exclusively for use in business transactions with entrepreneurs, legal entities under public law or special funds under public law.
Stand: January 2023
§ 1 General, Scope
1.1 Our deliveries and services are provided exclusively on the basis of the following conditions. They apply in particular to contracts for the sale and/or delivery of movable items (“goods”), regardless of whether we manufacture the goods ourselves or buy them from suppliers (§§ 433, 650 BGB). Deviating, conflicting or supplementary general terms and conditions of the customer only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement for consent applies in any case, for example even if we carry out the delivery to the customer without reservation in knowledge of the customer's terms and conditions or even if the customer refers to his terms and conditions when placing the order and we do not expressly object to this.
1.2 Unless otherwise agreed, our terms and conditions apply in the version valid at the time of the customer's order or in the version most recently communicated to him in text form as a framework agreement for future contracts of the same type, without us having to refer to them again in each individual case .
1.3 Individual agreements made with the customer in individual cases (including ancillary agreements, additions and changes) always take precedence over these terms and conditions. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements, whereby in the following also written means written or text form (e.g. letter, e-mail, fax).
1.4 References to the validity of legal regulations are only of clarifying importance. Even without such a clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these terms and conditions.
§ 2 Offer, Offer Documents
2.1 Our offers are subject to change and non-binding, unless expressly marked as a binding offer. This also applies if we have provided the customer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we have ownership rights and copyrights Reserved.
2.2 The customer's order is considered a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer within two weeks of receipt, either in writing or in text form by way of an order confirmation or by delivering the goods.
2.3 In the event that the customer provides us with documents (e.g. drawings, gauges, samples, etc.) for the manufacture of tools, he shall be liable for ensuring that we do not infringe any property rights of third parties through the use of these documents or execution drawings produced by him . In the event of an infringement of property rights, the customer must indemnify us internally from all third-party claims. We are under no obligation to check the documents provided by the customer for a possible infringement of property rights.
2.4 If special tools are ordered, we may exceed or fall short of the order quantity by approx. 10%, but at least by 2 pieces. The amount actually delivered will be charged.
§ 3 Prices, terms of payment
3.1 Unless otherwise agreed, our prices apply ex works including loading in the works, excluding packaging and unloading, plus the applicable statutory sales tax.
3.2 If, at the request of the customer, the goods are sent to a location other than the place of performance (see Section 6.1 of these terms of delivery) (sales by mail), the customer shall bear the transport costs ex our works and the costs of any transport insurance requested by the customer. The customer bears any customs duties, fees, taxes and other public charges.
3.3 Our invoices are due within 30 days of invoicing and delivery or acceptance of the goods. If payment is made within 10 days of invoicing, we grant a 2% discount. Payments are only deemed to have been made once they have been credited unconditionally to one of our accounts. In addition, we are entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We declare a corresponding reservation at the latest with the order confirmation.
3.4 The customer is in default when the above payment deadline expires. Interest is to be paid on the purchase price during the delay at the applicable statutory interest rate. We reserve the right to assert further damage caused by delay. Our claim to the commercial maturity interest (§ 353 HGB) remains unaffected in relation to merchants.
3.5 The customer is only entitled to set-off and retention rights insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the customer's right to retain a part of the purchase price that is reasonable in relation to the defect remains unaffected.
3.6 If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardized by the customer's inability to pay (e.g. due to an application for the opening of insolvency proceedings), we are entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract entitled (§ 321 BGB). In the case of contracts for the production of non-fungible items (custom-made products), we can declare our withdrawal immediately; the statutory provisions on the dispensability of setting deadlines remain unaffected.
§ 4 delivery time
4.1 The delivery period is agreed individually or specified by us when accepting the order. If this is not the case, the delivery period is 4 weeks from the conclusion of the contract. Delivery periods begin only after all execution details have been clarified in full and presuppose the timely and proper fulfillment of the customer's obligations, in particular that all technical requirements and commercial questions have been clarified.
4.2 If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the customer of this immediately and at the same time communicate the expected new delivery deadline. If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately refund any consideration already provided by the customer. A case of non-availability of the service in this sense is, in particular, failure to receive delivery from our suppliers in good time if we have concluded a congruent hedging transaction, neither we nor our suppliers are at fault or we are not obliged to procure in individual cases.
4.3 If the customer does not comply with contractual obligations – including cooperation or ancillary obligations – in particular opening a letter of credit, providing domestic or foreign certificates, making an advance payment or submitting a financing confirmation, examining drawings or samples, disclosing all technical information, or the like, in good time fulfilled, we are entitled to postpone our delivery times - without prejudice to our rights arising from the customer's default - according to the needs of our production process.
4.4 The occurrence of our delay in delivery is determined by the statutory provisions. In any case, however, a written reminder by the customer is required.
4.5 The rights of the customer under Section 11 of these conditions and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to the impossibility or unreasonableness of the service and/or supplementary performance), remain unaffected.
§ 5 Delivery on call
If delivery on call is agreed, we have a contractual right of withdrawal if the call is not made within the agreed period. There is no need to set a grace period with regard to the customer's call-off obligation. In this case, we have the right to demand the agreed purchase price in return for the provision of the entire delivery.
§ 6 Delivery/passing of risk/acceptance/default of acceptance
6.1 Delivery is ex works, which is also the place of performance for the delivery and for any supplementary performance. At the request and expense of the customer, the goods will be sent to another destination within the European Union (sales by mail). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
6.2 We are only entitled to make partial deliveries and partial services if these are of interest to the customer according to the purpose of the contract and the customer does not incur any significant additional expenses as a result.
6.3 The risk of accidental loss and accidental deterioration of the goods is transferred to the customer at the latest when the goods are handed over. In the case of mail-order sales, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay is already transferred when the goods are delivered to the forwarding agent, carrier or other person or institution responsible for carrying out the shipment, whereby the start of the loading process is decisive. Sentence 1 also applies if partial deliveries are made. If shipping or handing over is delayed as a result of a circumstance caused by the customer, the risk passes to the customer from the day on which the delivery item is ready for shipping and we have notified the customer of this. For the rest, the statutory provisions of the law on contracts for work and services apply accordingly to an agreed acceptance. The handover or acceptance is the same if the customer is in default of acceptance.
6.4 If the customer is in default of acceptance, fails to cooperate or if the loading or transport of the goods is delayed for a reason for which the customer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). . For this we calculate compensation based on the agreed net price: 0,5% per calendar week, max. 5% or 15% in the event of final non-acceptance. Clause 5 of these conditions remains unaffected by this regulation.
Evidence of greater damage and our legal claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum is to be offset against further monetary claims. The customer is entitled to prove that we have suffered no damage at all or only a significantly lower damage than the above flat rate.
§ 7 dimensions, weights, quality, technical information
7.1 Standard information refers to the latest valid version.
7.2 Deviations in dimensions, weight and quality are permissible according to DIN or current practice. Other deviations require a special agreement.
7.3 Technical information and descriptions of the delivery item are non-binding. We reserve the right to make design changes if these are reasonable for the customer. We reserve ownership and exclusive copyrights to our cost estimates, drawings and other documents. They may not be made accessible to third parties and must be returned to us immediately upon request or if the order has not been placed with us
§ 8 Warranty, Material Defects
8.1 The statutory provisions shall apply to the rights of the customer in the event of material defects and defects of title (including incorrect and short deliveries), unless otherwise specified below. In all cases, the special statutory provisions for the final delivery of the newly manufactured goods to a consumer remain unaffected, even if the latter has processed them further (supplier recourse in accordance with §§ 478, 445a, 445b BGB).
8.2 The delivered items are to be carefully examined immediately after delivery to the customer or to the third party designated by him. With regard to obvious defects or other defects that would have been recognizable in an immediate, careful inspection, they are deemed to have been approved by the customer if we do not receive a written notice of defects within seven working days of delivery. With regard to other defects, the delivery items are deemed to have been approved by the customer if we do not receive the notice of defects within seven working days after the point in time at which the defect became apparent; if the defect was already evident at an earlier point in time during normal use, this earlier point in time is decisive for the beginning of the complaint period.
8.3 If the delivered item is defective, we can initially choose whether to provide supplementary performance by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse supplementary performance under the statutory requirements remains unaffected.
8.4 The customer must give us the time and opportunity required for the supplementary performance owed, in particular to hand over the object of delivery for inspection purposes. In the case of a replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions. Subsequent performance includes neither the removal of the defective item nor the reinstallation if we were not originally obliged to install it.
8.5 We shall bear or reimburse the expenses required for the purpose of testing and supplementary performance, in particular transport, travel, labor and material costs and any dismantling and installation costs in accordance with the statutory provisions if there is actually a defect. Otherwise, we can demand reimbursement from the customer for the costs incurred from the unjustified request for rectification of defects (in particular inspection and transport costs), unless the customer was not aware of the lack of defectiveness.
8.6 The warranty does not apply if the customer changes the delivery item or has it changed by a third party without our consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer must bear the additional costs of remedying the defect arising from the change.
8.7 In urgent cases, e.g. if operational safety is endangered or to prevent disproportionate damage, the customer has the right to remedy the defect himself and to demand compensation from us for the expenses objectively required for this. We must be informed immediately, if possible beforehand, of such a self-performance. The right to take action ourselves does not exist if we were entitled to refuse subsequent performance in accordance with the statutory provisions.
8.8 If the subsequent performance has failed or a reasonable period of time to be set by the customer for the subsequent performance has expired without success or is unnecessary according to the statutory provisions, the customer can withdraw from the contract or reduce the purchase price. In a minor defect, however, there is no right of withdrawal.
8.9 Claims by the customer for damages or reimbursement of wasted expenses exist only in accordance with Section 11 of these conditions, even in the case of defects, and are otherwise excluded.
8.10 A delivery of used items that has been agreed with the customer in individual cases takes place with the exclusion of any warranty for material defects.
§ 9 Intellectual Property Rights (Liability for Defects in Title)
9.1 In accordance with this section, we guarantee that the delivery item is free of industrial property rights or copyrights of third parties. Each contractual partner shall inform the other contractual partner immediately in writing if claims are asserted against him due to the infringement of such rights.
9.2 In the event that the delivery item infringes an industrial property right or copyright of a third party, we will, at our discretion and at our expense, modify or replace the delivery item in such a way that third-party rights are no longer violated, but the delivery item continues to fulfill the contractually agreed functions , or provide the customer with the right of use by concluding a license agreement with the third party. If we are not able to do this within a reasonable period of time, the customer is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the customer are subject to the restrictions of Section 11 of these General Terms and Conditions of Delivery.
9.3 In the event of infringements of rights by products from other manufacturers supplied by us, we shall, at our discretion, assert our claims against the manufacturers and sub-suppliers for the account of the customer or assign them to them. Claims against us in these cases only exist in accordance with this Section 9 if the judicial enforcement of the aforementioned claims against the manufacturer and sub-supplier was unsuccessful or is futile, e.g. due to insolvency. The statute of limitations for the relevant warranty claims of the customer against us is suspended for the duration of the legal dispute.
§ 10 retention of title
10.1 The delivered goods (reserved goods) remain our property until all claims arising from this contract have been paid in full.
10.2 The goods subject to retention of title may not be pledged to third parties or assigned as security or sold before the secured claims have been paid in full. The customer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to us (e.g. attachments).
10.3 If the customer behaves in breach of contract - in particular if he is in default with the payment of the owed claim for payment - we have the right to withdraw from the contract after we have set a reasonable deadline for performance. If we take back the reserved goods in transactions with companies or in installment transactions with consumers, this already constitutes a withdrawal from the contract. The customer bears the transport costs incurred for the return. It also constitutes a withdrawal from the contract if we seize the reserved goods. We may recycle reserved goods which we have withdrawn. The proceeds of the exploitation will be offset against the amounts that the customer owes us after we have deducted a reasonable amount for the costs of the exploitation.
10.4 In the event of seizure of the goods subject to retention of title by third parties or other interventions by third parties, the customer must refer to our ownership and must notify us in writing without delay so that we can enforce our property rights. If the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for these.
§ 11 Other liability
11.1 Unless otherwise stated in these terms and conditions, including the following provisions, we are liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
11.2 We are liable for damages, in particular for lost profits, business interruption or other financial losses - regardless of the legal basis - in the event of intent and grobhe negligence. We are only liable for simple negligence
- for damage resulting from injury to life, limb or health
- for damages resulting from the breach of a material contractual obligation (obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
11.3 The limitations of liability resulting from 11.2 also apply to breaches of duty by or in favor of persons whose fault we are responsible for according to the statutory provisions. They do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the delivery item. The same applies to customer claims under the Product Liability Act.
11.4 The customer can only withdraw or terminate the contract due to a breach that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (in particular according to §§ 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.
§ 12 Limitation
12.1 Contrary to Section 438 Paragraph 1 No. 3 BGB, the general limitation period for claims arising from material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
12.2 However, if the delivery item is a building or an item that has been used for a building in accordance with its usual purpose and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with the statutory regulation (§ 438 Para 1 No. 2 BGB). Other special statutory regulations on the statute of limitations remain unaffected (in particular § 438 Paragraph 1 No. 1, Paragraph 3, §§ 444, 445 b BGB).
12.3 The above limitation periods of sales law also apply to contractual and non-contractual claims for damages by the customer based on a defect in the delivery item, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the customer pursuant to Section 11.2 Clause 1 and Clause 2, first indent and under the Product Liability Act, however, only lapse after the statutory limitation periods.
§ 13 Partial Invalidity
In the event of the ineffectiveness of individual contractual conditions, the remaining provisions remain fully effective. In place of the invalid provision, such a provision shall apply which, within the scope of what is legally possible, taking into account the economic purpose, comes as close as possible to what the parties wanted or would have wanted in terms of the meaning and purpose of the contract, provided that at the time of conclusion of the contract or would have considered the point when later including the provision.
§ 14 Choice of law and place of jurisdiction
14.1 The law of the Federal Republic of Germany applies to these terms of delivery and the contractual relationship between us and our customers, to the exclusion of uniform international law, in particular the UN Sales Convention.
14.2 If the customer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is that for our registered office in Bobingen responsible district or regional court in Augsburg. The same applies if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases we are also entitled to bring an action at the place of fulfillment of the delivery obligation in accordance with these delivery conditions or a priority individual agreement or at the customer's general place of jurisdiction. Priority legal regulations, in particular regarding exclusive responsibilities, remain unaffected.