§ 1 validity of the conditions
(1) The deliveries, services and offers of the seller are made exclusively on the basis of these terms and conditions. At the latest with the receipt of the goods or services, these conditions are considered accepted. For the scope of services, our written order confirmation is authoritative. Counter-confirmations or orders of the buyer with reference to its terms and conditions are hereby rejected.
(2) Deviations from these terms and conditions are only effective if the seller confirms them in writing.
§ 2 offer and contract
(1) The offers of the seller are non-binding. Declarations of acceptance and all orders with the exception of repair orders require the written or telex confirmation of the seller to be legally effective. The same applies to additions, amendments and ancillary agreements.
(2) Drawings, illustrations, dimensions, weights or other performance data are only binding if expressly agreed in writing.
(3) The sales employees of the seller are not authorized to make oral side agreements or give verbal assurances that go beyond the content of the written contract.
§ 3 prices
(1) Unless otherwise stated, the seller shall be bound by the prices contained in his offers for 30 days from the date of their delivery. Decisive are the prices stated in the order confirmation of the seller plus the respective statutory sales tax. Additional deliveries and services will be charged separately.
(2) The prices are, unless otherwise agreed, from Mayen plus normal packaging and freight to the destination (destination station).
If the cost basis is changed by increasing the material, labor and other costs up to the day of delivery, we reserve the right to a price correction.
The payments are to be agreed on a case-by-case basis, assuming that the method of payment will be adequate.
If the payment deadlines are exceeded, we will charge an annual interest rate of 2% above the applicable Bundesbank discount rate, but at least 5%.
The withholding of payments or the offset with counterclaims is not possible. We reserve the right to demand the provision of suitable securities.
§ 4 delivery and service time
(1) Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing.
(2) Delivery and performance delays due to force majeure and events that make the delivery significantly more difficult or impossible for the seller - in particular strike, lockout, machine damage, official orders, etc., even if they are with suppliers of the seller or their subcontractors - the seller is not responsible for bindingly agreed terms and dates. The delivery or processing period will be extended appropriately by the duration of the hindrance plus a reasonable start-up time.
In the case of subsection 2 sentence 1, the seller is entitled to withdraw from the contract in whole or in part because of the part not yet fulfilled.
(3) If the hindrance lasts longer than the months, the buyer is entitled, after a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if the seller is released from his obligation, the buyer can not derive any claims for damages. The seller can only invoke the said circumstances if he notifies the buyer immediately.
(4) If the seller is responsible for the non-observance of bindingly agreed deadlines and deadlines or is in default, the buyer is entitled to a compensation of 1/2% for each completed week of delay, but in total up to a maximum of 5% the invoice value of the deliveries and services affected by the delay. Further claims are excluded, unless the delay is based on at least gross negligence of the seller.
(5) The seller is entitled to partial deliveries and partial services at any time.
§ 5 Transfer of risk
The risk passes to the buyer as soon as the consignment has been handed over to the person carrying out the transport or has left the seller's warehouse for the purpose of dispatch. If shipment becomes impossible through no fault of the seller, the risk passes to the buyer with the notification of readiness for shipment.
§ 6 Warranty
(1) The seller warrants that the products are free from manufacturing and material defects; For the warranty period, the statutory periods apply.
(2) The warranty period begins with the delivery date. Failure to follow Seller's operating or maintenance instructions, changes to the products, replacement of parts or use of consumables that do not conform to the original specifications will void any warranty.
(3) The buyer must notify the seller in writing without delay, but at the latest within one week of receipt of the delivery item. Defects that can not be discovered even after careful examination within this period must be reported to the seller in writing immediately after discovery.
The seller reserves the right to repair at his option. This can be done in the way that:
a) the defective part or device is sent to the seller for repair and subsequent return;
b) the purchaser holds the defective part or device in stock and a service technician of the seller is sent to the purchaser to carry out the repair.
If Buyer requires Warranty Services to be performed in a location specified by Seller, Seller may comply with such request and parts under warranty shall not be charged while working time and travel expenses shall be payable at Seller's standard rates.
(4) If the rectification fails after a reasonable period of time, the purchaser can, at his discretion, demand a reduction in the price or rescission of the contract.
(5) Liability for normal wear and tear is excluded,
(6) Warranty claims against the seller are only available to the direct buyer and are not assignable.
(7) The above paragraphs conclusively contain the warranty for the products and exclude other warranty claims of any kind. This does not apply to claims for compensation for property assurances which are intended to protect the buyer against the risk of consequential damage.
§ 7 Additional work
Any necessary electrical or connection work or preparatory work is not the responsibility of the seller and always at the expense of the buyer on his account.
§ 8 Retention of title
(1) Until satisfaction of all claims (including all balance claims from current account), which are due to the seller for any legal reason against the buyer now or in the future, the seller shall be granted the following securities, which he will release upon request at his option, as far as they are Value exceeds the claim sustainably by more than 20%.
(2) The goods remain the property of the seller, processing or transformation always occurs for the seller as a manufacturer, but without obligation for him. If the (co-) ownership of the seller expires through a connection, it is already agreed that the (co-) ownership of the buyer in the unified item will pass to the seller in proportion to the value (invoice value). The buyer stores the (co-) ownership of the seller free of charge. Goods to which the seller is entitled (co-owned) are referred to below as reserved goods.
(3) The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or collateral assignments are inadmissible. The purchaser hereby assigns to the seller all claims arising from the resale or any other legal reason (insurance, tort) with regard to the reserved goods (including all balance claims from current account) to the seller in full. The seller revocably authorizes him to collect the claims assigned to the seller for his account in his own name. This collection authorization can only be revoked if the buyer does not meet his payment obligations properly.
(4) In the case of access by third parties to the reserved goods, the buyer will point out the property of the seller and inform him immediately.
(5) In case of breach of contract by the buyer - in particular default of payment - the seller is entitled to take back the reserved goods or, if necessary, to demand assignment of the buyer's claims for return against third parties. In the withdrawal as well as in the garnishment of the reserved goods by the seller - as far as the Abzahlungsgesetz is not applicable - no withdrawal from the contract.
§ 9 payment
(1) Unless otherwise agreed, the seller's invoice shall be payable immediately after invoicing without deduction.
(2) A payment is deemed to be made only if the seller can dispose of the amount. In the case of checks, the payment is deemed to have been made when the check is cashed.
(3) If the buyer is in default, the seller is entitled to charge interest from the relevant date in the amount of the interest rate charged by the commercial banks for open current account credit plus VAT. They are then set lower if the buyer proves a lower burden.
(4) If the seller becomes aware of circumstances that call into question the creditworthiness of the buyer, in particular if he does not pay the check or cease his payments, or if the seller becomes aware of other circumstances that call into question the creditworthiness of the buyer, then Seller is entitled to pay the total remaining debt, even if he has accepted checks. In this case, the seller is also entitled to demand advance payments or security.
(5) The buyer is only entitled to set-off, retention or reduction, even if complaints of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.
§ 10 Design changes
The seller reserves the right to make design changes at any time; however, he is not obliged to make such changes to products already delivered.
§ 11 secrecy
Unless expressly agreed otherwise in writing, the information provided to the Seller in connection with orders shall not be considered confidential.
§ 12 Limitation of Liability
Claims for damages due to impossibility of performance, positive breach of contract, culpa in contrahendo and tort are excluded both against the seller and against his vicarious agents, unless there is intentional or grossly negligent action.
§ 13 Applicable law, place of jurisdiction, partial nullity
(1) These terms and conditions and the entire legal relationship between seller and buyer shall be governed by the law of the Federal Republic of Germany.
(2) As far as the buyer is a registered trader within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, 56727 Mayen is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
(3) Should a provision in these terms and conditions or a provision in the context of other agreements be or become ineffective, this shall not affect the validity of all other provisions or agreements.
Additional conditions for processing orders
§ 14 material
(1) For special tools, gauges, fixtures, etc., which we must procure, we reserve ourselves a corresponding calculation. They remain our property.
(2) Obligations of the customer
The customer shall provide us with the parts intended for processing or the materials to be provided by him free of charge to our factory.
He will send us a shipping notification stating our order or offer number. The orderer gives us the exact material designation with specification of the strength, the intended use, and as far as necessary for the processing, also the chemical analysis.
The materials provided are dimensionally stable, free-impact as well as cleanly cleaned and delivered with normal machining allowances. In addition, it is assumed that the type and behavior of the parts to be machined no difficulties arise that affect the processing, such as voids, warping or cracking during heat treatment, release of tensions, non-weldable material.
If the above prerequisites are not met, we may charge for overtime or replacement costs or withdraw from the contract, whereby the purchaser must pay a corresponding part of the compensation.
Waste material arising during processing will be our property unless otherwise agreed. The equivalent value was taken into account in the pricing.
§ 15 delivery time
a) The processing period begins - assuming agreement of the parties - with the dispatch of the order confirmation, but not before receipt of the workpieces to be processed,
Provision of the documents to be procured by the purchaser, permits, releases and receipt of the agreed down payment.
b) The processing period is respected if the processed object has left our factory or the readiness for shipment has been notified by the time it expires. - Partial deliveries are permitted.
c) The processing period shall be extended appropriately in case of unforeseen obstacles beyond our control - no matter whether in our factory or at our possible subcontractors - eg strike, lockout, breakdowns.
The aforementioned circumstances are not responsible for us even if they occur during an already existing default. In important cases, we will immediately inform the purchaser of the beginning and end of such obstacles.
d) A compensation for delay is not granted, unless a special agreement is made in individual cases.
§ 16 insurance
At the request of the purchaser, we are exempted to take out for his account the insurance requested by him for the time in which the object to be processed is located in our factory.
§ 17 acceptance
After completion of the processing, the work is to be accepted by the purchaser in our factory. The readiness for acceptance will be communicated to the customer in writing. If defects show up during the acceptance, we will remove them within the scope of our warranty.
Insignificant defects shall not release the purchaser from acceptance, without prejudice to his rights under § 7 of these conditions.
If the acceptance is not carried out for reasons for which we are not responsible, the work shall be deemed to have been accepted one week after the dispatch of our message of readiness for acceptance.
Special acceptance tests must be agreed upon order; the costs of such tests shall be borne by the purchaser.
§ 18 Liability
We will provide our services with the usual care in our own affairs. For defective processing we are liable in such a way that we repair the defect by repair or, if this is not possible or not reasonable, by processing a replacement piece to be procured free of charge by the customer.
Instead of rectification or reworking, we are free to compensate the purchaser in compensation for his claims for damages demonstrably incurred as a result of defects, but limited to a maximum of the processing fee.
This statement of defects must be reported to us immediately. For the elimination of defects, the necessary time and opportunity must be granted to us, otherwise we are exempt from liability for defects.
If damage to the object to be processed is caused in any other way than by defective processing, which we have culpably caused, the above provision shall apply accordingly.
Our liability - for whatever legal reason - is limited to the amount of the consideration received for processing.
We are not liable for defects resulting from the nature and behavior of the materials during processing (eg voids, distortion or cracking during heat treatment, release of stresses, non-weldable material).
If the materials become unusable due to their behavior or due to material defects, then we shall have to pay a corresponding part of the agreed remuneration for the processing already carried out.
For the correctness of the documents to be supplied by the customer, drawings, models, gauges, samples or the like, this is exclusively responsible.
Our liability does not apply if any defects are eliminated by the customer or a third party.
We assume liability for a period of 6 months calculated from acceptance in accordance with § 6. The right of the purchaser to assert claims from defects, becomes time-barred from the time of the legal complaint to 3 months, but at the earliest with the expiry of the aforementioned six-month period.
The above provisions shall apply mutatis mutandis if the repair or reworking of a replacement part is deficient.
§ 19 resignation
a) The orderer is entitled to a right of withdrawal if the execution of the order becomes impossible if, in the event of default, we culpably let fruitlessly pass a reasonable period of grace set by us for the remedying of a defect for which we are responsible, or if the remedy of the defect proves impossible. If the impossibility occurs during a default of acceptance or through the fault of the customer, he remains obliged to pay the agreed remuneration.
b) In the event of unforeseen events within the meaning of § 15 of these provisions and in the event of subsequent impossibility of execution, we are entitled to withdraw wholly or partly from the contract. In this case, the costs incurred by us until the cancellation are to be reimbursed.
§ 20 Place of performance
The place of fulfillment for the service is the seat of our work commissioned with the processing. Place of performance for payment is the registered office of our company.