1. Scope of application
The following General Terms and Conditions of Delivery and Payment shall apply to all deliveries and services. The VOB shall apply in addition. Deviations from these conditions require written agreement.
2. Offers and offer documents
Cost estimates and offers are binding for a period of 21 calendar days. The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are approximate unless they are expressly designated as binding. The supplier reserves the right of ownership and copyright to cost estimates, drawings and other documents.
3. Placing of orders
Orders shall not be deemed to have been placed until the Supplier has confirmed the order in writing; this shall also apply to orders placed through representatives. The Supplier shall not be liable in principle for errors resulting from documents submitted by the Purchaser (e.g. drawings), from unclear or verbal information.
The prices are valid ex works, in principle excluding freight or shipping costs and packaging. Value added tax at the statutory rate shall be added to the prices. In the event of any increases in material or labor costs occurring between the conclusion of the contract and the fulfillment of the order, the contracting parties shall renegotiate a revised price. Services not expressly estimated in the offer which are necessary for the execution of the order or which are carried out at the request of the customer shall be invoiced additionally. This applies in particular to caulking, plastering, earthworks and the like. The prices are for normal working hours and work performance. For overtime, night, Sunday and public holiday hours as well as for work under difficult conditions, the corresponding surcharges shall be added to the effective wage.
The following terms of payment shall apply:
One third upon placement of the order, the remainder - unless otherwise expressly agreed - upon invoicing in cash or cashless by bank transfer without any deductions. In the event of default in payment, the Supplier shall be entitled to withhold delivery (§§ 273, 320 BGB). Acceptances or customer bills of exchange shall only be deemed to be fulfilled after they have been honored; any costs and expenses incurred in this connection shall be borne by the party liable to pay. If the payment deadlines are exceeded by more than fourteen calendar days, the Supplier shall be entitled - after prior fruitless reminder - to demand default interest in the amount of 2% above the respective discount rate of the Bundesbank. In case of non-compliance with the terms of payment by the payer, all outstanding claims arising from this order shall become due immediately. After fruitless expiry of a reasonable grace period set by the Supplier, the Supplier shall be entitled to terminate the contract, to cease work, to invoice all services rendered to date and to claim damages.
6. Delivery and assembly
Delivery ex works is always at the risk of the recipient. If the execution or completion of the work is delayed for reasons for which the Customer is responsible, the Supplier shall be released from the obligation to comply with agreed delivery dates. If the Customer fails to remedy the situation without delay at the Supplier's request, the Supplier may claim damages or set the Customer a reasonable deadline for performance of the contract and declare that it will withdraw from the contract if the deadline expires without results. In the event of termination of the contract, the Supplier shall be entitled to compensation for all expenses incurred to date. Cases of force majeure (e.g. labor disputes as well as other cases of unforeseeable events) in the Supplier's business or in the business of one of its subcontractors shall release the Supplier from compliance with the delivery period or shall entitle the Supplier to withdraw from the contract in whole or in part in the event that the delivery or service becomes impossible. In such cases, the Supplier shall immediately inform the Customer of the occurrence of the event concerned. If the Purchaser suffers damage due to a delay for which the Supplier is responsible, the Purchaser may exercise the rights set forth in paragraph 2 of this Clause by analogy. This provision shall apply mutatis mutandis to assembly work. If necessary, the Customer shall be obliged to provide technical assistance (such as foundations, lifting gear, electricity and water connections) during assembly work at its own expense.
Acceptance of the deliveries or services shall take place immediately after notified completion. This shall also apply to self-contained partial services or deliveries. If the Purchaser has used the Supplies or Services or part thereof, acceptance shall be deemed to have taken place after the expiry of fourteen calendar days, unless the Purchaser has given notice of defects. Upon acceptance, the risk shall pass to the Customer.
The assertion of obvious defects after acceptance is excluded. Other notices of defects shall be subject to the statutory time limits. Any changes made to deliveries or services beforehand and without the Supplier's consent shall exclude any legal claim for rectification of defects. The Supplier must be given the opportunity to inspect the goods on site. In the case of justified notices of defect, the defect shall be remedied free of charge within a reasonable period of time. In the event of failure to remedy the defect, a reduction in the purchase price or rescission of the contract may be demanded.
The liability of the supplier shall be governed exclusively by these terms and conditions of delivery and payment. All claims not expressly conceded herein - including claims for damages on whatever legal grounds - shall be excluded, unless they are based on an intentional or grossly negligent breach of contract by the Supplier, by a legal representative or vicarious agent.
10. Retention of title
The deliveries or services shall remain the property of the Supplier until receipt of all payments under the contract. In the event of a breach of contract by the Customer - in particular in the event of default in payment - the Supplier shall be entitled to take back the goods after issuing a reminder and the Customer shall be obliged to surrender the goods. The resulting costs - as well as those for the insurance of the delivered items or services - shall be borne by the Customer. The customer may neither pledge the delivery item nor assign it as security. In the event of seizure or confiscation or other dispositions by third parties, the Purchaser shall notify the Supplier thereof without delay.
11. Processing clause
In the event of processing with goods still owned by third parties, the Seller shall acquire co-ownership of the new goods. The extent of this co-ownership shall be determined by the ratio of the invoice value of the goods delivered by the Seller to the invoice value of the other goods.
12. Assignment in advance
The Buyer hereby assigns to the Seller the claims arising from a resale of the reserved goods, also to the extent that the goods have been processed. If the processed product contains, in addition to the goods subject to retention of title of the Seller, only such items that either belonged to the Buyer or were delivered only under the so-called simple retention of title, the Buyer shall assign the entire purchase price claim to the Seller. In the other case, i.e. in the event of a coincidence of the advance assignments to several suppliers, the Seller shall be entitled to a fraction of the claim, corresponding to the ratio of the invoice value of its reserved goods to the invoice value of the other processed items.
13. Over-securing clause
Insofar as the total claims of the Seller are secured beyond doubt by such assignments to the extent of more than 120 %, the excess of the outstanding amounts shall be released at the request of the Buyer at the Seller's option.
14. Place of jurisdiction
The place of performance and jurisdiction shall be the registered office of the commercial branch of the Supplier, unless otherwise prescribed by mandatory law.