Conditions of Use B2B

Call +49 3741 2510951 Delivery and Performance
  Validity of terms
a) All contracts for supplies and services, we make from 1 January 2013 with companies, legal entities under public law or public special fund, subject to the following conditions.
b) changes in conditions will be advised at continuing obligations to the contractor in writing with an indication of the amended provisions and shall be deemed agreed if the contractor continues the continuing obligation, without contradicting within a reasonable time.
c) The contract is subject to the written agreements. Further agreements are not taken. Contract amendments or supplements shall be effective only if confirmed by us in writing.
d) Deviating or supplementary Us unfavorable conditions of the contractual partner shall also not, if we do not contract these conditions separately. These Terms and Conditions also apply to future transactions with the customer.
the second deals
a) Our offers are subject to change. The customer offers are accepted if we have confirmed them in writing executed or the goods or services.
b) Cost estimates are not binding unless it is clear from the order confirmation states otherwise.
c) Our offers contain no guarantees and no assumption of procurement risks, unless expressly stated otherwise.
d) We shall be entitled to subcontract.
e) nature of the goods or services
The information contained in our public statements, such as catalogs, brochures, circulars, advertisements, illustrations, advertisements or price lists of properties belong only to the constitution, where they have become part of the contract. Public statements of a third manufacturer or his agents belong only to the condition of the goods when they
are stipulated in the contract or we have expressly and in writing made ​​us in public statements as his own.
Information on the quality or durability of a product or service not public statements or public statements of a third manufacturer or his agents contain no warranty (guarantee) within the meaning of § 276 para. 1 BGB and no quality or durability in our contractual statements, public or meaning of § 443 BGB, if we have not expressly and in writing accepted an equivalent guarantee.
We reserve the right to delivery to make commercial technical changes, especially improvements if it causes only minor changes occur in the nature and the customer is not unreasonably impaired.
Third use of the goods
Our products are intended solely for use by entrepreneurs. Does the contractor to deliver the purchased goods to a consumer by us or to a contractor who in turn supplied consumers with such goods, he has to inform us before concluding the contract.
4 prices
a) shall apply as specified in the order confirmation, otherwise our valid when the contract list prices.
b) Unless the order confirmation, our prices are in EUR from despatch plus shipping, insurance and packing costs and sales tax applicable upon delivery.
c) In agreement with a delivery period of more than six weeks and at continuing obligations that last longer than 6 weeks, we shall be entitled, in the meantime for the procurement or delivery or for personal use (wage and non-wage labor costs) incurred cost increases by increasing concerned by this prices in order to compensate the
these changes to the extent necessary to pass on to the contractor.
5th payment
a) Our demands, especially our payment claims against the contractor are due immediately, if not agreed otherwise. If a payment date is not agreed upon, the occurrence of default in accordance with statutory regulations.
b) Payments for workpiece-related models and manufacturing facilities (para. 8) are always due in advance, without deduction.
c) If a remuneration according to time periods agreed with continuing obligations, the payment is due at the beginning of each time period for payment. In periods with a length over 6 months of the contract partner at the amount of the pro rata fee for the next 6 months is obliged to perform.
d) For transfers, the timeliness of the payments depends on the availability for us. The acceptance of checks and bills of exchange shall only after cashing in the amount of the redeemed amount minus. All expenses as payment. The timely submission of bills of exchange and checks are not obliged.
e) In the event that the contract is a contract for work in which we are working entrepreneurs and announces the contracting authority in accordance with § 649 BGB before we started with the performance of execution, so us is a flat fee to be in the amount of 5% of the total agreed remuneration. We are entitled to a higher fair compensation claims.
6.-off and retention, assignment, partial service
a) The contractual partner is only entitled to offset against undisputed or legally established claims. To exercise of retention rights, including the right of § 369 HGB the contractor shall be entitled only with undisputed or legally established claims from the same legal relationship.
b) The assignment of claims against us are excluded. § 354 a HGB remains unaffected.
c) Partial deliveries and partial services and corresponding statements are admissible if they are not unreasonable for the contractor.
7 claim risk
a) If it becomes apparent after conclusion of the contract that our claim is endangered on the consideration due to the inefficiency of the contractor, the contractor is obliged to perform if our contractual obligation in a work performance, service or delivery of procured for the contractor, not at any time otherwise deductible
(common) goods there.
b) Moreover, § 321 BGB with the proviso that we 273 BGB our power to refuse even at risk to our claims from the same legal relationship within the meaning of §.
c) If it is agreed installment payment, the payment of all sums receivable occurs when the other party is at least two consecutive installments wholly or partly in arrears.
d) deferral agreements become invalid if the Party is a power in default or enter the requirements of § 321 BGB in respect of a claim.
8 Workpiece-oriented models, manufacturing equipment
to provide a) If the contract partner models, drawings, computer programs, files, or manufacturing facilities (facilities) are available, they will be delivered free us home. The contractual partner is obliged at our request, to collect them again. He responds to the request is not made within three months after, so we are entitled to deliver them at the expense of the contractor him. The cost of maintenance and repair, storage, insurance, modification and replacement borne by the Buyer. To an insurance company, we are committed only at the request of the contractor and against full advance payment.
b) The contractor is responsible for design, compliance with drawings or samples and the suitability of facilities. We are not obliged to inspect the facilities.
c) If equipment manufactured or procured by us on behalf of the contractor, we are entitled to the agreed or reasonable compensation. From our manufacture facilities remain our property. The contractual partner shall also apply to any out-of-task challenging, if he has paid a fee. We reserve the right to dispose of the equipment or otherwise use, if since the last appointment of the contractor at least three years have passed. Unless agreed otherwise, the contractual partner shall be the owner of the facilities, the property goes with the full payment of remuneration over to him. We are committed to the custody of the institution; apply paragraph 1, sentences 2 - 5 The custody agreement may be terminated by the other party at least 2 years after the transfer of ownership nd issue are required.
d) The contractor is responsible for the civil and public Un-questionable nature of the services that we have power, so far as it participates in the design, particularly material, drawings, beistellt know-how or other information. This is also true for any infringement of intellectual property rights, especially patent, trademark, copyright and design rights. As part of its responsibility of the contractor is obliged to
indemnify us against all third party claims and costs of prosecution or -defense arising from any infringement.
e) At all the customers provided documents, especially illustrations, drawings, calculations, we reserve ownership and copyright; they may not be used for purposes other than contractual and third parties are not made ​​available to us so far and are immediately returned to the printer, if the contractual exploitation is the purpose or the contract is terminated. This applies especially to documents and other information designated as "confidential". We are entitled to demand documents at any time if the confidentiality is not guaranteed.
9, Delivery, delivery deadlines, acceptance delay
a) delivery date and delivery date are governed by our order confirmation. Agreed changes to the content or scope of delivery according to the contract, the delivery time for the total supply of new starts.
b) delivery date or delivery deadline is met when the goods have been dispatched on time or the shipment has been notified to the contractor.
c) An appropriate extension of service or delivery periods occurs when we are due not to be represented by us circumstances, in particular measures in the context of labor disputes, in particular strikes and lockouts, acts of God, war or natural disasters in the delivery or performance incapable. We are entitled to withdraw from the contract if the impediment persists at unknown time and purpose of the contract is endangered. If the impediment lasts longer than 2 months, the customer is entitled to withdraw from the unfulfilled part of the contract if not due to them under the provisions of these terms a right to withdraw from the entire contract.
d) If the franchised partner goods from within the deadline, we shall be entitled, subject to all other rights, to set a new deadline to have after which on the subject and to supply the contractor with a reasonable extended deadline. As compensation, we can overall 10% of the agreed price
demand without VAT, unless the contractor can prove that no or much lesser damages were suffered. The assertion of a higher actual damages is reserved.
e) call-off orders are, unless otherwise agreed, be accepted within 2 months.
f) The insurance of the goods we are committed only at the express written request of the Contract Partners, stating the type of insurance and -Total, in his bid and to advance the cost of insurance.
10 Transfer of Risk
a) The risk shall pass to the dispatch of the goods to the contract partner, even if we further services,
have taken over as the transportation or pay the transport costs.
b) If delivery is delayed due to circumstances for which the contractor is responsible, the risk shall pass with
Dispatch to the contractual partner, but we are obliged at the expense of the contractor, the insurance
effect that requires the contractor, unless the contractor shall appoint and pay the upfront cost insurance.
11 Retention of title
a) The title to the delivered goods until full payment of all of our existing and after the contract
claims arising from the business relationship over to the contractor.
b) Until the expiration of the retention of title the following rules apply:
The contractual partner is obliged to careful handling and insurance of the goods supplied. He is entitled to resell in the ordinary course of business entrepreneurs, as long as he is not in default. Similarly, the contractor is entitled to treatment or processing of goods for us as a manufacturer, but without incurring any obligations. If our (joint) ownership by connection, the (joint) is property of the contractor at the uniform thing in the value of the goods to us about that secures the contractor free of charge for us. The contracting parties from the resale or any other legal reason adult claims the contractual partner hereby now as security to us. We accept this assignment. The resale of the delivered goods is excluded if the from the resale or any other legal reason adults with low demands are unabtretbar.
The contractor is authorized to collect arising from the resale or other legal claims,
as long as he fulfills his obligations to us and not the requirements of para. 7 (claim risk)
these terms and conditions or as a result of § 321 BGB. The contractual partner is obliged to pay the amounts collected to us immediately, unless the secured claims are due. At our request, the contractual partner is obliged to disclose the assignment and delivery of required for filing the claim documents and information to us. If third parties to the reserved goods or the assigned claims in advance of the contractual partner is obliged to point out our ownership and inform us immediately and hand over the documents necessary for an intervention.
Breach of contract by the contracting party, namely, default or breach of the contract partners imposed under this paragraph obligations, particularly its duty of care in regard to the goods and the obligation to pay the amounts collected, we shall be entitled, with respect to the unpaid goods the release of the delivered to request goods or assignment of existing against third parties claims of the contractual partner. The assertion
the retention of title or the seizure of the goods delivered is then not cancel the contract. If the recoverable after the proceeds to DETERMING value of the receivables assigned by way of security, the amount of the secured claims by more than 20%, we shall be at the request of the contractor to retransfer obligation.
12 claims for damages, compensation for futile expenses
a) limitation of liability on the merits
Claims for damages or claims for reimbursement of expenses for neglect of duty, or if the service due from us is not rendered or not rendered as owed, due to delay or deficiencies are the contracting party only for:
aa) damages resulting from injury to life, body or health, based on our least negligent breach of duty or willful or negligent breach of duty by our legal representatives or vicarious agents,
bb) other damage that essential contractual on a least grossly negligent breach of duty on our part or a least grossly negligent breach of duty by our legal representatives, officers or agents, or at least negligent breach of obligations (cardinal obligations) our part or at least negligent breach of duty by our legal representatives , officers or agents and
cc) damages in the scope of any guarantee given by us (Warranty, § 276 para. 1 BGB) or a warranty of quality
or durability guarantee (§ 443 BGB) fall.
b) Limitation of amount
Insofar as our liability for simple negligence and our liability for grossly negligent conduct of our agents, who are not legal representatives or executives, not according to letter a) is excluded, we are only liable for the typically expected when the contract damages and reimbursement of expenses only up to the amount of the settlement interest.
c) liability arising from pre-fault conditions
The above paragraphs shall also apply to claims for damages of the contractor from obligations arising from inclusion of contract negotiations, initiation of a contract or similar business contacts. If a contract between us and the contractors reached, compensation claims of the contractor shall be deemed adopted, which would not be justified under the above provisions in the existing contract.
d) claims subrogated to the rights
The above provisions shall also apply to claims which the contractor is subrogated to the rights asserted. Foreign law, the contractor may appeal only if the claim would be justified even if application of the above provisions and these General Terms and Conditions.
13 claims of the contractor for defects
a) and complain when defects
The contractor has those of us in the context of purchase, work, work performance, service or agency agreements
to examine delivered goods or services immediately after delivery and when a defect shows this to us immediately. Should the contractor the notice, the goods or services shall be deemed approved, unless there is a defect that was not detected during the investigation. Shows later of such defect, the notification must be made immediately after the discovery; otherwise the goods or services shall, in respect of the defect to be approved. To preserve the rights of the contracting party is sufficient to send the display. We have fraudulently concealed the defect, we can not appeal to this paragraph.
b) Defects in used goods
When buying used things the rights of the contractor are excluded due to material defects. This does not apply to claims for damages and claims of a license granted by us warranty (warranty, § 276 para. 1 BGB) or quality or durability guarantee (§ 443 BGB).
c) subsequent performance
We are entitled to the defect at our option by repair or deliver a defect-free (subsequent performance)
to eliminate. In the subsequent performance fails, the contractor may reduce the purchase price or, if no construction work is the subject of the warranty, at its option cancel the contract. The right of the contractor for compensation shall remain unaffected.
d) limitation period for claims for defects
The statutory limitation period applies:
aa) to claims for damages due to defects,
bb) for recourse in case of withdrawal or reduction in the case of consumer sales contracts (§ 478 BGB),
cc) for tort claims and
dd) in the case of §§ 438 para. 1 no. 2 and 634a. 1 no. 2 BGB.
All other claims of the contractor for material defects of new items or Services, in particular
to rectification, cancellation, reduction and compensation of wasted expenses shall expire within one year.
The same applies Infringement Claims with the following exception: claims due to a defect consisting in a real right of a third party may be required due to the release of the goods or in any other law, which is registered in the Land Registry, expire within 5 years .
14 Place of Performance
Place of performance for contracts with merchants for both parts of the headquarters of our company.
15 secret protection
a) All are provided by the contractors to documents, data and information is not confidential, unless the contracting party not designated them as confidential. We use to provide a delivery or performance of third parties, so we can pass the customer information to these, so far as is necessary for the achievement of the contractual purpose in any case.
b) by us to the customer provided documents, data and information must be kept confidential, in particular information
which enable or facilitate the use of our services. DemVertragspartner handed out drawings and documents shall remain our property and shall be returned upon request. At our request, the persons who have access to such information is obtained, to agree together.
16 Applicable law, contract language, Jurisdiction, Severability, statute of limitations
a) These Terms and Conditions and all legal relationships between the parties subject to the substantive German law. The validity of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
b) The contract language is German.
c) If the contracting party is a merchant, legal entity under public law or public law special fund, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the company office,
where we are, however, entitled to sue the other party in another jurisdiction. Compared with all other contractors our seat is the place of jurisdiction for all agreed under the contract disputes arising in the event that the action paths to be claimed party is domiciled or ordinarily resident relocated after the contract from Germany or her domicile or habitual residence at the time of complaint is not known.
d) A suspension of the limitation of claims of the contractual partner in negotiations only occurs if we have let us in writing on negotiations. The suspension ends three months after our last written comments.
e) The invalidity of provisions in these Terms and Conditions or otherwise agreed between the parties provision does not affect the validity of the remaining provisions of these General Delivery and Service or other agreements. The parties are in otherwise agreed between the Parties governing
obliged to take the place of the ineffective provisions such valid provisions that come as close as possible to the intention of the invalid provisions.