GTC

1. acceptance of the conditions of sale and placing of order

All offers and agreements are based exclusively on the following terms and conditions; deviating terms and conditions of the customer which are not expressly recognized in writing are not binding:

All agreements shall only become binding upon written confirmation by the supplier. The same applies to supplements, amendments and ancillary agreements.

The information, drawings, illustrations and service descriptions contained in catalogs, price lists or the documents belonging to the offer are approximate values customary in the industry, unless they are expressly designated as binding in the order confirmation.

2nd delivery

The delivery time is only approximately agreed. It shall commence on the day on which the order confirmation is sent and shall be deemed to have been complied with if the goods have left the factory at the agreed time.

The delivery period shall be extended appropriately in the event of unforeseeable extraordinary events which the supplier could not avert despite reasonable care in the circumstances of the individual case, insofar as they have a significant influence on the completion or delivery of the delivery item. This includes, in particular, official interventions, operational disruptions, labor disputes, delays in the delivery of raw and auxiliary materials as well as rejects of a workpiece. If delivery or performance becomes impossible due to the aforementioned events, the supplier shall be released from the delivery obligations without the customer being able to demand compensation.

3. pricing

Unless otherwise expressly agreed, prices are ex works, excluding packaging, freight, postage and value protection. If a significant change in certain cost factors occurs, the agreed price may be adjusted to an appropriate extent in accordance with the influence of the relevant cost factors.

4. terms of payment

Payment shall be subject to the terms and conditions stated in the offer or order confirmation. If the deadline is exceeded, the supplier shall be entitled to charge interest on arrears at a rate of 3% above the respective discount rate of the Deutsche Bundesbank. Bills of exchange shall only be accepted on account of performance and on condition that they are discountable. Discount charges are calculated from the due date of the invoice amount.

If, after conclusion of the contract, the Supplier becomes aware of facts concerning a significant deterioration in the financial circumstances of the Purchaser which, according to dutiful commercial judgment, are likely to jeopardize his claim to counter-performance, he may demand the provision of suitable security within a reasonable period of time or performance in return until the time of his performance. If the Purchaser fails to comply with the Supplier’s justified request or fails to do so in good time, the Supplier may withdraw from the contract or claim damages for non-performance.

5. transfer of shipment and risk

Shipment is ex works and at the risk of the recipient, even in the case of carriage paid delivery.

6. reservation of title

The Supplier shall retain title to the delivered goods until all claims arising from the business relationship, including future claims arising from contracts concluded with the Customer at the same time or at a later date, have been fulfilled. The purchaser is entitled to sell these goods in the ordinary course of business as long as he meets his obligations arising from the business relationship with the supplier in good time. However, he may neither pledge the reserved goods nor assign them as security. He is obliged to secure the rights of the supplier when reselling the reserved goods on credit.

In the event of default of payment by the Purchaser, the Supplier shall be entitled to demand the provisional surrender of the reserved goods at the Purchaser’s expense, even without exercising the right of rescission and without setting a grace period.

Any processing or further processing of the reserved goods shall always be carried out by the customer on behalf of the supplier. If the reserved goods are processed or mixed with other items not belonging to the supplier, the supplier shall acquire ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed or mixed items. If the Supplier’s goods are combined or inseparably mixed with other items to form a single item, and if the other item is to be regarded as the main item, it is agreed that the Customer shall transfer pro rata ownership to the Supplier. The customer shall hold the property or co-property for the supplier.

All claims and rights arising from the sale of goods to which the Supplier is entitled to ownership rights are hereby assigned by the Customer to the Supplier as security. The supplier hereby accepts the assignment.

The purchaser must inform the supplier immediately of any enforcement measures by third parties against the reserved goods or the claims assigned to the supplier or other securities, handing over the documents necessary for an intervention.

7. warranty

If the delivered goods are defective, the supplier shall – at his discretion and to the exclusion of any further warranty claims by the customer – repair or replace the goods.

The discovery of such defects must be reported to the supplier in writing without delay – in the case of recognizable defects no later than 8 days after receipt of the goods, in the case of hidden defects immediately after they become apparent.

No warranty is assumed for damage caused by the following reasons: Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, unless they are attributable to the fault of the supplier.

After consultation with the Supplier, the Purchaser shall give the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which the Supplier deems necessary at its reasonable discretion, otherwise the Supplier shall be released from liability for defects.

Of the direct costs arising from the repair or replacement delivery, the supplier shall bear – insofar as the complaint proves to be justified – the costs of the replacement part including shipping as well as the reasonable costs of removal and installation. Otherwise, the customer shall bear the costs.

Claims for damages arising from delay, culpable breach, contractual secondary obligations, culpa in contrahendo and tort are excluded, unless they are based on intent or gross negligence on the part of the supplier or its executive employees.

Liability for grossly negligent breaches is also limited to compensation for damages foreseeable at the time the contract was concluded.

8. fulfillment and place of jurisdiction

The place of performance for all obligations arising from the contractual relationship is Dingelstädt.
The place of jurisdiction is the Mühlhausen Local Court.