Scope of application/Defense clause
1.1 These terms and conditions apply only to persons who, at the time of conclusion of the contract, are acting in the exercise of their commercial or independent professional activity (entrepreneurs), as well as to legal entities under public law and special funds under public law.
1.2 These Terms and conditions shall apply exclusively to all our deliveries and services – including future deliveries and services. Deviating or additional conditions of the customer are not binding for us, even if we do not object in individual cases, unless we acknowledge them in writing. In this case, they only apply to the respective individual contract. Special agreements made between us and the customer remain unaffected by this.
2.1 Our offers are non-binding, unless expressly designated as binding.
2.2 The customer is bound to his order for a period of two weeks from receipt by us.
2.3 Orders, additions and changes to an order are accepted if we confirm them in writing; the execution of the delivery, the receipt of a delivery note or an invoice by the customer are considered confirmation.
2.4 The conclusion of the contract is subject to the correct and timely self-delivery. This does not apply if we are responsible for the non- or incorrect delivery, in particular if we have not concluded a congruent hedging transaction. We will inform the customer immediately about the unavailability of the goods and immediately refund any consideration rendered.
2.5 We reserve the rights of ownership and copyrights to illustrations, drawings, calculations, cost estimates and other documents. These documents may only be made accessible to third parties with our prior consent.
3.1 Our prices are net ex works plus the respective statutory value added tax and plus packaging, transport and other ancillary costs.
3.2 We reserve the right to change our prices appropriately if the prices applicable in relation to our suppliers change after the conclusion of the contract and this was not foreseeable at the conclusion of the contract with our customers.
3.3 Our claims are due upon delivery of the goods to the customer and payable without deduction in euros. Discount is granted only with a separate written agreement. In the event of late payment, we are entitled to the statutory rights.
3.4 We reserve the right to accept bills of exchange and cheques; they are always accepted only on account of performance, with the calculation of all costs and expenses and without guarantee for timely presentation and lodging of a protest. The customer must reimburse us for any costs for return direct debits (e.g. for EC, bank or debit card payment).
3.5 If the customer is in arrears with a payment for more than two weeks, if he has stopped his payments or if it becomes apparent from other circumstances after the conclusion of the contract that our claims are at risk due to the lack of performance of the customer, we can make our claims from all contracts due for payment immediately. For undelivered goods, we can set a reasonable deadline for advance payment or security deposit. After an unsuccessful expiry of the deadline, we can withdraw from the contract and claim damages.
3.6 Notwithstanding any other provisions of the customer, we are also entitled to offset his payments against his older debts first. If costs and interest have already been incurred, we are entitled to offset the customer’s payments first against the costs, then against the interest and finally against the main claim.
3.7 The customer is only entitled to offset or to exercise rights of retention if the counterclaim is undisputed or has been legally established. In addition, the customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
4.1 The delivery times, deadlines and dates specified by us are non-binding, unless expressly agreed otherwise in writing. If they are non-binding, delivery times are only approximate. Deadline days are always working days; Saturdays are not considered working days. Agreed delivery deadlines begin with the conclusion of the contract, but not before receipt of an agreed down payment; the same applies to changes in deadlines. The delivery deadline is met for orders without assembly if the delivery item has left our factory before its expiry. In any case, we will only be in default by written reminder after the due date.
4.2 If it is reasonable for the customer, we are entitled to make partial deliveries and to make deliveries before the agreed date.
4.3 Technical deviations in the design or execution of information in catalogues and other written documents that are reasonable for the customer, as well as model and design changes in the course of technical progress are permitted.
4.4 We are not responsible for events of force majeure or other unforeseeable circumstances for us (in particular procurement, manufacturing, delivery disruptions, strikes, lockouts, with us or our suppliers) and release ourselves from our delivery obligation for the duration of the disruption and a reasonable start-up time — even during an already existing delay. This also applies if we do not receive the necessary third-party approvals for the execution of deliveries in a timely manner. In the event of a fixed transaction, the customer is entitled to withdraw from the contract.
4.5 Our delivery obligation is suspended as long as the customer is not only insignificantly in arrears with a liability. Any costs incurred by us as a result of this shall be borne by the customer. If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled, without prejudice to further claims, to demand compensation for the damage incurred by us in this respect, including any additional expenses.
4.6 If we do not provide a service on time, the customer can only withdraw according to the statutory provisions if we are responsible for the delay; a reversal of the burden of proof at the expense of the customer is not connected with this.
4.7 Transport and all other packaging in accordance with the Packaging Ordinance – with the exception of pallets – will not be taken back and disposed of by the customer at his own expense.
4.8 If our scope of delivery also includes software from third parties, their license conditions also apply to this extent.
5.1 The goods are free of defects if they correspond to the agreed quality, which results from the written order confirmation and our product description. Public statements, praise and advertising by us, a manufacturer or assistants are irrelevant for the quality.
5.2 The customer is responsible for the commercial inspection and notification obligations (§ 377 HGB). Detected defects must be notified in writing within 3 working days at the latest, stating the specific complaints. Deliveries are to be accepted by the customer, even if they have insignificant defects.
5.3 The customer must notify in writing immediately, at the latest within 3 working days after their discovery, of material defects that are not recognizable even with a proper examination, stating the specific complaints.
5.4 In the case of the delivery of used goods, claims due to a material defect are excluded.
5.5 The customer gives us the opportunity to check complaints of defects – also by third parties. If the notification of defects turns out to be unfounded, the customer is obliged to reimburse us for the expenses incurred for the inspection, unless he is not responsible for the unfounded notification of defects.
5.6 In the event of defects, we will, at our discretion, rectify the defect or deliver a new one (supplementary performance). In the event of failure, unreasonableness or refusal of subsequent performance, the customer may reduce the price or – in the event of not only insignificant defects – withdraw from the contract or claim damages in accordance with para. 6 Require «liability». Only in urgent cases of endangerment of operational safety and to avert disproportionately large damages, the customer, after having informed us of this immediately, has the right to have the defect rectified by himself or by third parties and to demand reimbursement of the necessary costs from us.
5.7 We do not assume any expenses in connection with subsequent performance arising from the fact that the goods sold have been taken to a place other than the agreed place of performance, unless this would correspond to their contractual use. Replaced parts become our property and are to be returned to us.
5.8 The customer cannot assign claims for defects.
5.9 If the customer is claimed by a consumer or by way of recourse by an entrepreneur because of a defect in the goods, he must notify us of this immediately. Recourse against us is only possible to the extent that the customer has not concluded an agreement with his customer that goes beyond the statutory warranty claims.
5.10 In the case of overnight deliveries, the customer must examine the relevant delivery of goods immediately. In the case of a proper examination, recognizable transport damage, quantity deviations, incorrect deliveries and losses must be reported no later than 12:00 o’clock of the delivery day or, if this is a Saturday or public holiday, no later than 12:00 o’clock of the next working day. The above provisions apply to other defects.
Liability
