- These terms in their actual valid version are the basis for all present and future business transactions relating to supplies and services with companies, public law legal entities and public law special funds. Deviating terms of a supplier not expressly accepted by us in writing will not be binding on us even if we do not expressly reject them or if we accept performance without issuing a separate rejection.
- Verbal statements given by our employees will finally come into force by our written confirmation. Individual agreements within the meaning of § 305 b BGB are not covered by aforementioned regulations.
We will only be bound by our orders if we receive a written statement of acceptance within 14 days of the date of the order.
- Prices, terms
The prices stated in our orders are fixed prices. They apply free of freight and packing charges and fees to the address stated. We reserve the right to return packing materials and are entitled to reduce the invoice amount by the costs thus incurred.
- All deliveries are at the risk of the supplier.
- All delivery/performance deadlines and periods agreed upon are binding. The relevant date is the date when goods/services reach the place named by us. The supplier must inform us of shipping of the respective goods at the time thereof in writing.
- The supplier shall immediately inform us of any pending or existing delay in delivery, the reasons for such delay and the anticipated duration of such delay in writing. Such advisement shall not affect the start of any delay on delivery.
- In the event that the supplier fails to delivery by a defined delivery date, it is agreed that the supplier shall pay us a contractual penalty of 0,2 % of the order volume for each working day commenced after the delivery date, but no more than 5 % of the order volume.
- Part deliveries or services must be approved by us in advance.
- Payments will be effected after complete delivery/performance or if agreed or provided by law after acceptance of delivery/performance and receipt of invoice within 14 days less 3 % cash discount or within 30 days.
- No interest may be charged on amounts due.
- Interest on arrears is chargeable at 5% above the base rate. We are in all cases entitled to prove that the supplier's losses resulting from arrears were less than the amount claimed by the latter.
- Our rights to offset and withhold are as specified by law.
- Complaints, warranty, claims for compensation
- Inspections of and complaints about items supplied need to be presented only until after removal from our store, latest until period of limitation for warranty claims has expired.
- In the case of material defects we may enforce our choice of the rights conferred on us by legal regulations. A remedy by a supplier will be regarded as having failed as soon as the first attempt has proved unsuccessful. We will be entitled to withdraw even if the supplier's breach of obligation was insignificant.
- Expenses necessary for the purpose of remedy must be borne by the supplier.
- Claims based on material defects will expire by limitation two years after the removal of the goods as per Pt. 6.1 or the acceptance of performance where acceptance is specified by law or has been agreed, and after five years in the case of good/services used for construction purposes, subject however to a maximum of 10 years after delivery of goods or acceptance of services.
- Otherwise claims to compensation will be subject to statutory rules.
- The supplier shall, upon first demand, indemnity us against any and all liability or claims of third parties arising form the manufacture, delivery, storage, or use of delivered goods. The above indemnification shall not apply if the claim is based on an international or grossly negligent breach of duties on our part.
- The supplier shall, at all times during the term of this agreement, maintain product liability insurance with an adequate minimum coverage amount of EUR 10.000.000 for each single occurrence of personal and property damage. Further damages shall remain unaffected.
- Provision of material and Reservations of ownership
- All material provided to the supplier to fulfill an order remain our property. No goods produced with our material may be transferred to third parties nor used for any other than the contractual purposes without our consent. They must be stored in such a way that they can be issued to us at any time. The supplier right of lien is excluded.
- We will accept reservations of ownership by the supplier in the usual form subject to a requirement that ownership of the goods shall pass to us once they have been paid for.
- We are under no obligation to defend rights of the supplier based on reservations of ownership of whatever kind against third parties.
- Where payment is made by the cheque/bill of exchange method it is hereby agreed that the supplier's reservations of ownership shall remain in force until we redeem the bill.
- Prohibition of assignment
No assignments of claims arising out of transactions with us to third parties are permitted, except for assignments in connection with extended reservations of ownership whose agreement it is reasonable to expect us to have anticipated.
- Prohibition of advertising
This order may not be made known to third parties or used for advertising purposes.
- Jurisdiction/legal venue
- All transactions are subject to German law, including foreign business. The application of the UN Convention Relating to a Uniform Law on the international Sale of Goods (CISG) is hereby excluded.
- If the conditions imposed by § 38 of the German Code of Civil Procedure for an agreement as to legal venue are satisfied, the legal venue for all claims by the contracting parties will be Lübeck.