Conditions
§ 1. General
1.1 The following general terms and conditions of sale, delivery and payment apply exclusively to the contract. Conflicting general terms and conditions of the buyer do not become part of the contract, even if we do not expressly object to them.
1.2 Our terms and conditions also apply to future transactions and contracts of the same type with the buyer.
1.3 These conditions only apply to merchants.
1.4 All agreements made between us and the buyer for the purpose of executing this contract must be set out in writing in this contract.
§ 2 Offer and conclusion of contract
2.1 Our offers are subject to change and non-binding. The purchaser's order represents a binding offer. Orders require our written or telex confirmation to be legally effective.
2.2 Our sales staff are not authorized to make verbal side agreements or to give verbal assurances that go beyond the content of the written contract.
2.3 The contract is concluded subject to the correct and timely delivery to us by our suppliers. This only applies in the event that we are not responsible for the non-delivery, especially when concluding a congruent hedging transaction with our supplier. The buyer will be informed immediately about the non-availability of the goods. Advance payments by the buyer will be refunded immediately.
§ 3 Prices
3.1 Unless otherwise stated, all prices are in euros. Statutory value added tax is not included in our prices; it is shown separately on the invoice at the statutory rate on the day of invoicing.
3.2 Our prices apply ex works. They do not include freight, postage, insurance and other shipping costs unless otherwise agreed.
3.3 We reserve the right, in the case of continuing obligations and contracts in which there are more than four months between the conclusion of the contract and the agreed delivery date, to adjust the prices according to the actual and proven cost increases in production and delivery, in particular due to a price increase due to raw material shortages, increased energy -, packaging and transport costs, weather, growth or currency fluctuations to the extent that the cost increase is not compensated by a reduction in other cost factors of the price structure. The upper limit of the price increase is the price that we generally enforce on the market for the goods in question. The buyer is only entitled to terminate or withdraw from the contract if the price increase significantly exceeds the increase in general living expenses between order and delivery. Similarly, we will pass on uncompensated material price reductions to the buyer.
§ 4 Payments
4.1 Payments are to be made net (without deduction) immediately after receipt of the invoice, unless the order confirmation states otherwise.
4.2 Bills of exchange and checks are only accepted after special agreement and on account of performance without granting a discount. Discount and other expenses are borne by the buyer, who must pay them immediately. We are not liable for the timely presentation, protest, notification and return of the bill of exchange unless we or our vicarious agents acted with intent or gross negligence.
4.3 If the buyer is in default of payment, we are entitled to demand interest of 9 percentage points above the officially determined base interest rate as a flat-rate compensation from the relevant point in time. They are to be set lower if the buyer proves a lower burden; proof of a higher damage by us is permissible.
4.4 If the purchaser is in arrears with the payment of a claim, in whole or in part, all existing claims are due for payment immediately.
§ 5 Delivery
5.1 Delivery is at the expense and risk of the recipient, even in the case of delivery free receiving station. Unless expressly agreed otherwise, we reserve the right to choose the transport route and the means of transport. Partial deliveries are permitted. The risk passes to the buyer when the goods leave the delivery works or are made available to the buyer - as in the case of default of acceptance.
5.2 If we are in default of delivery for reasons for which we are responsible or if delivery becomes impossible for us for reasons for which we are responsible, liability for damages in the case of slight negligence is limited to the foreseeable damage typical of the contract.
5.3 Even in the case of specially agreed delivery or service periods (fixed deadlines, etc.), we are on strike in the event of circumstances beyond our control or force majeure such as war, mobilization and unforeseeable and unavoidable disruptions to operations in our operations and disruptions to operations in the operations of our suppliers, in the event of unforeseeable and unavoidable shortages of raw materials , lockout, lack of energy, failure of the means of transport, effects and measures due to epidemics and pandemics, etc., whenever the timely and proper delivery or service is temporarily impossible through no fault of our own, entitled to extend the delivery or service deadlines for the duration of the disruption and to extend another reasonable term. Exceeding the delivery time due to the aforementioned reasons does not entitle the buyer to withdraw from the contract or to hold us responsible for any damage incurred. _cc781905-5cde-3194 -bb3b-136bad5cf58d_ Ist eine vertrags-gemäße Lieferung oder Leistung im Falle permanently impossible due to the aforementioned circumstances through no fault of our own, we are entitled to withdraw from the contract in whole or in part.
§ 6 Shipping
Shipping is generally by freight or forwarding agent. We reserve the right to choose the shipping method. If no specific regulations are made for shipping, the statutory provisions shall apply. Additional costs for urgent and express shipments as well as transport costs from the receiving station to the customer are to be borne by the buyer. Delivery is from Greven.
§ 7 Retention of title
7.1 Our deliveries are made exclusively under retention of title. The transfer of ownership takes place upon fulfillment of all claims that we are entitled to against the buyer for any legal reason now or in the future. This also applies if the price for certain deliveries of goods designated by the buyer has been paid. In the case of a current account, the retention of title applies as security for our balance claim.
The treatment or processing of goods delivered by us, which are still our property, always takes place on our behalf.
7.2 If our (joint) ownership of the delivered goods expires as a result of combining or mixing, it is already agreed that the buyer's (joint) ownership of the uniform item shall pass to us in proportion to the value (invoice value).
7.3 The buyer is entitled to sell the delivered reserved goods in the ordinary course of business as long as he is not in default. Pledging or assignment as security is prohibited.
7.4 The buyer assigns the claims arising from the resale or any other legal reason (insurance, tort, etc.) with regard to the reserved goods (including all current account balance claims) to us in full as a precaution. The buyer is authorized to collect the assigned claim for us, but only for as long as he fulfills his contractual obligation to pay us. Any costs of interventions are borne by the buyer. As soon as the buyer violates his obligation to pay, we can revoke his authorization to collect the claim. Our notification of the buyer's customer of the assignment is deemed to be a revocation of the direct debit authorization. If we revoke the authorization to collect, the buyer is obliged to notify his customer of the assignment and to provide us with the information and documents required to assert our rights against the customer.
7.5 If the value of the assignments given to us - including the advance assignment - and securities exceeds our delivery claims by more than 20%, we shall release corresponding securities of our choice at the request of the buyer.
7.6 The buyer is obliged to carefully store the reserved goods until they are sold, processed, combined or mixed. In the case of processing, connection or mixing, the buyer has this obligation with regard to the newly created item.
7.7 If third parties access the reserved goods, the buyer will point out our (co-)ownership and notify us immediately in writing. In the event of seizure, he must send us a copy of the seizure record and an affidavit at the same time, stating that our retention of title to the seized item still exists.
7.8 In the event of breach of contract by the buyer - in particular default in payment - we are entitled to take back the goods subject to retention of title or, if necessary, to demand the assignment of the buyer's claims for return against third parties. If the consumer credit law does not apply, taking back or pledging the goods subject to retention of title by us does not constitute withdrawal from the contract.
7.9 It is not necessary to withdraw from the contract in order to assert the retention of title.
7.10 All rights existing in our favor from the agreed security agreements, in particular security and reservation of ownership in all forms, can be transferred by us.
§ 8 Warranty
8.1 The warranty rights of the buyer presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to §§ 377, 378 HGB.
8.2 If the complaint is justified, we will deliver a replacement free of charge for the returned goods or, at our option, carry out improvements in accordance with the original order, insofar as we are able to do so. We are free to refer the buyer to his right to reduce the payment or to cancel the contract instead of making a replacement delivery or rectification. If the replacement delivery or repair is also defective, we have the right to a further replacement delivery or repair. If the replacement delivery or rectification finally fails after a reasonable period of time, the buyer can choose to demand a reduction in payment or cancellation of the contract.
8.3 The warranty claims of the buyer expire one year after delivery of the goods to the buyer. This period does not apply insofar as § 479 paragraph 1 BGB (right of recourse) is applicable and prescribes longer periods, in the case of intent, fraudulent concealment of the defect, failure to comply with an unrestricted Durability guarantee or in the event of injury to life, limb or health. In this case, the statutory provisions apply.
§ 9 Liability
9.1 We are only liable to the customer for damages insofar as we are responsible for a disruption in performance. We only have to represent
a) the violation of essential contractual obligations based at least on simple negligence, the violation of which jeopardizes the achievement of the purpose of the contract,
b) the intentional or grossly negligent breach of non-essential contractual obligations,
c) culpable injury to life, limb or health,
d) Defects which we have fraudulently concealed or the absence of which we have guaranteed or
e) Defects in the delivery item, insofar as there is liability under the Product Liability Act for personal injury or property damage to privately used items.
9.2 Unless there is gross negligence on the part of the management or senior employees, the obligation to pay damages in cases according to § 9 paragraph 1a)-b) is limited to the foreseeable damage that is typical for the contract.
9.3 Any further liability is excluded regardless of the legal nature of the asserted claim; this applies in particular to tortious claims or claims for reimbursement of wasted expenses instead of performance. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and vicarious agents.
9.4 All contractual claims for damages become time-barred within 12 months from the transfer of risk. The statutory limitation periods apply if fraudulent intent or intent can be proven on our part or in the event of injury to life, limb or health. The statutory limitation periods for cases of delivery recourse in accordance with §§ 478, 479 BGB remain unaffected.
§ 10 Place of Performance, Place of Jurisdiction, Applicable Law, Final Provisions
10.1 The place of performance is our place of business.
10.2 The place of jurisdiction for disputes with buyers who are merchants, a legal entity under public law or a special fund under public law is the court responsible for our place of business. However, we reserve the right to sue at the buyer's place of business.
10.3 German law applies. The validity of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
10.4 The assignment of claims against us requires our written consent to be effective. However, we will not withhold consent without good reason.
10.5 We are entitled to assign claims from this contract to third parties. In addition, we are entitled to transfer the rights and obligations arising from this contract to a third party, insofar as the third party takes over the rights and obligations from the contract in full.
§ 11 Data protection
We are entitled to collect, store, process and use information and data about the buyer in accordance with the rules of the GDPR and the Federal Data Protection Act for the fulfillment of the contract and to pass them on to third parties for the purpose of debt collection or outsourced debtor management for storage, processing and use.
Greven, August 2022