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1.
All offers, deliveries and services shall be governed exclusively by our Standard Terms and Conditions. These shall also apply to all future business relationships. Any conflicting terms and conditions of business or purchase of the Buyer are hereby opposed.
2.
Drawings, diagrams, measurements, weights or other performance data shall not constitute agreements covering characteristics within the meaning of § 434 Para. 1, Sentence 1 BGB (German Civil Code). Such information is only binding if it is expressly agreed in writing. Samples shall only be deemed as non-binding representative samples.
3.
Our prices are net prices plus statutory VAT.
If there is a period of more than four months between conclusion of the contract and the agreed and/or actual delivery date, our prices which are valid at the time of delivery or provision shall apply. Should the prices last quoted exceed those which were first agreed by more than 5%, the Buyer shall be entitled to withdraw from the contract.
4.
Delivery dates and terms of delivery are only binding if they are agreed in writing.
5.
Invoices are due for payment within 30 days of the invoice date without discount. Unless otherwise agreed, a 2% discount shall be granted if payment is effected within 14 days.
6.
If the Buyer is in default with payment or if circumstances come to our notice which place the Buyer’s creditworthiness in doubt, we shall be entitled to call in all claims which are still outstanding. Moreover, we shall be entitled to withdraw in part or in full from contracts which are still running. We can make orders which have not yet been completed contingent upon advance payments or the provision of security.
7.
The Buyer shall only be entitled to withhold payments or offset against counterclaims provided its counterclaims are undisputed or have been legally established. The Buyer shall only be entitled to assign claims directed against us with our prior written consent. We shall be entitled at any time to offset credit notes we have issued against outstanding claims against the Buyer.
8.
Recognisable defects with respect to our deliveries, including the delivery of incorrect quantities or the delivery of goods that differ from those which have been ordered, must be notified in writing within eight days (date of receipt by us) after delivery. Hidden defects must be notified by the Buyer within eight days (date of receipt by us) after they have come to its notice.
9.
If the Buyer asserts warranty claims, it shall first give us the required time and opportunity to carry out the subsequent improvements and/or replacement deliveries that we consider necessary, otherwise we shall be released from liability for the resulting consequences. The Buyer shall only be entitled to remedy the damage itself or have it remedied by third parties and demand compensation from us for the required expenditure in urgent cases, for example, to avert disproportionately large damage that would not be otherwise preventable, although we must be notified immediately. We shall accept no responsibility for inappropriate or improper use, incorrect or negligent handling and/or storage or incorrect processing of the goods we have delivered. Should subsequent improvements be carried out improperly by the Buyer or a third party, we shall also be released from liability for the resulting consequences.
10.
We shall only be liable for damage other than to the actual item we have delivered – for whatever legal reasons – in the event of intent or gross negligence on the part of our management bodies or executive employees, culpable injury to life, body or health or fraudulently concealed defects, if a guarantee of characteristics we have granted is breached or if we are liable according to the German Product Liability Law for Personal or Material Damage to Privately Used Items. In the event of culpable infringement of significant contractual obligations, we shall also accept liability for the gross negligence of non-executive employees and for minor negligence; in the latter case liability shall be restricted to contract-typical and reasonably foreseeable damage. If the goods we have delivered cannot be used by the Buyer in conformity with the contract due to negligence on our part as a result of failing to implement or incorrectly implementing recommendations or guidance issued prior to or after conclusion of the contract or due to the breach of other additional contractual obligations – in particular, instructions for processing the goods – the aforementioned sections shall apply accordingly. Other claims are excluded.
11.
All claims of the Buyer – for whatever legal reasons – shall become statute-barred in 12 months, with the exception of warranty claims by consumers for defects relating to new goods we have supplied to consumers, which shall become statute-barred in 2 years from commencement of the limitation period. The statutory time periods shall apply to premeditated or fraudulent conduct and to claims asserted according to Product Liability Law. These shall also apply to defects relating to goods we have supplied which have been used for structural work according to their normal application.
12.
We shall reserve the title to the goods we have delivered (reserved goods) until all claims against the Buyer to which we are entitled for any legal reasons either now or in the future have been fulfilled. Processing or transformation of the purchased goods by the Buyer shall always be carried out for us without any obligation on our part. If the reserved goods are processed or blended with other items that do not belong to us, we shall acquire joint title to the new item in proportion to the value of the purchased goods compared with the other processed or blended goods at the time of processing or blending. If another of the items that is included in the processing or blending is deemed the main item, the Buyer shall transfer joint ownership of the new item to us on a pro rata basis.
If the reserved goods are seized or are subject to any other interventions by third parties, the Buyer must point out our ownership and inform us immediately in writing. The Buyer shall be entitled to process and sell the reserved goods in the course of ordinary business dealings.
As a safeguard, the Buyer shall herewith assign to us its claims against third parties arising with respect to the reserved goods from their resale or processing or due to another legal reason (insurance, tortious act, etc.).
We undertake to release the security that we hold at the Buyer’s request insofar as the value thereof exceeds the claims to be secured by more than 20%.
13.
In the case of orders from businessmen, it is agreed that the place of performance for mutual obligations is the location of the warehouse from which we make the respective delivery.
14.
The place of jurisdiction for legal disputes resulting from orders by business men is Stuttgart, although we are also entitled to initiate legal proceedings at the Buyer’s general place of jurisdiction.
15.
We point out in accordance with the German Federal Data Protection Act that we process our customers’ data by computer and keep it on file.
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