§ 1 Validity of the T&C
(1) These T&C apply to all service relationships between us and customers who are not consumers. Subject to a specific individual agreement in the individual case, we will act exclusively on the basis of these T&C.
(2) If the customer also uses general terms and conditions (customer T&C), the contract will only be concluded if it is ensured that §§ 2 and 4 of these T&C apply.
If a contract is concluded, the following will apply
(a) §§ 2 and 4 of these T&C,
(b) these T&C and the Customer T&C to the extent that they are consistent,
(c) the statutory regulations, insofar as these T&C and the customer T&C contradict each other.
§ 2 Conclusion of contract
(1) Offers or other product presentations sent by us are not offers in the legal sense.
(2) An offer in the legal sense is made when the customer sends us an order (usually in writing). The customer is bound by this order for 10 calendar days.
(3) The contract is concluded when we accept the offer (the customer’s order) by confirming the order in writing. If our acceptance takes place after the expiry of the 10-day commitment period pursuant to paragraph (2), the contract will nevertheless be concluded if the customer does not object without delay – at the latest within 5 calendar days.
(4) We are entitled to make the contract in our order confirmation dependent on the customer making advance payment. If we make the contract dependent on advance payment only in the order confirmation, the contract will be concluded if the customer does not object immediately – at the latest within 5 calendar days.
§ 3 Delivery
(1) In the order confirmation, we will state the expected delivery time; this will be done by stating the corresponding calendar week in which the delivery is expected to take place.
(2) Exceeding the expected delivery time stated in the order confirmation by up to 4 weeks is still in accordance with the contract. This will not apply if a deviating binding delivery time has been expressly agreed with the customer in an individual case.
(3) If the delivery time is exceeded by 4 weeks, we will only be in default if a reasonable grace period set by the customer has expired. If delivery is delayed due to force majeure, in particular impairment of traffic routes due to extraordinary weather events, acts of war or terrorist attacks, the delivery period will be extended by the delay caused by the aforementioned events.
(4) Upon delivery, the customer will immediately inspect the goods in accordance with § 377 of the German Commercial Code (HGB) and immediately give notice of any defects.
(5) The arrival at the destination specified by the customer (if the transport is to be carried out by us in accordance with the contract) or the handover to the carrier or the provision for collection by the carrier (if the transport is not to be carried out by us in accordance with the contract) will be decisive for the delivery or the time of delivery.
§ 4 Warranty
(1) If products delivered by us are defective and the defect was notified in due time (§ 3 paragraph 4), warranty rights exist in accordance with the following provisions.
(2) The warranty period is 1 year.
(3) The customer must give us the opportunity to inspect products that are the subject of a complaint without delay in order to be able to convince ourselves of the defectiveness. If the customer does not enable us to carry out such an inspection, they will be excluded from warranty claims.
(4) Any defects will be remedied by us after appropriate notification by the customer and inspection by us. This will be done at our discretion by remedying the defect free of charge (rectification) or by replacement delivery.
(5) If the defect cannot be rectified within a reasonable period of time or if the rectification or replacement delivery is deemed to have failed for other reasons, the customer will be entitled to the statutory rights, whereby claims for damages will be limited in accordance with § 7 of these T&C.
§ 5 Payment/Right of retention
(1) If no other agreement has been made and the delivery has not been made dependent on advance payment in the order confirmation, we will issue the invoice with the delivery.
(2) All invoices will be due for payment within 30 calendar days of receipt of the invoice in writing at the latest – unless a different payment period has been agreed or specified in the order confirmation.
(3) All invoice amounts are to be settled without any deduction (discount etc.).
(4) Upon expiry of the payment deadline, the customer will be in default without any formal warning and will owe the statutory default interest. We reserve the right to claim further damages caused by delay.
(5) As long as the customer is in arrears with payments to us to a not only completely insignificant amount, we are entitled to withhold all deliveries – also from other orders from the same customer – until the outstanding claims have been settled.
§ 6 Extended retention of title/processing clause
(1) We retain title to delivered products until full payment of all claims arising from the contract.
(2) As long as title has not yet passed to the customer, the customer is obliged to treat the products with care and to notify us immediately in writing if the products subject to the retention of title are seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer will be liable for the loss incurred by us.
(3) The customer is entitled to resell the reserved goods in the normal course of business. The customer already now assigns to us the claims against his buyer from resale of the reserved goods in the amount of the final invoice amount agreed with us. This assignment will apply regardless of whether the products have been resold without or after processing. The customer remains authorised to collect the debt even after assignment. Our authority to collect the debt ourselves remains unaffected by this. However, we will not collect the debt as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or there is no cessation of payments.
(4) We undertake to release the securities to which we are entitled at the request of the buyer insofar as their value exceeds the claims to be secured by more than 20%.
§ 7 Limitation of liability
(1) The customer’s claims for damages or reimbursement of futile expenses will be governed by the following provisions without regard to the legal nature of the claim.
(2) We will be liable without limitation for damages resulting from injury to life, body or health due to a negligent breach of duty by us or an intentional or negligent breach of duty by a legal representative or vicarious agent of ours.
(3) In the case of other liability claims, we will be liable without any limit only in the absence of a guaranteed quality and for intent and gross negligence on the part of our legal representatives. We will only be liable for the fault of other vicarious agents to the extent of the liability for minor negligence pursuant to paragraph 4.
(4) We will only be liable for minor negligence if an obligation is breached, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligation). In the event of a breach of a cardinal obligation, liability will be limited to such damages as may typically be expected to occur within the scope of the contractual deliverables.
§ 8 Choice of law, place of jurisdiction, writing
(1) All legal relationships between the parties arising from this contract and on the occasion of its implementation and execution will be governed exclusively by German law.
(2) All agreements containing an amendment, supplement or concretisation of these contractual terms and conditions or of a contract concluded between the parties must be in writing; in this respect, it will be sufficient if an agreement not concluded in writing is confirmed in writing by one party to the other and the other party does not immediately object.
(3) Düren is agreed as the place of jurisdiction for all disputes between the parties arising from this contract and on the occasion of its implementation and execution.