General terms of business and conditions
Our deliveries and services shall be provided exclusively on the basis of these terms and conditions and the statutory provisions, unless these contradict our terms and conditions. The terms and conditions shall apply to all present and future services, even if they are not expressly agreed again.
- Consumers within the meaning of the Terms and Conditions are natural persons with whom a business relationship is entered into without a commercial or self-employed activity being attributable to
- Entrepreneurs within the meaning of the Terms and Conditions of Business are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into, who are acting in the exercise of a commercial or independent professional
- Customer/Orderer within the meaning of the Terms and Conditions are both consumers and entrepreneurs.
- Deviating, conflicting or supplementary agreements shall only be legally effective for us, even if we are aware of them, if they are expressly acknowledged by us in writing. This shall also apply to the customer’s/orderer’s terms and conditions of purchase or order conditions. We hereby object to any conditions of the customer/orderer. We shall not be bound by them even if they are not expressly rejected again upon conclusion of the contract.
- Verbal or telephone agreements or subsequent changes are only effective if we confirm them in writing. We expressly declare that none of our employees has power of attorney for the oral conclusion of legal transactions. Any tacit waiver on our part to observe the written form in the case of deviating provisions or ancillary agreements in the past shall not constitute a fundamental waiver of compliance with the provisions of these Terms and Conditions affected thereby.
2. Conclusion of contract
- Our offers and cost estimates are always subject to change until conclusion of the contract. The illustrations, drawings, brochures, advertising leaflets, directories, contained in our offers as well as the data contained therein are only approximately authoritative unless they are expressly designated as binding. We reserve the right to make changes to the construction, form and design within the scope of what is reasonable.
- The conclusion of the contract is subject to the correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with our supplier.
- By ordering the goods, the Customer/Orderer bindingly declares that he wishes to purchase the ordered goods.
- We are entitled to accept the contractual offer contained in the order within a period of two weeks after receipt. The acceptance can be declared either in writing or by handing over the goods.
- If a consumer submits the offer electronically, we will confirm receipt of the offer without delay. If the consumer orders the goods electronically, the text will be stored by us and sent to the customer upon request together with the GTC by e-mail.
- If the contract was concluded using exclusively means of distance communication within the meaning of § 1 of the German Distance Selling Act (e.g. letter, cata- log, telephone calls, Internet, fax machines, e-mail, etc.) or if the consumer is otherwise entitled to a right of withdrawal pursuant to § 355 of the German Civil Code (BGB), the following shall apply:
The consumer has the right to revoke his declaration of intent to conclude the contract within two weeks after conclusion of the contract. The revocation does not have to contain a reason and must be declared to us in text form or by returning the goods; timely return is sufficient.
- Our prices are net prices. The value added tax valid at the time of calculation shall be added. If a price is not expressly agreed in writing in the contract, the prices valid on the day of delivery plus VAT shall be charged. The prices are net ex works – or warehouse – excluding packaging, insurance, etc.
- If, between the conclusion of the contract and the agreed delivery or performance date, the prices of our suppliers, freight, public charges, wages or other costs which directly or indirectly affect our delivery and/or performance change, we shall be entitled to change our prices accordingly. If the purchase price increases by more than 5 percent as a result, the customer may withdraw from the contract by written declaration within two weeks of receipt of the notification of the price The same shall apply if we are not responsible for the delay. The foregoing shall also apply mutatis mutandis to any change in the statutory rate of value added tax. The aforementioned provision shall only apply to a consumer if there are more than 4 months between the conclusion of the contract and the agreed delivery date.
4. Terms of payment
- Payment must be made immediately after receipt of the goods or sending the invoice in cash or by bank transfer without discount. If payment is not made within 30 days of the invoice date, the customer/orderer shall be in default without any further reminder.
- The Customer/Orderer may only offset our claims if the counterclaim is undisputed or a legally valid title exists; a right of retention may only be asserted by the Customer/Orderer if it is based on claims from the purchase contract.
- In the event of agreed payment by installments, bills of exchange or deferment of payment, the entire payment owed shall be due if the Customer/Orderer is in arrears even with only a partial amount.
5. Delivery time
The delivery times are always to be regarded as approximate. The delivery times are not binding for us. We shall only be liable for the observance of deadlines and dates if we expressly assume a guarantee. The delivery times shall in any case only commence when the Buyer has provided the documents and orders to be procured on his part by the agreed dates, has completed all the necessary formalities and has made the agreed advance payments. We are entitled to make partial deliveries.
The delivery time is considered to be met:
- in the case of delivery without assembly, if the consignment has left our warehouse within the agreed delivery period. If the delivery is delayed for reasons for which the purchaser is responsible, the delivery period shall be deemed to have been complied with upon notification of readiness for dispatch within the agreed delivery period;
- in case of delivery with installation, as soon as the installation of the equipment takes place within the agreed delivery period.
Claims for withdrawal from the contract or for damages may only be asserted in the event of delayed deliveries due to intent or gross negligence. Force majeure or operational disruptions occurring at our premises or those of our suppliers, which temporarily prevent us from executing the delivery through no fault of our own, shall extend the delivery period by the duration of the performance disruptions caused by these circumstances. If such disruptions lead to a delay in performance of more than 4 months, the Customer/Orderer may withdraw from the contract. Other rights of withdrawal remain unaffected. If the performance becomes unreasonable or impossible for us, we shall be entitled to withdraw from the contract in whole or in part without the Customer/Orderer being able to derive any claims for damages against us from this.
6. Shipping and transfer of risk
- If the Customer/Orderer is an entrepreneur, the risk of accidental loss and accidental deterioration of the subject matter of the contract shall pass to the entrepreneur upon handover, even in the case of agreed carriage-free delivery, and in the case of sale to destination upon delivery of the item to the forwarding agent, carrier or other person or institution designated to carry out the shipment.
- If the Customer/Orderer is a consumer, the risk within the meaning of a) shall not pass until the contractual item is handed over to the consumer, even in the case of a sale by delivery to a place other than the place of performance.
- The route and method of transport shall be determined by us, unless otherwise agreed with the customer.
- A necessary or agreed acceptance shall take place immediately after indicated completion. Acceptance may only be refused due to significant defects. If the customer is an entrepreneur, the following shall also apply: If no acceptance is requested, the service shall be deemed to have been accepted upon expiry of 12 working days after notification of completion. If the customer has used the service or part of the service, acceptance shall be deemed to have taken place upon expiry of 6 working days after commencement of use.
7. Retention of title
- In the case of contracts with consumers, we shall retain title to the delivered goods until full settlement of the claim to which we are entitled under the contract.
- If the Customer/Orderer is an entrepreneur, we shall retain title to the delivered goods until all claims arising from the business relationship have been satisfied in full.
- The customer/purchaser may – subject to our revocation – dispose of the delivered goods in the ordinary course of business. He may not pledge the goods or assign them as security. In the event of seizure or other compulsory execution interventions by third parties, we must be notified immediately. The costs of any intervention required by us shall be borne by the Customer/Orderer.
- If the Customer/Orderer is an entrepreneur, he shall assign to us in advance all claims arising from the resale, processing, installation or other utilization of the goods delivered by us as security for all claims arising from the business relationship. If the economic value of the assigned claims exceeds our claims by more than 20%, we shall be obliged, upon request, to transfer back the security exceeding this
- If the customer/purchaser is in default with more than 10% of a due claim for more than 8 days, we have the right, on the basis of the reserved property, to take back the goods delivered as consideration until the debt has been paid in full. In addition, we have the right to separate the object from services or attachments. For this purpose, the customer/purchaser irrevocably permits us to enter his property and premises. If the delivered goods have become an essential part of an object of the customer, the customer/ordering party has the obligation to tolerate the separation and to transfer the object back to us. Dismantling and other costs shall be borne by the Customer/Orderer.
- The processing of the delivered goods by the subcontractor shall always be carried out in our name and on our If processing is carried out with objects not belonging to us, we shall acquire co- ownership of the new object in proportion to the value of the object delivered by us to the other processed objects. The same shall apply to mixing.
- Entrepreneurs must inspect the delivered goods or services without delay, also with regard to shortages and wrong deliveries, and notify us in writing of obvious defects within a period of 14 calendar days after delivery or performance, in any case before processing or installation; otherwise the assertion of the warranty claim is Timely dispatch shall suffice to meet the deadline.
- If the customer is an entrepreneur, we shall provide warranty in the event of defective delivery or performance at our discretion by rectification of defects or subsequent delivery. In any case, we shall have the right to refuse the subsequent improvement or subsequent delivery without prejudice to the rights of § 440 BGB. In principle, only our product description or the manufacturer’s/supplier’s product description shall be deemed to be the agreed quality vis-à-vis an entrepreneur. Public statements, promotions or advertising by the manufacturer/supplier do not constitute a warranty.
The defect shall not be deemed to be a contractual quality in addition to the defect. If the Contractor withdraws from the contract, it shall not be entitled to any additional claim for damages due to the defect. If the Contractor chooses to claim damages after subsequent performance has failed, the goods/services shall remain with the Customer/Orderer, provided this is reasonable. The compensation is then limited to the difference between the purchase price and the value of the defective item. The rights due to fraudulent concealment of a defect remain unaffected. In the event of damages, liability is limited to € 50,000.00 for financial losses and € 20,000.00 for non- financial losses.
- If the Customer/Orderer is an entrepreneur, the rights due to defects for delivered goods shall become statute-barred 2 years after the transfer of risk; in the case of (work) services, the warranty rights shall also become statute-barred within 2 years after acceptance. The short limitation period for (work) services shall not apply if we can be accused of gross negligence or in the event of physical injury or damage to health for which we can be blamed or in the event of loss of life of the Customer. Any liability of the Contractor under the Product Liability Act shall also remain unaffected. In the event of fraudulent concealment of defects or the assumption of guarantees for the quality, further claims shall remain unaffected.
- If the Customer/Orderer is a consumer, the claims for defects shall become statute-barred 2 years after the transfer of risk in the case of new delivered goods and one year after the transfer of risk in the case of used delivered goods. In the case of (work) services, the claims shall become statute-barred within one year after The short limitation period for (work) services shall not apply if we can be accused of gross negligence or in the event of physical injury or damage to health for which we can be accused or in the event of loss of life of the Customer/Orderer. Our liability under the Product Liability Act shall also remain unaffected. In the event of fraudulent concealment of defects or the assumption of guarantees for the quality, further claims shall remain unaffected.
In the event of damages, the liability is limited to € 50,000.00 for financial losses and € 20,000.00 for non-financial losses.
9. Limitation of liability
- In the event of a slightly negligent breach of duty, our liability shall be limited to the foreseeable, direct average damage typical for the contract according to the type of work or delivery. This shall also apply to slightly negligent breaches of duty by our legal representatives or its vicarious agents.
- We shall not be liable to entrepreneurs in the event of a slightly negligent breach of immaterial contractual obligations.
- The above limitations of liability do not apply to claims of the Customer/Orderer arising from product liability. Furthermore, the limitations of liability shall not apply in the event of bodily injury or damage to health attributable to us or in the event of loss of life of the Customer/Orderer attributable to us.
10. Partial ineffectiveness
Should individual provisions of these Terms and Conditions be invalid in whole or in part, these Terms and Conditions shall otherwise remain in full force and effect. The parties already agree that the invalid provision shall be replaced by a valid provision which is acceptable to both parties and which comes as close as possible to the purpose intended by the invalid provision.
11. Jurisdiction and place of performance
- The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
- Unless otherwise agreed, the place of performance for delivery and payment and the place of jurisdiction for all parties involved shall be Münster.
- The same place of jurisdiction shall apply if the Customer/Orderer does not have a general place of jurisdiction in Germany, moves his place of residence or habitual abode out of Germany after conclusion of the contract or if his place of residence or habitual abode is not known at the time the action is brought.