Terms and Conditions
General terms of delivery and payment
(terms and conditions):
1. General - scope of application
Our terms and conditions of sale shall apply exclusively to all deliveries - including future deliveries; we do not recognise any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.
All agreements made between us and the purchaser for the purpose of executing this contract are set out in writing in this contract.
Our terms and conditions of sale shall only apply to companies within the meaning of § 310 para. 1 BGB (German Civil Code)
2. Offers and conclusion of contract
Our offers are subject to change and non-binding. Orders / listings only become binding with our written confirmation. The same applies to additions, amendments and subsidiary agreements. The information, drawings, illustrations and performance descriptions contained in catalogues, price lists or the documents belonging to the offer are approximate values customary in the industry unless they have been expressly designated by us as binding.
Unless otherwise stated, we shall be bound by the prices contained in our offers for 30 days from the date of the offer. All prices are valid for an original packaging according to the price list plus the respective legal sales tax, packaging, freight, postage and insurance. We round up deviating orders to original packaging at list prices. All deliveries and services going beyond this will be charged separately. The prices in Euro stated in the order confirmation shall then be decisive, plus the respective statutory value added tax, packaging, freight, postage and insurance.
unless otherwise agreed, we deliver "ex works". The delivery time shall be deemed agreed as approximate. Even if a calendar-based delivery time has been agreed, this does not constitute a transaction for delivery by a fixed date within the meaning of §376 (1) HGB. In all other respects, delivery dates or periods which can be agreed upon as binding or non-binding must be in writing.
Delays in delivery and performance due to force majeure and due to events which make delivery considerably more difficult or impossible for us - this includes in particular war, the environment, etc,
We are not responsible for operational or traffic disruptions, shortage of raw materials, orders from higher places - even in the case of binding agreed deadlines and dates. They entitle us to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part on account of the part not yet fulfilled, without the partner being able to derive any claims for damages from this.
The contractual partners are obliged to inform the other party immediately of the beginning and end of obstacles of the aforementioned kind.
Partial deliveries and partial services are - as far as customary in trade - permissible and will be invoiced separately.
All goods are shipped at the expense and risk of the buyer. The risk is transferred to the buyer as soon as the shipment has been handed over to the person in charge of transport. The choice of the dispatch route is left to us.
6. Warranty and liability
Visible defects must be reported in writing immediately, at the latest within 8 days of receipt of the goods. This also applies to goods which were delivered to the customers of our partners by neutral direct shipping.
If there is a material defect, the buyer can choose to demand the removal of the defect or the delivery of a defect-free item as subsequent performance. We are, however, entitled to refuse the type of subsequent performance chosen by the buyer if it is only possible at disproportionate cost to us and the other type of subsequent performance can be resorted to without significant disadvantages for the buyer, § 439 para. 1 + 3 BGB. If repairs or replacement deliveries fail, the buyer is entitled according to § 437 BGB either to withdraw from the purchase contract, to reduce the purchase price or to claim damages according to legal regulations. If the buyer chooses to withdraw from the contract after subsequent performance has failed, he is not entitled to any additional claims for damages due to defects.
7. Payments/delayed payments
Our invoices are due within 10 days net.
In the event of default of payment, interest will be charged at the statutory default interest rate in accordance with §288 BGB. The interest rate for business transactions is 8% above the base rate of the European Central Bank. In the event of default of payment, no further deliveries will be made to the buyer until the invoice has been settled. We shall exercise our right of retention until all due invoices of the buyer have been paid in full. In addition, we reserve the right to deliver against prepayment or cash on delivery.
Mode of payment: Payments are accepted in cash, bank, giro or postal check transfers.
8. Reservation of proprietary rights
We reserve the right of ownership of the purchased item until receipt of all payments from the delivery contract. If the buyer acts in breach of contract, in particular in case of default of payment, we are entitled to take back the object of sale. Our taking back of the object of sale does not constitute a withdrawal from the contract, unless we have expressly declared this in writing. Seizure of the object of sale by us always constitutes a withdrawal from the contract. After taking back the object of sale, we shall be entitled to sell it; the proceeds of such sale shall be set off against the Buyer's liabilities - less reasonable selling costs.
In the event of seizure or other interventions by third parties, the buyer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the buyer shall be liable for the loss incurred by us.
The buyer is entitled to resell the object of sale in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including manure) of our claim, which accrue to him from the resale against his customers or third parties, irrespective of whether the object of sale has been resold without or after processing. The buyer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the buyer meets his payment obligations from the proceeds received, does not default in payment and in particular no application for the opening of bankruptcy or composition or insolvency proceedings has been filed or payments have been suspended. However, if this is the case, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
If the object of sale is processed or inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the invoice value of the object of sale to the other processed or mixed objects at the time of processing or mixing. If the mixing is carried out in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers proportional co-ownership to us. The buyer shall hold the sole ownership or co-ownership thus created in safekeeping for us.
We undertake to release the securities to which we are entitled at the request of the buyer to the extent that the realisable value of our securities exceeds the claims to be secured by more than 20%; the choice of the securities to be released is at our discretion.
9. Place of jurisdiction/place of performance
If the buyer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is our registered office; however, we are also entitled to sue the buyer at the court of his place of residence. The same applies if the customer does not have a general place of jurisdiction in Germany or if his place of residence or usual abode is unknown at the time of filing the suit.
The place of performance for all obligations arising from the contractual relationship is our registered office.
The law of the Federal Republic of Germany applies; the validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
Should any individual provision of the contract with the customer, including these terms and conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.
Misprints, errors and changes reserved.