AGB
General Purchasing Terms and Conditions
1. Scope:
The terms and conditions apply to all current and future business relationships with entrepreneurs. Entrepreneur i.S.d. Terms and conditions
are natural persons, legal entities or partnerships with legal personality, with whom business relationships are entered into, in the exercise of a commercial
or self-employed occupational activity.
Deviating, conflicting or supplementary terms and conditions, even if known, are not part of the contract, unless it is theirs
Validity is expressly agreed in writing. Our terms and conditions apply even if we are aware of conflicting or ours
Terms of sale of deviating terms and conditions of the purchaser to carry out the delivery to the customer without reservation.
2. Offers, offer documents, conclusion of contract, subcontracts
Our offers are non-binding. The documents belonging to the offer such as illustrations, drawings and dimensions are only approximate,
unless expressly designated as binding; in particular, they do not constitute a statement of quality. Technical changes and changes
in form, color and / or weight are reserved within reasonable limits. On cost estimates, drawings and other documents or data in
In electronic form, we reserve the ownership and copyright. They may not be made accessible to third parties. Before being passed on, the
Customer / supplier of our express written consent. We are obligated, by the customer as confidential plans called only with his consent
Accessible to third parties.
Customer orders are binding. We are entitled to accept the contract offer in the order within two weeks after receipt.
The acceptance can be declared either in writing or by delivery to the customer. Decisive for the contract is the written confirmation;
Oral statements are not binding unless confirmed in writing. Our liability for errors arising from the order submitted by the customer
Documents (for example drawings) as well as due to incorrect or unclear, even verbal information of the customer, is excluded.
We carry out orders according to drawings, samples or other information without checking whether industrial property rights of third parties are thereby infringed. A
We do not accept liability for such claims. The examination of the protective right situation is a matter of the orderer.
We always confirm "surface finish", even if surface treatment, e.g. nickel plated, chrome plated, phosphated etc.
is specified. Unless we have explicitly agreed to a surface treatment. If we somehow surface-treated our products
supply, we have this surface treatment exclusively on behalf and for the account of the purchaser by a metal processing plant treat. For the
Flawless surface treatment, such as pickling brittleness, hydrogen brittleness, etc., are the buyer's claim for defects and damages
exclusively towards the metal finishing plant. We will inform the purchaser of the name and address of the metal processing plant and use it for the
enforce the information required to enforce its warranty claims.
We are entitled to subcontract.
3. Prices, payment, rights of retention
Prices given to entrepreneurs are exclusive of VAT and are ex works, but excluding packaging, insurance and unloading.
If payments are made in a foreign currency, exchange rate changes to the euro will affect the customer.
If taxes, duties, freight, fees or expenses are increased or newly introduced between the conclusion and the performance of the contract, we shall be entitled to charge
Increase price accordingly, if four months have already elapsed since the conclusion of the contract or if the contract partner is a merchant. The prices are valid from
Days of the contract to four months. In the case of a delivery period of more than four months or in the case of continuing obligations that are longer than 4
Months, we are entitled, in the meantime for the procurement / delivery occurred cost increases including by changes of law
conditional (for example increase in value added tax) by price increases to the extent to the customer.
The customer has the right to offset only if his counterclaims have been legally established or recognized by us. The customer may have a right of retention
only exercise if its counterclaim is based on the same contractual relationship.
The delivery time results from the agreements of the contracting parties. Your compliance by us requires that all commercial and technical issues
between the parties and the customer has fulfilled all his obligations, such as Provision of the required official certificates
or approvals or performance of a down payment. If this is not the case, the delivery time will be extended accordingly. This does not apply
as far as we are responsible for the delivery delay.
The delivery time is met if the delivery item has left the factory or the readiness for dispatch has been notified by the time it expires. As far as a decrease
is to be made, is - except for legitimate refusal of acceptance - the acceptance date authoritative, in the alternative, the notification of readiness for acceptance.
The observance of the delivery period presupposes the timely and correct self-delivery as well as the fulfillment of the contractual obligations of the customer. Delay yourself
Execution or completion of the work for reasons for which the customer is responsible, we are in this respect from the obligation to comply with agreed
Delivery dates free. Cases of force majeure, in particular labor disputes and other unforeseen events in our company or one of our
Subcontractors release us from the observance of the delivery period. This is extended appropriately. This also applies to the occurrence of force majeure during one
Delay in delivery. The delivery period will continue to be extended appropriately, if necessary for the execution of deliveries, documents or for the
Execution required details of the purchaser not received in time, as well as subsequent amendment of the order. We have the buyer immediately
to inform about the occurrence of such an event.
If the purchaser incurs any damage due to a delay for which we are in accordance with para. 9, he may claim compensation of no more than 0.5% of the price of the
delayed delivery for each full week of delay, but in no case more than 5% of the value of the total delivery claim. otherwise
Compensation claims are excluded.
If the customer sets us - taking into account the statutory exceptions - after the due date, a reasonable period for performance and the deadline is not met,
the customer is entitled to withdraw under the legal regulations. The customer is obliged, at our request, within a reasonable
Time limit to declare whether he withdraws from the contract due to the delay of the delivery or insists on the delivery.
Excess or short deliveries up to 10% of given orders have to be taken over by the customer. If the closing quantity by specifications of the purchaser
exceeded, we are entitled to demand correspondingly higher prices for the surplus of the market situation.
Partial deliveries are permitted.
5. Acceptance, transfer of risk
The acceptance of the deliveries or services must be carried out immediately after notification of completion. This also applies to self-contained partial services
or partial deliveries. Insofar as acceptance has to be made, this shall be decisive for the transfer of risk. She must immediately on the acceptance date,
alternatively, after the message about acceptance readiness. The customer may not accept the acceptance if there is a material defect
deny.
If the parts leave our factory, the risk is transferred to the customer, even if partial deliveries are made or if the shipping or
Delivery costs will be covered by us. If the shipment or acceptance is delayed or omitted due to circumstances beyond our control,
the risk passes to the customer from the day of notification of readiness for dispatch or acceptance. Insurance against damage in transit only occurs
Arrangement and costs of the customer. Goods notified ready for dispatch must be accepted by the customer without delay. Otherwise, we are entitled to post them
to send your own choice or to store at the expense and risk of the purchaser.
6. Retention of title
We reserve ownership of the subject matter of the contract until complete settlement of all claims arising from an ongoing business relationship.
A pledge and chattel mortgage of the reserved goods is not permitted to the purchaser. The customer is obliged to give us access by third parties to the
Contractual object, for example in the case of a seizure, as well as any damage or the destruction of the subject matter of the contract immediately. We
are entitled, in the event of breach of contract by the customer, in particular in the case of default in payment or in the event of a breach of one of the obligations described above
Cancel contract and to reclaim the subject of the contract.
The customer is entitled to resell the subject matter in the ordinary course of business. He already assigns to us all claims in the amount of the invoice from the resale against a third party. We accept the assignment. After the assignment, the customer is to
complies and falls into arrears.
Any processing and processing of the reserved goods shall be undertaken by the purchaser for us as the manufacturer, without any obligations arising for us. Acquires the
Buyer the sole ownership of the new movable thing by force of law, he transfers the co-ownership in the relationship already with contract conclusion
the work of our reserved property on the new thing and keeps it for us free of charge. The same applies if the subject of the contract with other
is mixed with objects not belonging to us.
We undertake to release the securities to which we are entitled in so far as requested by the customer, as their value the claims to be secured,
as far as these are not yet paid, exceeds more than 10%.
7. Warranty, claims for defects
We provide for defects of the subject of the contract, initially at our discretion, by repair or replacement (supplementary performance). To make
All subsequent improvements and replacement deliveries which appear necessary to us are subject to the customer having the necessary time and opportunity after mutual understanding
give; otherwise we are exempt from liability for the resulting consequences. Only in urgent cases of endangerment of operational safety or
Defense against disproportionate damage, whereby we are to inform immediately, the customer has the right to remedy the defect itself or by third parties
and to demand replacement of the necessary expenses from us.
If the supplementary performance fails, a reasonable deadline set for us to remedy the defect has expired fruitlessly or if this is not reasonable for the customer, the
Customer in principle, at its option, demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). With only a minor one
Lack of conformity, especially with only minor defects, the customer has no right of withdrawal.
If the customer chooses to withdraw from the contract because of a legal or material defect after failed supplementary performance, he is not entitled to any compensation
because of the lack too. If the customer chooses to pay damages after clever 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 does not apply if we are malicious the breach of contract
have caused.
No guarantee is given in particular in the following cases: Inappropriate or improper use, faulty installation or commissioning
by the customer or third parties, natural wear, faulty or negligent treatment, improper maintenance, inappropriate equipment, chemical,
electrochemical or electrical influences - if they are not our responsibility.
The warranty limitation period is, except in the case of intent, in case of physical injury, damage to health and loss of life or in cases of § § 438 Abs.
1 Nr. 2, 634a Abs. 1 Nr. 2 BGB (Warranty on buildings, built-in building materials, building-related planning and supervision services)
a year.
For essential third-party products, our liability is limited to the assignment of the liability claims against us against the supplier of the third-party product
entitled.
If the customer claims unjustified warranty without warranty claim, he has all of us in connection with the review of the
Contractually incurred costs.
If the customer or a third party repairs improperly, we are not liable for the resulting consequences. The same applies without our previous
Consent changes made to the subject matter of the contract.
Of the direct costs resulting from the repair or replacement delivery or the costs in the amount of the part price, we bear - as far as
the complaint proves to be justified - the cost of the replacement part including the shipment as well as reasonable demonstrable costs of the export and
Installation.
Unaffected by the above paragraphs, the regulations on the sale of consumer goods, in particular claims for recourse (§§ 478, 479 BGB), remain unaffected
Rule obligations under § 377 HGB are violated.
8. Damages, statute of limitations
We are not liable for damages for defects or other breaches of duty. Exceptions to this are damages resulting from injury to life, the body
or health, if we are responsible for the breach of duty, and for other damages resulting from an intentional or grossly negligent breach of duty
by us or on a guarantee declared by us. Also excluded are damages for which we are liable under the Product Liability Act
or that are due to a culpable breach of material contractual obligations. In the latter case, our liability is limited to the foreseeable,
typically occurring damage. The breach of duty of our legal representatives or vicarious agents is equal to a breach of duty by us.
All claims of the customer - for whatever legal reason - expire in one year. For claims for damages according to section 9, paragraph 1, sentence 2
the legal deadlines apply. They also apply to defects of a structure or to delivery items that are in accordance with their usual use for a
Building and have caused its defectiveness (see paragraph 8 (5)).
9. Tools
Tools remain our property in any case. If within 10 years after the first order no follow-up order has been made, we will follow suit
prior written approval of the purchaser scrapping the tools.
The customer is aware that he has considerable development know-how in the samples and production equipment (tools, molds, templates, etc.) which he has commissioned
of the supplier and that the supplier has a special interest in secrecy. For this reason it is agreed
that a claim of the purchaser to the surrender of the samples and production means, for whatever legal reason, at no time exists, not even at full
Acceptance of the tool costs by the purchaser and / or termination of the supply relationship. The right of the customer, in the presence of legal
Prerequisites To demand money replacement remains unaffected.
10. Final provisions, jurisdiction
The law of the Federal Republic of Germany. The provisions of the UN Sales Convention do not apply.
If the customer is a merchant, a legal entity under public law or a special fund under public law, nothing in the order confirmation
other results, our place of business place of fulfillment and place of jurisdiction; however, we are entitled to sue our contractual partner also at its court of jurisdiction.
Should individual provisions of the contract with the customer including these General Terms and Conditions be wholly or partially ineffective or
this shall not affect the validity of the remaining provisions. The wholly or partially ineffective regulation is to be replaced by a regulation
whose economic success comes as close as possible to that of the ineffective one.
As of July 2004