§ 2 Offers, Scope of Services and Conclusion of Contract: Our contract offers are always non-binding. For the scope of the services due under the contract, our written confirmations of order are exclusively decisive. On demand, telephone orders are confirmed in writing. The documents and information referred to in the offer or in the confirmation of order, such as illustrations, drawings and weights, are in general approximate only, unless they are explessly indicated as binding. Minor differences in colour, size and form are permissible, to the extent that they are reasonable for the buyer. We reserve the right to make technical variations. Partial deliveries are permitted. The rights of property and copyrights in any illustration, calculation, drawing, catalogue content as well as in other sales and advertising materials are retained exclusively by us.They may be used for own or other purposes only with our express written agreement.
§ 3 Prices: The prices are considered to be ex works and exclusive of packaging or other costs of carriage or shipping charges, but plus the applicable statutory sales tax. Packaging is charged at cost price and will only be taken back if we are obliged to do so by virtue of a binding legal regulation.
§ 4 Conditions of payment: Unless otherwise agreed in writing, invoices become due and payable within 8 days with a 2% discount and within 30 days without deduction. The precondition for granting a discount is that all prior invoices have been settled. Invoices for services and assembly services are payable immediately and net without deduction. In the case of partial deliveries, we reserve the right to charge pro rata. If there is culpable failure to meet the deadline for payment, we charge interest at a rate of 8% above the base rate applicable at that time, subject to the enforcement of further claims. In the case of payment by instalments, the total amount becomes payable forthwith, if an agreed payment deadline has not been met. In justified cases, we reserve the right to make deliveries on receipt of payments in advance etc.
§ 5 Assemblies: Unless otherwise agreed, we carry out assembly works ourselves. We are entitled to engage subcontractors. Invoicing is made offer-related. The client shall ensure that the assembly or construction sites are prepared by the agreed date. Additional costs incurred from difficult conditions or from expenditure caused by delay are invoiced separately.
§ 6 Delivery Time and Delivery Conditions: Our delivery dates and delivery times shall be considered as approximate and not binding, unless they have been expressly stated to be fixed dates. Technical questions shall be clarified in advance, later variations or amendments may result in postponements. The same applies to actions in the context of labour disputes (strikes), delivery delays of subsuppliers, traffic incidents or breakdowns, shortage of materials or energy etc. If unreasonably long delays of delivery become apparent, we are entitled to withdraw from contract. Liability for a delay in delivery is excluded.
§ 7 Shipment, Transfer of Risks: The risk in the delivery items shall pass to the buyer, as soon as we have provided the buyer with these goods and have notified the buyer accordingly. Shipment is always at cost and risk of the buyer and the addressee respectively. Deliveries are made free kerb without unloading. Attention: Please inform the carrier/haulage contractor immediately about any damage in transit (for the purpose of damage assessment) and please indicate any damage in transit at the delivery note of the supplier. Your insurance covers the loss only if there is a proper damage assessment.
§ 8 Claims for defects: Our goods and services shall be checked for defects immediately after receipt or performance. Any complaint shall be notified to us in writing at the latest within 10 days after receipt or performance; a complaint does not entitle to withholding or to a reduction of payments. The claims für defects are limited to subsequent performance (rectification) by us. Only if this subsequent performance cannot be ensured by us, an authorised third party may be consulted. Warranty claims shall be excluded, if we have not been notified timely and have not been given the opportunity for rectification. Natural wear and tear and improper treatment of the goods as well as deliberate or grossly negligent cause of damage are excluded. A belated complaint related to defects in the context of assembly services is excluded, if these defects were apparent already at the date of acceptance. The warranty obligation shall apply for a period of one year following the date of dispatch or assembly.
§ 9 Reservation of Title: We reserve title to the delivered goods until all payments have been made. The reservation of title shall also apply until all claims including future claims and contingent claims arising from the business relationship between the buyer and us have been fulfilled. The buyer is not entitled to assign the goods by way of security or to pawn the goods, but he is entitled to resale the reserved goods in the context of the regular course of business.He herewith assigns the claims arising therefrom against his business partners to us. If the buyer works or processes goods, the reservation of title shall also apply for the entire new item. The buyer acquires joint ownership in the same proportion that corresponds to the ratio of the value of his goods to the value of the goods delivered by us. We are entitled to enforce rights related to the retention of title without withdrawing from the contract. If there is a real risk related to our claims, we or an authorised representative shall be entitled to access to the goods at the place of storage. In the case of delay of payment we are entitled to cede the claims to a third party, e.g. to a debt collecting agency. The buyer undertakes to sufficiently insure, at his own cost, the goods submitted to him against risks of damage (fire, water, theft).
§ 10 Place of Performance, Place of Jurisdiction, Partial Ineffectiveness: The place of performance for all obligations arising directly or indirectly from such contract relationship, including the payment obligation, is “Hildesheim“. This agreement also applies to legal entities under public law. Place of jurisdiction is the venue legally responsible for our registered office, as far as the buyer is a merchant or a legal entity under public law. We are also entitled to sue before a court which is competent for the headquarters or a branch of the buyer. The ineffectiveness of singular provisions or parts of the contract does not affect the effectiveness of the other regulations. The contractual partners are obligated to substitute, in good faith and within reasonable limits, an ineffective provision by an effective regulation which equals their economic success, provided that this does not result in a fundamental variation of the subject terms of contract; the same applies if circumstances in need of regulation are not explicitly regulated.