mixed or blended with goods not belonging to the Seller in accordance with §§ 947, 948 BGB, the Seller shall become co-owner in accordance with the statutory provisions. If the Buyer acquires sole ownership by combining, mixing or blending, he hereby transfers co-ownership to the Seller in the ratio of the value of the goods subject to retention of title to the other goods at the time of combining, mixing or blending. In such cases, the Buyer shall store the goods owned or co-owned by the Seller, which are also deemed to be goods subject to retention of title within the meaning of the following provisions, free of charge.
If goods subject to retention of title are sold by the Buyer, alone or together with goods not belonging to the Seller, the Buyer hereby assigns the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights in the first rank; the Seller accepts the assignment. If the resold goods subject to retention of title are co-owned by the seller, the assignment of the claims shall extend to the amount corresponding to the value of the seller’s share in the co-ownership. Para. 1 sentence 2 shall apply accordingly to the extended retention of title; the advance assignment pursuant to para. 3 sentences 1 and 3 shall also extend to the balance claim.
If goods subject to retention of title are installed by the Buyer as an essential component in the property of a third party, the Buyer hereby assigns the claims for remuneration arising against the third party or the party concerned in the amount of the value of the goods subject to retention of title with all ancillary rights, including such rights to the granting of a security mortgage, with priority over the rest; the Seller accepts the assignment. Paragraph 3 sentences 2 and 3 shall apply accordingly.
If goods subject to retention of title are installed by the Buyer as an integral part of the Buyer’s property, the Buyer hereby assigns the claims arising from the commercial sale of the property or property rights in the amount of the value of the goods subject to retention of title with all ancillary rights and with priority over the rest; the Seller accepts the assignment. Paragraph 3 sentences 2 and 3 apply accordingly.
The Buyer shall only be authorised to resell, use or install the reserved goods if it is ensured that the claims within the meaning of paragraphs 3, 4 and 5 are actually transferred to the Seller. The buyer is not authorised to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security.
The Seller authorises the Buyer, subject to revocation, to collect the claims assigned in accordance with paragraphs 3, 4 and 5. The seller shall not make use of his own authorisation to collect as long as the buyer meets his payment obligations, including those towards third parties. At the request of the seller, the buyer must name the debtors of the assigned claims and notify them of the assignment; the seller is authorised to notify the debtors of the assignment himself.
The Buyer must inform the Seller immediately of any enforcement measures taken by third parties against the reserved goods or the assigned claims, handing over the documents necessary for the objection.
The rights to resell, use or install the goods subject to retention of title and the authorisation to collect the assigned claims shall expire upon suspension of payment, application for or opening of bankruptcy, judicial or extrajudicial composition or bankruptcy proceedings, or in the event of a cheque or bill protest.
If the value of the securities granted exceeds the claims by more than 30%, the seller shall be obliged to retransfer or release them at his discretion. Ownership of the goods subject to retention of title and the assigned claims shall pass to the Buyer upon settlement of all claims of the Seller arising from the business relationship.
VIII Place of fulfilment and jurisdiction
To the extent permitted by law, the place of fulfilment and place of jurisdiction for disputes between the contracting parties shall be the registered office of the Seller’s head office in 94133 Röhrnbach/Deching.

IX. Final provisions

German law shall apply exclusively, unless a deviating written agreement has been expressly made in individual cases or mandatory law requires otherwise.
Should one or more of these terms and conditions violate a legal prohibition or be legally invalid for other reasons, this shall not affect the validity of the remaining provisions.

(Status May 2021)