Conditions
§ 1 Scope of Application
1. These sales terms apply exclusively to contractors, legal entities, or special assets under public law according to § 310 Paragraph 1 German Civil Code. Terms of the purchaser contradictory to or deviating from our sales terms can only be considered accepted as long as we grant our approval expressly and in writing.
2. these sales terms also apply to all future business transactions with the purchaser, as long as they are classified as legal transactions of similar nature (as a precaution, the sales terms should always be attached to the order confirmation).
3. Agreements made with the purchaser on a case-by-case basis (including collateral agreements, additions, and modifications) take precedent over these sales terms under any circumstances. A contract and/or our acknowledgement in writing, subject to counterevidence, is decisive for the content of such agreements.
§ 2 Proposal and Conclusion of Contract
Provided that an order is to be considered a proposal in compliance with § 145 German Civil Code, we can accept it within two weeks.
§ 3 Provided Documents
§ 3 Provided Documents
We reserve property rights and copyrights on all documents provided to the purchaser relating to the placing of the order and including documents in electronic form, such as calculations, sketches etc. These documents may not be given access to third parties unless we give the purchaser our express consent in writing. If we refrain from accepting the purchaser’s proposal within the period indicated in § 2, these documents must be returned to us immediately.
§ 4 prices and payment
1. Unless otherwise agreed upon in writing, our prices apply ex works / as of delivery exclusive of packaging and plus value-added tax at the valid amount. Packaging costs are invoiced separately.
2. the payment of the purchase price must be made exclusively according to the invoice. the deduction of a discount is only permitted in case of a specific agreement in writing.
3. Unless otherwise agreed upon, the purchase price must be paid within 10 days following delivery unless the invoice shows a different payment due date. Default interest is charged in the amount of 8% over the respective base interest rate. The enforcement of a higher damage caused by delay remains reserved.
4. Provided that no fixed price agreement has been made, the right to implement appropriate price changes due to modified labor, material, and distribution costs for deliveries occurring 3 months or more after the conclusion of the contract remain reserved.
§ 5 Rights of Retention
The purchaser is merely authorized to exercise his right of retention inasmuch as his counterclaim is based on the same contractual relationship.
§ 6 Delivery Time
1. The beginning of the delivery time indicated by us requires the timely and orderly fulfillment of the purchaser’s obligations. The right to object to the unfulfilled contract remains reserved.
2. If the purchaser’s acceptance is delayed or he culpably breaches any other obligations to cooperate, we are entitled to demand compensation for the damage caused including any additional expenses. The right to further claims remains reserved. Provided that the preceding conditions exist, the risk of accidental loss or deterioration of the purchased item is transferred to the purchaser at the point where he has come into default of acceptance or debt.
3. We bear liability in case of delays in delivery not deliberately or grossly negligently caused by us for every completed week of delay within the limits of a compounded compensation for delay amounting to 3% (however never more than 15%) of the delivery value.
4. Further legal claims and purchasers‘ rights due to a delay in delivery remain unaffected.
§ 7 Dispatch Risk Transfer
Whenever the merchandise is dispatched to the purchaser upon his request, the risk of accidental loss or deterioration of the merchandise is transferred to the purchaser at the point of dispatch (as soon as the merchandise has exited the factory/warehouse at the latest). This applies regardless of whether the merchandise is dispatched from the place of performance and of which party has committed to bear the freight costs.
§ 8 Reservation of Ownership
1. We reserve the right to ownership of the delivered item up until all demands indicated in the delivery contract have been met completely. This also applies to all prospective deliveries, even if we do not always refer to this right explicitly. We are entitled to revoke the purchased item whenever the purchaser acts in violation of the contract.
2. The purchaser is obliged to treat the purchased item with care whilst he has not yet gained the property rights. Whenever maintenance and inspection tasks need to be performed, the purchaser is obliged to have them conducted in a timely manner and at his own expense. As long as the purchaser has not yet gained the property rights, he must notify us in writing immediately in case the delivered object has been impounded or exposed to any other interventions on behalf of third parties. Insofar as the third party is incapable of reimbursing us for all judicial and extra-judicial costs relating to a lawsuit filed in compliance with § 771 German Code of Civil Procedure, the purchaser bears liability for the accrued expenses.
3. The purchaser is entitled to resale of the reserved goods within the limits of a regular business transaction. The claims towards the purchaser relating to the resale of the reserved goods are transferred to us by the purchaser already, amounting to the final invoice amount (including value-added tax) agreed upon with us. This transfer applies regardless of whether the purchased item has been resold devoid of or after processing. The purchaser remains entitled to the collection of the receivables even after the completion of the transfer. Our authorization to collect the receivables ourselves remains unaffected thereby. However, we shall not collect the receivables as long as the purchaser meets his payment obligations stemming from the received proceeds, is not in default of payment, and, in particular, has not filed an application for the initiation of insolvency proceedings and no suspension of payments is demonstrable.
4. The processing or restructuring of the purchased item by courtesy of the purchaser always occurs on our behalf and order. In this case, the purchaser’s expectant right pertaining to the purchased item is sustained with regards to the transformed item. Provided that the purchased item is processed in combination with other objects not belonging to us, we shall acquire co-ownership of the transformed item proportional to the objective value of our purchased item in comparison with the other processed objects at the time of processing. The same applies for the case of blending. As long as the blending occurs in a way that the purchaser’s item is to be considered the principal object, it is agreed that the purchaser shall transfer proportional co-ownership to us, thereby storing the respective sole or co-property for us. In order to safeguard our claims against the purchaser, the purchaser also transfers receivables to us that arise by means of the combination of the reserved goods with any property against a third party; we shall already accept this assignment. .
5. We shall commit ourselves to release the securities we are entitled to upon request of the purchaser insofar as its value exceeds the claims to be secured by more than 20 percent. .
§ 9 Warranties, Complaints, and Recourse against the Manufacturer
1. The occurrence of warranty rights for the purchaser requires him to have fulfilled his obligations to inspect and notify defects in compliance with § 377 German Commercial Code.
2. Claims for defects become time-barred one year after delivery of the respective merchandise to the purchaser. In terms of claims for damages in case of intent and gross negligence as well as any infringement of human life, body and health based on an intentional or negligent breach of duty on behalf of the user, the legal limitation period applies. Provided that the law creates obligatory conditions for longer grace periods in compliance with § 438 Paragraph 1 Nr. 2 German Civil Code (Buildings and Objects for Buildings), § 445b German Civil Code (Right of Recourse), and § 634a Paragraph 1 German Civil Code (Construction Defects), these grace periods apply. Prior to possible returns of merchandise, our consent must be obtained.
3. If the delivered merchandise demonstrates a defect already existing at the time of the transfer of risk despite ultimate diligence in the manufacturing process, we shall improve or replace the merchandise subject to timely notification of defects. The purchaser shall provide us with the opportunity for supplementary performance within an appropriate period. Recourse claims remain unaffected by the preceding regulation without limitation.
4. If supplementary performance fails, the purchaser may withdraw from the contract or reduce the compensation irrespective of possible claims for damages.
5. Claims for defects do not exist in case of merely minor deviations from the agreed condition, merely minor impairment of usability, natural wear-and-tear as well as damages occurring after the transfer of risk as a result of erroneous or careless treatment, excessive use, unsuitable operating materials, imperfect construction work, unsuitable building ground or due to special external influences not assumed by the contract. If the purchaser or a third party carries out any improper repair or maintenance work or modifications, claims for defects neither arise for these modifications nor for resulting impacts.
6. Purchasers‘ claims pertaining to essential expenses for the purpose of supplementary performance, especially transport, road, labor, and material costs, are excluded insofar as these expenses increase due to the fact that the merchandise delivered by us was later shipped to a different location than the purchaser’s branch office, unless the shipment conforms to its intended use.
7. Purchasers‘ recourse claims against us merely exist to the extent that the purchaser has not made any agreements going beyond the claims for defects prescribed by the law with his buyer. For the extent of the purchaser’s right of recourse against the supplier, Paragraph 6 applies.
§ 10 Booking Seminars
In order to book a seminar, you will need to register with us. The registration for a booked seminar will not be completed until you perform the payment of the seminar price based on the “first come first serve“ principle. In the case of non-registration, the purchaser receives the price paid back immediately. Withdrawal after registering is only possible up until 45 days prior to the beginning of the seminar and entailing the payment of a cancellation / processing fee amounting to € 800.00.- plus statutory sales tax. Withdrawals are only possible when communicated in writing and are effective as of receipt.
§ 11 Liability
Attendance at seminars always takes place at the purchaser’s own risk. Generally and in compliance with legal provisions, we bear liability solely for damages pertaining to the injury to human life, body or health attributable to a (deliberate or negligent) fault on our own part or on the part of a legal representative or vicarious agent as well as for coarse fault pertaining to the causation of other damages based on a grossly negligent breach of duty on our own part or a deliberate or grossly negligent breach of duty on the part of a legal representative or vicarious agent.
§ 12 Other
1. This contract including the entire legal relations between the parties are subject to the law of the Federal Republic of Germany under exclusion of UN sales law (CISG).
2. Provided that no other agreements result from the order confirmation, our registered office constitutes the place of performance as well as the exclusive place of jurisdiction for all disputes pertaining to this contract.
3. All agreements made between the parties for the purpose of implementation of this contract are recorded in writing in this contract.
§ 4 prices and payment
1. Unless otherwise agreed upon in writing, our prices apply ex works / as of delivery exclusive of packaging and plus value-added tax at the valid amount. Packaging costs are invoiced separately.
2. the payment of the purchase price must be made exclusively according to the invoice. the deduction of a discount is only permitted in case of a specific agreement in writing.
3. Unless otherwise agreed upon, the purchase price must be paid within 10 days following delivery unless the invoice shows a different payment due date. Default interest is charged in the amount of 8% over the respective base interest rate. The enforcement of a higher damage caused by delay remains reserved.
4. Provided that no fixed price agreement has been made, the right to implement appropriate price changes due to modified labor, material, and distribution costs for deliveries occurring 3 months or more after the conclusion of the contract remain reserved.
§ 5 Rights of Retention
The purchaser is merely authorized to exercise his right of retention inasmuch as his counterclaim is based on the same contractual relationship.
§ 6 Delivery Time
1. The beginning of the delivery time indicated by us requires the timely and orderly fulfillment of the purchaser’s obligations. The right to object to the unfulfilled contract remains reserved.
2. If the purchaser’s acceptance is delayed or he culpably breaches any other obligations to cooperate, we are entitled to demand compensation for the damage caused including any additional expenses. The right to further claims remains reserved. Provided that the preceding conditions exist, the risk of accidental loss or deterioration of the purchased item is transferred to the purchaser at the point where he has come into default of acceptance or debt.
3. We bear liability in case of delays in delivery not deliberately or grossly negligently caused by us for every completed week of delay within the limits of a compounded compensation for delay amounting to 3% (however never more than 15%) of the delivery value.
4. Further legal claims and purchasers‘ rights due to a delay in delivery remain unaffected.
§ 7 Dispatch Risk Transfer
Whenever the merchandise is dispatched to the purchaser upon his request, the risk of accidental loss or deterioration of the merchandise is transferred to the purchaser at the point of dispatch (as soon as the merchandise has exited the factory/warehouse at the latest). This applies regardless of whether the merchandise is dispatched from the place of performance and of which party has committed to bear the freight costs.
§ 8 Reservation of Ownership
1. We reserve the right to ownership of the delivered item up until all demands indicated in the delivery contract have been met completely. This also applies to all prospective deliveries, even if we do not always refer to this right explicitly. We are entitled to revoke the purchased item whenever the purchaser acts in violation of the contract.
2. The purchaser is obliged to treat the purchased item with care whilst he has not yet gained the property rights. Whenever maintenance and inspection tasks need to be performed, the purchaser is obliged to have them conducted in a timely manner and at his own expense. As long as the purchaser has not yet gained the property rights, he must notify us in writing immediately in case the delivered object has been impounded or exposed to any other interventions on behalf of third parties. Insofar as the third party is incapable of reimbursing us for all judicial and extra-judicial costs relating to a lawsuit filed in compliance with § 771 German Code of Civil Procedure, the purchaser bears liability for the accrued expenses.
3. The purchaser is entitled to resale of the reserved goods within the limits of a regular business transaction. The claims towards the purchaser relating to the resale of the reserved goods are transferred to us by the purchaser already, amounting to the final invoice amount (including value-added tax) agreed upon with us. This transfer applies regardless of whether the purchased item has been resold devoid of or after processing. The purchaser remains entitled to the collection of the receivables even after the completion of the transfer. Our authorization to collect the receivables ourselves remains unaffected thereby. However, we shall not collect the receivables as long as the purchaser meets his payment obligations stemming from the received proceeds, is not in default of payment, and, in particular, has not filed an application for the initiation of insolvency proceedings and no suspension of payments is demonstrable.
4. The processing or restructuring of the purchased item by courtesy of the purchaser always occurs on our behalf and order. In this case, the purchaser’s expectant right pertaining to the purchased item is sustained with regards to the transformed item. Provided that the purchased item is processed in combination with other objects not belonging to us, we shall acquire co-ownership of the transformed item proportional to the objective value of our purchased item in comparison with the other processed objects at the time of processing. The same applies for the case of blending. As long as the blending occurs in a way that the purchaser’s item is to be considered the principal object, it is agreed that the purchaser shall transfer proportional co-ownership to us, thereby storing the respective sole or co-property for us. In order to safeguard our claims against the purchaser, the purchaser also transfers receivables to us that arise by means of the combination of the reserved goods with any property against a third party; we shall already accept this assignment. .
5. We shall commit ourselves to release the securities we are entitled to upon request of the purchaser insofar as its value exceeds the claims to be secured by more than 20 percent. .
§ 9 Warranties, Complaints, and Recourse against the Manufacturer
1. The occurrence of warranty rights for the purchaser requires him to have fulfilled his obligations to inspect and notify defects in compliance with § 377 German Commercial Code.
2. Claims for defects become time-barred one year after delivery of the respective merchandise to the purchaser. In terms of claims for damages in case of intent and gross negligence as well as any infringement of human life, body and health based on an intentional or negligent breach of duty on behalf of the user, the legal limitation period applies. Provided that the law creates obligatory conditions for longer grace periods in compliance with § 438 Paragraph 1 Nr. 2 German Civil Code (Buildings and Objects for Buildings), § 445b German Civil Code (Right of Recourse), and § 634a Paragraph 1 German Civil Code (Construction Defects), these grace periods apply. Prior to possible returns of merchandise, our consent must be obtained.
3. If the delivered merchandise demonstrates a defect already existing at the time of the transfer of risk despite ultimate diligence in the manufacturing process, we shall improve or replace the merchandise subject to timely notification of defects. The purchaser shall provide us with the opportunity for supplementary performance within an appropriate period. Recourse claims remain unaffected by the preceding regulation without limitation.
4. If supplementary performance fails, the purchaser may withdraw from the contract or reduce the compensation irrespective of possible claims for damages.
5. Claims for defects do not exist in case of merely minor deviations from the agreed condition, merely minor impairment of usability, natural wear-and-tear as well as damages occurring after the transfer of risk as a result of erroneous or careless treatment, excessive use, unsuitable operating materials, imperfect construction work, unsuitable building ground or due to special external influences not assumed by the contract. If the purchaser or a third party carries out any improper repair or maintenance work or modifications, claims for defects neither arise for these modifications nor for resulting impacts.
6. Purchasers‘ claims pertaining to essential expenses for the purpose of supplementary performance, especially transport, road, labor, and material costs, are excluded insofar as these expenses increase due to the fact that the merchandise delivered by us was later shipped to a different location than the purchaser’s branch office, unless the shipment conforms to its intended use.
7. Purchasers‘ recourse claims against us merely exist to the extent that the purchaser has not made any agreements going beyond the claims for defects prescribed by the law with his buyer. For the extent of the purchaser’s right of recourse against the supplier, Paragraph 6 applies.
§ 10 Booking Seminars
In order to book a seminar, you will need to register with us. The registration for a booked seminar will not be completed until you perform the payment of the seminar price based on the “first come first serve“ principle. In the case of non-registration, the purchaser receives the price paid back immediately. Withdrawal after registering is only possible up until 45 days prior to the beginning of the seminar and entailing the payment of a cancellation / processing fee amounting to € 800.00.- plus statutory sales tax. Withdrawals are only possible when communicated in writing and are effective as of receipt.
§ 11 Liability
Attendance at seminars always takes place at the purchaser’s own risk. Generally and in compliance with legal provisions, we bear liability solely for damages pertaining to the injury to human life, body or health attributable to a (deliberate or negligent) fault on our own part or on the part of a legal representative or vicarious agent as well as for coarse fault pertaining to the causation of other damages based on a grossly negligent breach of duty on our own part or a deliberate or grossly negligent breach of duty on the part of a legal representative or vicarious agent.
§ 12 Other
1. This contract including the entire legal relations between the parties are subject to the law of the Federal Republic of Germany under exclusion of UN sales law (CISG).
2. Provided that no other agreements result from the order confirmation, our registered office constitutes the place of performance as well as the exclusive place of jurisdiction for all disputes pertaining to this contract.
3. All agreements made between the parties for the purpose of implementation of this contract are recorded in writing in this contract.