1. conclusion of the contract
Our offers are non-binding and subject to change. Exclusively verbal agreements do not apply. Written orders of the buyer/client shall be deemed to have been accepted if we do not send a written confirmation to the contrary within 8 days of their actual receipt by us. If the buyer/client does not object to such a confirmation within 8 days, calculated from the date of dispatch, our new offer shall be deemed accepted. The customer will be informed of this again in our new offer. Declarations that have been verifiably sent by us shall be deemed received three days after dispatch.
Our silence shall not be deemed to be an acknowledgement of contradictory general terms and conditions of our customer, which shall only become binding if they have been confirmed by us in writing. The same applies to collateral agreements of all kinds.
2. delivery dates
Delivery dates are binding if they have been agreed in writing and the necessary raw materials have been delivered to us on time as agreed. Binding delivery dates shall be deemed to have been met if the goods have been dispatched by the delivery date at the latest. In the event of changes to the contract which may influence the delivery time, the delivery time shall be extended by a reasonable period.
The buyer/client can request us in writing one week after the specified delivery date has been exceeded to deliver within a reasonable period of time. After the fruitless expiry of the reasonable grace period, we shall be in default. Our delay in delivery only entitles the buyer/client to withdraw from the contract in accordance with the statutory provisions. In the event of force majeure or other unforeseen obstacles (e.g. import and export blocks, operational disruptions for which we are not responsible, strike and lockout), the delivery period shall be extended accordingly. We are also not responsible for the aforementioned events if they occur during a delay that has already occurred. If the aforementioned events lead to an extension of the delivery period by more than 3 months, both parties to the contract are entitled to withdraw from the contract.
3. dispatch and transfer of risk
Unless otherwise agreed, delivery shall be ex works and, at our discretion, in partial shipments. Dispatch is always effected, even in the case of carriage paid delivery, at the expense and risk of the buyer/client. The risk shall pass to the buyer/client when the goods leave our premises or those of any subcontractors. If dispatch is delayed as a result of circumstances for which the purchaser/client is responsible or which are attributable to his sphere of influence, the risk shall pass to the purchaser/client from the day of readiness for dispatch.
We are also entitled to invoice the goods and to charge any expenses incurred if ordered goods are not called off within the agreed acceptance period.
4. prices, payments
All prices are quoted in EURO plus statutory value added tax. If the statutory value added tax increases between conclusion of the contract and delivery, the increased value added tax becomes part of the price. We shall otherwise be entitled to increase prices if the order is to be executed by us in a period of more than four months from the conclusion of the contract and circumstances arise (increase in raw material prices, wage increases, etc.) which could not be taken into account in the original price calculation. The price increase must remain within the scope of the changed circumstances.
All prices shall apply plus any costs incurred by us for the disposal of returned packaging and shipping materials.
Our invoices are payable within 14 days strictly net, in each case from the invoice date. For first orders we are entitled to demand 50% prepayment. Deliveries abroad shall only be made against an irrevocable, bank-confirmed letter of credit.
After expiry of the agreed term of payment, we can demand interest on arrears at a rate of 2% above the state central bank discount.
Payments made by the buyer/client will first be credited against the oldest claim. If the buyer/client also has to pay interest and costs in addition to the purchase price, the statutory provisions shall apply with regard to crediting.
If a due invoice amount is not paid despite two reminders, all other outstanding invoices become due for payment immediately, regardless of the agreed target.
The exercise of a right of retention or offsetting against counterclaims is only permissible on the basis of counterclaims or rights of retention that have been recognised by us or have been established as legally binding.
If the customer/purchaser remains in arrears with a due payment for more than one month or if, after conclusion of the contract, we become aware of circumstances due to which the creditworthiness of the customer/purchaser is doubtful, in particular cessation of payments or the opening of bankruptcy or composition proceedings, we are entitled to make all our claims immediately due or to withdraw from the contract in whole or in part without the customer being able to assert claims for damages on this account. If we do not withdraw from the contract, we are also released from further fulfilment of our contractual obligations in these cases until the customer has satisfied all our claims by advance payment or has provided security in the amount of our claims. Instead of withdrawing from the contract, we are also entitled to take back goods already delivered until our claims are satisfied or secured.
5. reservation of title, default of payment
The goods remain our property until the purchase price including all subsidiary claims has been paid in full. The payment obligation is only fulfilled when we can dispose of the amount unconditionally and without recourse to third parties. The buyer/client is not entitled to pledge the goods to third parties or to assign them as security until full payment has been made. The buyer/client is entitled to resell the goods in the ordinary course of business under agreement of a reservation of title towards his customer. The buyer/client assigns to us by way of security the claims against third parties arising from the resale or processing in the amount of the original invoice amount, without the need for a special agreement in individual cases. The assignment also includes any claims for damages or for payment of an insurance benefit.
The customer shall only be authorised to collect the assigned claim and to resell the delivery item as long as he complies with his obligations under the contract.
If the value of assigned claims or other securities exceeds our claims by a total of more than 25%, we shall, at the customer’s request, reassign claims of our choice in the amount of the excess.
The authority of the customer/orderer to resell or process the goods shall expire upon default, suspension of payment, filing for bankruptcy or opening of bankruptcy or judicial or extrajudicial composition proceedings against the assets of the customer/orderer. In these cases we are entitled, without prejudice to the rights mentioned in clause 4, paragraph 6, to collect claims from the resale or processing of the goods directly from the customer’s/customer’s buyer, who must provide us with the necessary data for this purpose.
The customer/purchaser must inspect the goods upon receipt for completeness and externally visible defects and notify any complaints in writing within one week of receipt of the delivery at the latest. Defects that are not externally visible must be reported to us in writing immediately, but at the latest within 4 weeks of delivery. Further commercial obligations to examine and notify defects remain unaffected. The receipt of the complaint by us shall be decisive for the timely notification of defects. If the obligation to give notice of defects is not complied with, the delivery shall be deemed to have been properly performed.
Partial complaints shall not entitle the buyer/client to complain about the entire delivery. We are entitled to inspect, test and carry out tests on the goods complained about.
Deviations in processing, dimensions and quantities of the goods that are customary in the trade or minor, technically induced deviations do not constitute grounds for complaint. The same applies to minor deviations from a sample handed over to the Seller/Contractor depending on the production process. We do not assume any warranty for overlooked defects that do not significantly affect the overall product. In the case of mass-produced articles of any kind, 3% rejects due to further processing are customary in the trade and do not entitle the customer to make a complaint.
Certain properties are not guaranteed. If the manufacturer of the raw materials used grants the seller/contractor warranties of properties, the seller/contractor shall assign any warranty claims to which it is entitled from this to the buyer/client.
If the delivery is defective, we shall, at our discretion, either replace the delivery or improve it. If we choose repair or replacement, the buyer/client is entitled to choose between cancellation of the contract or reduction of the remuneration if the repair or replacement delivery finally fails. Claims for damages are excluded except in cases of gross negligence and intent, unless we have expressly guaranteed certain properties. If the delivery item lacks a warranted characteristic, we shall only be liable for damage not occurring to the delivery item itself if the warranty had the specific purpose of protecting the customer from such damage.
7. liability for general breaches of contract / tortious acts
Insofar as our liability presupposes fault, we shall always be liable for gross negligence and intent, irrespective of the basis of the claim. Liability for slight negligence is excluded unless it relates to essential contractual obligations.
Insofar as we have to pay damages, the obligation to pay compensation is limited to the damage that we could have foreseen taking into account the circumstances known to us.
Unless the law or this contract provides for a shorter limitation period, claims for damages shall become statute-barred 2 years after the occurrence of damage. This shall not apply to claims for damages in tort.
8. execution of the order
Work equipment such as templates and tools which the buyer/client provides to the seller/contractor for the execution of an order shall be stored by the seller/contractor like his own work equipment and returned on request. Work equipment manufactured by the seller/contractor himself remains the property of the seller/contractor even if paid for by the buyer/client.
Correction samples will only be sent to the Seller/Subcontractor if expressly requested or if deemed necessary by the Seller/Subcontractor. Acceptance of the correction sample releases the seller/contractor from any responsibility for the correctness of the execution. Delays caused by late return of the correction sample shall be borne by the purchaser/client.
The buyer/client shall supply raw materials ready for processing and shall release the seller/contractor from any obligation to inspect them.
9. property right and rights of third parties
The buyer/client shall be liable for ensuring that the execution of orders, which is carried out in accordance with his binding specifications, does not infringe the rights of third parties and shall indemnify us against any claims of third parties on account of such execution. This applies in particular to rights of any kind to pictures, writings, music etc.
10. final provisions, place of performance, place of jurisdiction
Oral agreements or collateral agreements, insofar as they contradict the above terms and conditions and/or the provisions of the contract, shall only be valid if they have been confirmed by us in writing.
For export our prices loco Munich apply, excluding external packaging.
The contract, including any subsidiary agreements, is subject to the law of the Federal Republic of Germany, in particular the provisions of the German Civil Code (BGB) and the German Commercial Code (HGB), excluding the provisions of the law on the international purchase of movable goods (EKG).
Exclusive place of jurisdiction is Munich. However, we are also entitled to bring an action at the domicile of the buyer/contractor.
The place of performance for all contractual obligations of both parties is Munich. The contract and these terms and conditions shall remain binding even if individual provisions are legally invalid. Should individual provisions of the contract or these terms and conditions be invalid, the parties shall replace them with a valid provision that comes as close as possible to the intended economic success.