Terms & Conditions - B2B

Table of contents

1. Applicability of the terms and conditions
2. Offer and conclusion of contract
3. Prices, delivery, shipping
4. Delivery and performance time
5. Transfer of risk
6. Warranty
7. Retention of title
8. Payment
9. Patents
10. Limitation of liability
11. Applicable law, place of jurisdiction, partial nullity

1) Applicability of the Terms and Conditions

1.1 These terms and conditions apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

1.2 The deliveries, services and offers of the Seller are made exclusively on the basis of these Terms and Conditions. These therefore also apply to all future business relationships, even if they are not expressly agreed upon again. At the latest upon receipt of the goods or services, these terms and conditions shall be deemed to have been accepted. Counter-confirmations of the buyer and the references to his terms and conditions of business or purchase are hereby contradicted.

1.3 Deviations from these terms and conditions are only effective if the seller confirms them in writing.

2) Offer and Conclusion of Contract

2.1 The seller's offers are subject to change and non-binding. Declarations of acceptance and all orders generally require the written and telex confirmation of the Seller in order to be legally effective, whereby the Seller reserves the right not to issue any separate order confirmations, i.e. dispatch notifications or invoices of the Seller are also valid as order confirmations. The same applies to additions or ancillary agreements. When placing orders, the buyer must indicate the exact item numbers and prices so that the delivery of the orders can be properly recorded. In the event of incorrectly stated article numbers or prices, the buyer is nevertheless obliged to accept the goods delivered thereon at the prices valid in accordance with the price list.

2.2 Drawings, illustrations, dimensions, weights or other performance data in accordance with the catalogue are only binding if expressly agreed in writing.

2.3 The Seller's sales staff shall not be authorised to enter into verbal ancillary agreements or to give verbal assurances that go beyond the content of the written contract.

3) Prices, Delivery, Dispatch

3.1 The prices are deemed to be per piece, unless otherwise stated, plus the respective statutory value added tax. Unless otherwise specified, the Seller is bound by the prices contained in its offers for 30 days from the date of their offer, after which the prices set out in the then valid price list will apply. For orders, the prices of the price list valid at the time of the order plus the respective statutory value added tax apply.

3.2 Unless otherwise agreed, the prices are EXW INCOTERMS® 2010, ICC warehouse of the seller, namely Neustadt bei Coburg. Shipping is generally uninsured and at the buyer's own expense and risk. The shipment is made with normal commercial packaging. Special outer packaging requested by the buyer will be invoiced separately at cost price, whereby a return is excluded in this respect. Special shipping regulations by the customer require the explicit written confirmation of the seller.

3.3 The packaging units specified in the price list at the time of the order shall be considered as the minimum order quantity. In the case of deviating orders, the seller is entitled to round the ordered goods up or down to the next higher or lower packaging unit without prior consultation. Unpaid returns of goods will not be accepted; or require the explicit consent of the seller.

4) Delivery and performance time

4.1 Delivery dates or deadlines, which can be agreed on a binding or non-binding basis, must be made in writing.

4.2 The Seller shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the Seller - this includes in particular strikes, lockouts, official orders, etc., even if they occur at suppliers of the Seller or their subcontractors - even if binding deadlines and dates have been agreed. They entitle the seller to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled.

4.3 If the hindrance lasts longer than three months, the buyer is entitled to withdraw from the contract with regard to the part that has not yet been fulfilled after a reasonable grace period has been set. If the delivery time is extended or if the seller is released from his obligation, the buyer cannot derive any claims for damages from this. However, the Seller shall notify the Buyer immediately.

4.4 If the Seller is responsible for the non-compliance with binding deadlines and deadlines or is in default, the Buyer shall be entitled to compensation for default in the amount of 1.00% for each completed month of delay, but in total up to a maximum of 5.00% of the invoice value of the goods and services affected by the delay, whereby the aforementioned claims shall be limited to cases of gross negligence. In this case, consideration by the buyer must be reimbursed by the seller immediately.

4.5 The Seller shall be entitled to make partial deliveries and partial services at any time.

5) Transfer of risk

 The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the seller's warehouse for shipment. If shipping becomes impossible through no fault of the seller, the risk is transferred to the buyer upon notification of readiness for shipment.

6) Warranty

6.1 The warranty period begins on the date of delivery. If the defect is caused by failure to follow the Seller's operating or maintenance instructions, by making changes to the products, by replacing parts or by using consumables that do not correspond to the original specifications, any warranty will be void.

6.2 The Buyer must notify the Seller of any defects in writing without undue delay, but no later than within one week after receipt of the delivery item. Defects that cannot be discovered within this period even after the most careful inspection must be reported to the seller in writing immediately after discovery.

6.3 There are no warranty claims for damage that occurs during shipping. Likewise, any color, quality and dimension deviations, as well as model corrections, do not constitute a defect. The seller reserves the right to make changes in this respect. Liability for normal wear and tear is also excluded.

7) Retention of Title

7.1 Pending the settlement of all claims (including all balance claims from current accounts) to which the Seller is entitled against the Buyer now or in the future for any legal reason, the Seller shall be granted the following securities, which the Seller shall release upon request at his option, insofar as their value exceeds the receivables by more than 20.00% on a sustained basis.

7.2 The goods remain the property of the seller. The buyer is entitled to sell the goods subject to retention of title in the ordinary course of business, as long as he is not in default. Pledging or transfer of security is not permitted. As a precautionary measure, the buyer assigns the claims arising from the resale or any other legal reason (insurance, tort) in respect of the goods subject to retention of title (including all balance claims from current accounts) to the seller in full. The Seller revocably authorises the Seller to collect the receivables assigned to the Seller on behalf of the Seller in his own name. The Seller accepts the aforementioned assignment. The collection authorisation can only be revoked if the buyer fails to properly meet his payment obligations.

7.3 In the event of access by third parties to the goods subject to retention of title, the Buyer shall draw attention to the Seller's ownership and notify the Seller immediately.

7.4 In the event of a breach of contract on the part of the buyer - in particular default of payment - the seller shall be entitled to take back the goods subject to retention of title or, if necessary, to demand the assignment of the buyer's claims for restitution against third parties. The repossession and seizure of the goods subject to retention of title by the seller does not constitute a withdrawal from the contract - unless the Repayment Act applies.

7.5 In the event of a suspension of payment, the buyer is obliged to provide the seller with a list of the goods still stored by the buyer and claims against third parties resulting from the sale of the goods.

7.6 The Seller is entitled to assign any claims arising from the business relationship between the Buyer and the Seller to third parties without the consent of the Buyer.

8) Payment

8.1 The invoice amounts are to be paid to the seller without deduction within 10 days of the invoice date. The Seller shall be entitled, notwithstanding the Buyer's provisions to the contrary, to initially offset payments against the Buyer's older debts, and shall inform the Buyer of the manner in which the set-off has been made. If costs and interest have already been incurred, the seller is entitled to offset the payment first against the costs, then against the interest and finally against the principal service.

8.2 A payment shall not be deemed to have been made until the seller is able to dispose of the amount. In the case of cheques, payment is not considered to have been made until the cheque is cashed. Bills of exchange are only accepted by prior agreement and are not considered cash payments.

8.3 If the Buyer is in default of any payment obligations towards the Seller, all existing claims shall become due immediately.

8.4 If the seller becomes aware of circumstances that call into question the creditworthiness of the buyer, in particular if he fails to cash a check or stops making payments, or if the seller becomes aware of other circumstances that call into question the creditworthiness of the buyer, the seller shall be entitled to make the entire remaining debt due, even if he has accepted cheques. In this case, the seller is also entitled to demand advance payments or security deposits.

8.5 The Buyer shall only be entitled to set-off, withhold or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.

8.6 The Seller is entitled to assign the claims arising from the business relationship with the Buyer.

9) Patents

9.1 The Seller shall indemnify the Buyer and its customers against claims arising from infringements of copyrights, trademarks or patents only if the Buyer has culpably violated the aforementioned rights on his part and only in the case of gross negligence. An additional requirement for the indemnification is that the seller is left to conduct legal disputes and that the alleged infringement is exclusively attributable to the construction of the seller's deliverables without connection or use with other products. The seller's indemnification obligation is limited in amount to the foreseeable damage, should the cause be an infringement of the aforementioned rights by third parties and the seller in turn has claims against the aforementioned third parties, he assigns these possible claims to the buyer step by step against the buyer's waiver.

9.2 The Seller shall have the right to release itself from the obligations assumed in paragraph 1 either by obtaining the necessary licenses in respect of the allegedly infringed patents or by making available to the Buyer a modified Delivery Item or parts thereof which, in the event of exchange for the infringing Delivery Item or part thereof, will remove the allegation of infringement in respect of the Deliverable.

10) Limitation of Liability

10.1 The seller is liable without limitation for intent and gross negligence.

10.2 Except in the case of injury to life, limb or health, the seller shall only be liable for simple negligence if essential contractual obligations (cardinal obligations) are breached. Liability is limited to the foreseeable damage typical of the contract, whereby the individual order is to be taken into account in each case.

10.3 Liability for indirect and unforeseeable damages, loss of production and use, loss of profit, loss of savings and financial losses due to claims by third parties is excluded in the case of simple negligence – except in the case of injury to life, body or health.

10.4 Any further liability than in this contract is excluded - regardless of the legal nature of the claim asserted. However, the above limitations or exclusions of liability do not apply to strict liability (e.g. in accordance with the Product Liability Act) or liability arising from a no-fault guarantee.

10.5 Insofar as liability is excluded or limited in accordance with Sections 2 and 3, this shall also apply to the personal liability of the Seller's employees, employees, representatives, organs and vicarious agents.

11) Applicable Law, Place of Jurisdiction, Partial Nullity

11.1 The law of the Federal Republic of Germany shall apply to these terms and conditions and to the entire legal relationship between seller and buyer, this shall also apply to export deliveries.

11.2 The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be exclusively Coburg.

11.3 Should any of the provisions in these terms and conditions or a provision within the framework of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected.