Delivery Conditions
General Delivery Conditions
I. General
1. Unless a special written agreement between the customer and the supplier takes precedence, the contract is concluded under the conditions contained in the supplier's written order confirmation and in these delivery conditions. Conflicting purchasing conditions of the customer are not binding for the supplier even if they are not expressly contradicted.
2. All legally relevant declarations and agreements of the contracting parties must be in writing to be valid.
3. The customer and the supplier may only transfer their rights from the contract to third parties with the prior mutual consent.
4. As assured or guaranteed, only those properties are deemed to be those that are expressly stated as assured or guaranteed in the contract.
5. The supplier is entitled to make changes to the delivery item if he deems this necessary due to the design development and technical progress.
II. Plans and technical documents
1. Brochures and catalogs are non-binding. Information in plans and technical documents are only binding if they are expressly guaranteed.
2. The supplier retains all rights to the plans and technical documents supplied by him. These may not be made accessible to third parties. If no order is placed, all plans must be returned to the supplier immediately.
III. Price
1. In the absence of other agreements, the prices apply to deliveries from Germany unpackaged,
loaded from the respective delivery plant.
2. For packaging that is done to the best of our judgement, the cost price of wages and material will be charged by the supplier. Packaging material will not be taken back.
3. If costs change before delivery, the supplier reserves the right to adjust the price accordingly.
IV. Delivery time
1. The delivery period begins as soon as the contract is concluded and the customer has created all the contractually agreed conditions to be provided by him, in particular has made the agreed payments and securities and clarified all the technical details required to carry out the order.
2. The delivery period is met if the delivery item is in the respective delivery plant by the time it expires
is ready for shipment.
3. Adherence to the delivery time by the supplier presupposes the fulfillment of the contractual obligations by the customer.
4. The delivery period is extended appropriately if compliance with it becomes impossible: due to a circumstance occurring after the conclusion of the contract which is beyond the control of the supplier and which stands in the way of the completion or delivery of the delivery item. Such circumstances (supplier's reasons for exoneration) are, for example: all cases of force majeure, war, war-like conditions, operational disruptions, lack of energy and raw materials, fire, lack of means of transport and lack of workers/skilled workers due to a pandemic or labor conflicts as well as other direct and indirect effects pandemic and labor disputes, late delivery by the sub-supplier, rejects in our own works or at the sub-supplier's and other production interruptions for which the supplier is not responsible, even if they occur during the delay in delivery. The same applies if official or other third-party approvals required for the execution of deliveries lead to delays. The same applies if the information required for the execution of the delivery is missing from the customer or if the delivery is delayed due to an action or omission on the part of the customer. The supplier will inform the customer of the beginning and end of such hindrances and delays as soon as possible.
5. If the supplier is in default and the customer suffers damage as a result, he is entitled to demand lump-sum compensation for the delay. For each full week of delay, it amounts to 0.5% of the value of that part of the total delivery that cannot be used on time or in accordance with the contract as a result of the delay. The total compensation will in no event exceed 5% of the above contract price.
6. The customer can withdraw from the contract without setting a deadline if the supplier is finally unable to perform the entire service before the transfer of risk. The customer can also withdraw from the contract if it is impossible to carry out part of the delivery for an order and he has a legitimate interest in refusing the partial delivery. If this is not the case, the customer must pay the contractual price for the partial delivery. The same applies if the supplier is unable to do so. For the rest, Section X. 2 applies.
7. If the impossibility or inability occurs during the delay in acceptance, or if the customer is solely or predominantly responsible for these circumstances, he remains obliged to provide consideration.
8. If the customer grants the defaulting supplier a reasonable period of time for performance - taking into account the statutory exceptions - and the deadline is not met, the customer is entitled to withdraw within the framework of the statutory provisions.
9. Further claims from delay in delivery are determined exclusively according to Section X. 2. of these conditions.
V. Passing of risk
1. The point in time at which risk passes is determined according to the agreed Incoterms as they apply on the day the contract is concluded.
2. In the case of delivery ex works, the risk is transferred to the customer when the goods are ready for dispatch.
Vl. takeover
1. Insignificant defects/reasons do not entitle the customer to refuse acceptance of the delivery.
2. The admissibility of partial deliveries is deemed to have been agreed.
3. Acceptance tests, which are carried out outside the normal control of the supplier, are at the expense of the customer and require express agreement.
4. If the customer does not accept the delivery at the contractually agreed time, the customer must nevertheless make the payments owed by the agreed due dates. If shipping is delayed for reasons for which the supplier is not responsible, the delivery will be stored and insured at the expense and risk of the customer.
VII. Payment
1. The customer must make payment in accordance with the agreed terms of payment. In the absence of a special agreement, the customer must pay 1/3 of the contract price immediately after conclusion of the contract and 2/3 after notification of readiness for dispatch without deduction free the supplier's payment office.
2. If the customer is in arrears with a payment or if circumstances can be proven
that the customer's creditworthiness is no longer given, the supplier is entitled to
to defer actions necessary to fulfill its contractual obligations.
3. If the agreed payment dates are exceeded, the supplier is entitled, in addition to the outstanding payment, to demand interest on arrears in the amount of the bank interest customary at the supplier's location for an uncovered loan. If the customer does not make any payment after a reasonable period of time, without prejudice to further rights of the
the entire remaining debt is due immediately.
4. The customer can only withhold payments of the same amount or offset them in the same amount because of counterclaims recognized by the supplier, including claims for liability for defects.
5. If the delivery item was delivered before payment of all amounts owed by the customer, the customer is obliged to insure the delivery item adequately in favor of the supplier until full payment has been made.
VIII. Retention of title
1. Deliveries are made exclusively under retention of title. Ownership is only transferred to the customer when he has fulfilled all of his obligations from all deliveries of goods and other services provided by the supplier.
2. If the delivery item is permanently connected to another item, the purchaser shall transfer to the supplier in advance any ownership or co-ownership rights acquired through the connection until all of his payment obligations have been fully met.
3. If the delivery item is sold by the customer - for which he requires the express approval of the supplier - the customer assigns a claim from the sale contract to the supplier in advance until all of his payment obligations have been completely fulfilled.
4. The customer may neither pledge nor transfer ownership of the delivery item without the consent of the supplier until his payment obligations have been fully met and must notify the supplier immediately in writing of any seizure of the delivery item by third parties or other impairments to the supplier's property rights.
5. The customer is obliged to cooperate in measures that are necessary to protect the property of the supplier. If the validity of the retention of title requires an entry in a retention of title register or similar public register, the customer authorizes the supplier by signing the contract to make the entry or prior notice of the retention of title in public registers, books or the like in accordance with the relevant national laws and at the expense of the customer to fulfill all relevant formalities.
IX. Scope and duration of liability for defects
The supplier shall be liable for defects in the delivery to the exclusion of further claims - subject to Section X. 2. - as follows:
1. All those parts that turn out to be defective as a result of a circumstance that occurred before the transfer of risk are to be repaired or replaced free of charge at the discretion of the supplier. The supplier must be notified immediately in writing if such defects are identified. Replaced parts become the property of the Supplier.
2. After agreement with the supplier, the customer must give the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries that the supplier deems necessary; otherwise the supplier is released from liability for the resulting consequences. Only in urgent cases of endangering operational safety or to prevent disproportionately large damage, in which case the supplier must be informed immediately, does the customer have the right to have the defect remedied himself or through a third party and to demand reimbursement of the necessary expenses from the supplier.
3. Of the costs arising from the rectification or replacement delivery, the supplier shall bear the costs of the replacement part including shipping, import/customs and the reasonable costs of removal and installation, if the complaint turns out to be justified can reasonably be demanded depending on the situation of the individual case, the costs of any necessary provision of his fitters and assistants.
4. Within the scope of the statutory provisions, the customer has the right to withdraw from the contract if the supplier - taking into account the statutory exceptions - allows a reasonable deadline set for him for the repair or replacement delivery due to a material defect to elapse without result. If there is only an insignificant defect, the customer only has the right to reduce the contract price. The right to reduce the contract price is otherwise excluded.
5. No liability is assumed in particular in the following cases:
Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, normal wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating resources, construction-related deficiencies, electrical and/or chemical influences - unless the supplier is responsible for them .
6. If the customer or a third party makes improper improvements, the supplier is not liable for the resulting consequences. The same applies to changes made to the delivery item without the prior consent of the supplier.
7. The liability period for defects is 12 months from commissioning, but no longer than 18 months after delivery, whichever occurs first. The liability period for defects for replaced or newly installed parts expires at the latest 18 months from the date of the conclusion of the contract.
8. If the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany, the supplier will, at its own expense, provide the customer with the right to continue using it or modify the delivery item in a manner that is reasonable for the customer in such a way that the infringement of property rights no longer occurs consists.
If this is not possible under economically reasonable conditions or within a reasonable period of time, the customer is entitled to withdraw from the contract. Under the conditions mentioned, the supplier also has the right to withdraw from the contract. In addition, the supplier will indemnify the customer against undisputed or legally established claims of the relevant property right holder.
9. The provisions in Section IX. 8. Subject to Section X. 2., the supplier's obligations are final in the event of an infringement of industrial property rights or copyrights.
They only exist if
· the customer informs the supplier immediately of asserted infringements of industrial property rights or copyrights,
· the supplier reserves the right to take all defensive measures, including out-of-court settlements,
· the defect of title was not caused by the fact that the customer changed the delivery item on his own authority or used it in a manner that was not in accordance with the contract.
X . Liability
1. If the delivery item cannot be used by the customer in accordance with the contract due to the fault of the supplier as a result of omitted or incorrect execution of suggestions and advice given before or after the conclusion of the contract or through the violation of other contractual ancillary obligations - in particular instructions for operation and maintenance of the delivery item - the following apply to the exclusion of further claims by the customer, the provisions of Sections IX. and X. 2. accordingly.
2. For damage not caused to the delivery item itself, e.g. B. Production downtime, loss of use, loss of orders, lost profits and other indirect or direct damage, the supplier is liable
– for whatever legal reasons – only
· in case of intent,
in the event of gross negligence on the part of the owner / the organs or executives,
in the event of culpable injury to life, limb or health,
in the case of defects which he has fraudulently concealed or whose non-existence he has guaranteed,
· in the event of defects in the delivery item, insofar as there is liability under the Product Liability Act for personal injury or property damage to privately used items.
In the event of a culpable breach of essential contractual obligations, the supplier is also liable for gross negligence on the part of non-managerial employees and for slight negligence; in the latter case limited to the contract-typical, reasonably foreseeable damage.
3. Further claims are excluded.
XI. statute of limitations
All claims of the customer - for whatever legal reasons - become time-barred in
12 months; IX applies to claims for the rectification of defects. 7.
The statutory deadlines apply to intentional or fraudulent behavior and to claims under the Product Liability Act. They also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused the building to be defective.
XII. software usage
Insofar as software is included in the scope of delivery, the customer is granted a non-exclusive right to use the software supplied, including its documentation. It is made available for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.
The customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law. The customer undertakes not to remove manufacturer information - in particular copyright notices - or to change them without the prior express consent of the supplier. All other rights to the software and the documentation including the copies remain with the supplier or the software supplier. Sublicensing is not permitted.
XIII. Assembly
If the supplier also takes over the installation of the delivery item, the supplier's assembly conditions shall apply to them, unless special contractual agreements have been made.
XIV. Governing Law and Jurisdiction
1. The contract is subject to German law.
2. In the event of any disputes arising from the contractual relationship, legal action must be taken at the court responsible for the supplier's head office or branch office carrying out the delivery. The supplier is also entitled to sue at the customer's headquarters.
