1. Validity

1.1
The following General Terms and Conditions of Sale apply to our deliveries and our other services. They also apply to future business transactions with the customer.

1.2
Deviating terms and conditions of the customer do not bind us, even if we do not expressly object to them again after we have received them.

 

2. Offers

2.1
Our offers are subject to change.

2.2
The samples, technical drawings and illustrations on which our offers are based are only specifications of quality and thus part of the contract if they are expressly designated as such in our written offer or our written order confirmation.

2.3
All of our products are mainly developed and manufactured for just one customer or a small group of customers. All verbal and written information about the suitability and application possibilities of our products is given to the best of our knowledge. However, it only represents empirical values. We are not liable for the suitability of our products for the specific application area of ​​the customer. The customer must check for himself that our product is suitable for his use.

 

3. Prices

3.1
Unless otherwise agreed in writing, our prices apply ex works, excluding freight and packaging. Freight and packaging are invoiced separately.

3.2
If freight-free delivery of goods is promised, we deliver freight-free to the customer's receiving station, excluding cartage. Additional costs due to a special shipping method requested by the customer (express goods, urgent goods, air freight) are borne by the customer.

3.3
Our prices do not include statutory VAT. VAT is shown separately on the invoice.

3.4
Unless otherwise stated in the order confirmation, the purchase price including VAT is due immediately without deduction.

3.5
The deduction of a discount requires a special written agreement. Agreed discount periods are only met if the payment is credited to our account within the period.

3.6
An agreed discount always only refers to the invoice value excluding freight and requires the complete settlement of all of the customer's outstanding liabilities at the time of discounting.

 

4. Delivery periods and delivery

4.1
The start of the delivery period specified by us requires clarification of all technical questions.

4.2
Compliance with our delivery obligation also requires the timely and proper fulfillment of the customer's obligation. The objection of non-fulfillment of the contract remains reserved.

4.3
Our delivery periods and dates are met if the delivery item has left our company in Bad Bederkesa or our other production site by the expiry of the period.

4.4
The delivery periods are extended to an appropriate extent in the event of measures taken as part of industrial disputes and in the event of unforeseeable obstacles that are beyond our control, provided that such obstacles can be proven to have a significant impact on the production or delivery of the delivery item. This also applies if the circumstances occur with upstream suppliers. We will inform the customer immediately of such circumstances. These regulations apply accordingly to delivery dates. If the implementation of the contract becomes unreasonable for one of the parties, it can withdraw from the contract to that extent.

4.5
When the goods are handed over to a freight forwarder, the risk is transferred to the customer. We will only insure the goods on the instructions and at the expense of the customer.

4.6
If we only manufacture the goods for the customer, over- and under-deliveries of up to 10% of the order are permitted. In any case, the order quantity can be increased to the next full packaging unit, even if an over-quantity of 10% is exceeded in individual cases.

 

5. Payment and offsetting

5.1
Our invoices are due immediately without deduction unless otherwise agreed in writing.

5.2
The agreement of payment deadlines must be made in writing.

5.3
Counterclaims that we dispute or that have not been legally established do not entitle the customer to withhold or offset.

5.4
If agreed payment deadlines are exceeded, we charge interest at a rate of 8 percentage points above the base interest rate without the need for a separate reminder.

5.5
If it becomes apparent after the conclusion of the contract that our claim for payment is at risk due to the customer's inability to pay, we are entitled to the uncertainty defense in accordance with Section 321 of the German Civil Code. In this case, we can simultaneously withdraw all of our no ch make outstanding claims from the current business relationship with the customer due.

5.6
Due to a factoring agreement, all our claims have been transferred to SüdFactoring GmbH, Heilbronner Straße 86, 70191 Stuttgart. Payments can only be made to them or to their accounts, Landesbank Baden-Württemberg, account number 3564, bank code 600 500 00 or Postbank Stuttgart, account number 9323-709, bank code 600 100 70, with a debt-discharging effect. Excluded from this are claims that arise due to tool costs and payments that are collected by us as advance payments.

 

6. Retention of title

6.1
All goods delivered remain our property ("reserved goods") until all claims from the business relationship have been fulfilled, regardless of the legal basis, including future or conditional claims.

6.2
The further processing of the reserved goods is carried out for us as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB). The processed goods are considered reserved goods. If the customer combines or mixes the reserved goods with other goods, we are entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires through combination or mixing, the customer hereby transfers to us the ownership rights to the new item to which he is entitled in the amount of the invoice value of the reserved goods and stores them for us free of charge. The co-ownership rights arising from this are considered reserved goods.

6.3
The customer may only sell the reserved goods in the ordinary course of business under his normal business conditions and as long as he is not in default, and only if the claims from the resale are transferred to us. He is not entitled to dispose of the reserved goods in any other way.

6.4
The purchaser's claims from the resale of the reserved goods are already assigned to us. They serve as our security to the same extent as the reserved goods. If the purchaser sells the reserved goods together with other goods not sold by us, the assignment of the claim from the resale only applies to the amount of the resale value of the reserved goods sold. If goods in which we have co-ownership shares are sold, the assignment of the claim applies to the amount of the proportion of these co-ownership shares.

6.5
The purchaser is entitled to collect claims from the resale until we revoke this at any time. We will only revoke this right of collection if the purchaser defaults on payment. If we revoke the right of collection, the purchaser is obliged to inform his customers immediately of the assignment to us and to give us the information and documents required for collection.

6.6
The customer must notify us immediately of any seizure or other interference by third parties.

6.7
If the value of existing securities exceeds the secured claims by more than 40% in total, we are obliged to release securities of our choice at the customer's request.

 

7. Liability for defects

7.1
If a complaint about a defect is justified and made immediately, we can, at our discretion, remedy the defect or deliver a defect-free item (subsequent performance). If subsequent performance fails or is refused, the customer can reduce the purchase price or, if the defect still exists after a reasonable period of time set by him, withdraw from the contract. If the defect is not significant, he is only entitled to a reduction.

7.2
We will only bear expenses in connection with subsequent performance if they are reasonable in the individual case, in particular in relation to the purchase price of the goods. We do not assume any expenses that arise because the goods sold have been moved from the place of delivery to a location, unless this corresponds to their contractual use.

7.3
The customer must give us the opportunity to convince ourselves of the defect upon request. To do so, the goods in question or samples thereof must be returned to us at our request. If this does not happen, the customer cannot invoke defects in the goods.

7.4
Further claims, in particular claims for compensation for damage that did not occur to the goods themselves (consequential damage), are excluded unless they are based on the intentional or grossly negligent breach of contractual and non-contractual obligations. In addition, our liability is limited to the damage that is typical for the contract and foreseeable at the time the contract was concluded.

7.5
This limitation of liability does not apply in cases of mandatory liability under the Product Liability Act, in the event of injury to life, body or health, and also not if and if we have fraudulently concealed defects in the item.

7.6
Unless otherwise agreed, contractual claims that the customer has against us on the occasion of or in connection with the delivery of the goods expire one year after delivery of the goods. This does not affect our liability for intentional and grossly negligent breaches of duty and the limitation period for statutory recourse claims. In cases of subsequent performance, the limitation period does not begin to run again.

 

8. Final provisions

8.1
All legal relationships between us and the customer are subject exclusively to German law. The place of jurisdiction for both parties is Bad Bad Bederkesa.

8.2
With reference to the Federal Data Protection Act, we store confidential data on the type and scope of the transaction.

8.3
The legal invalidity of individual provisions does not affect the binding nature of the contract in other respects.