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Conditions

1. General

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  1. The following general terms and conditions are part of every contract I have concluded.

  2. Any purchase conditions of the customer do not apply, unless I have expressly accepted them in writing.

  3. German law applies exclusively to all legal relationships with the buyer / client. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply in the relationship between me and the client.

  4. These conditions apply to legal transactions with entrepreneurs. I only deliver to clients who act in the course of their commercial or independent professional activity when entering into a legal transaction, as well as legal entities under public law and special funds under public law (bilateral commercial transactions).

  5. Flensburg is agreed as the place of performance for delivery and payment as well as the place of jurisdiction, with the proviso that I am also entitled to sue at the location of the customer's registered office or branch.

 

2 offers, conclusion of contract, prices

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  1. My offers are free according to quantity, price and delivery time. With the order, the buyer makes a binding declaration that he wants to purchase the goods / service he ordered. The acceptance leading to the conclusion of the contract can be explained by the delivery of the goods or by the provision of the service or by the fact that I confirm the acceptance of the order in another way. With the acceptance by me the contract came into being.

  2. Entrepreneurs and consequently the buyer / client are not entitled to a right of withdrawal.

  3. Technical and design deviations from descriptions and information in documents, as well as model, construction and material changes in the course of technical progress are reserved, without that rights can be derived against me.

  4. My prices are net prices. The VAT rate valid on the day of delivery applies, issued by the Federal Republic of Germany.

 

3 shipping

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  1. The collection of the delivery item has to be done by the buyer / client and immediately after notification of the provision.

  2. If the buyer / client is in default of acceptance, I am entitled to demand compensation for the expenses I incur. With the onset of default in acceptance, the risk of accidental deterioration and accidental loss passes to the buyer / client.

  3. If the shipment is delayed for reasons for which we are not responsible, the risk is transferred to the buyer / client when the readiness for shipment is reported.

 

4 Delivery, withdrawal

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  1. Information on the delivery date is not binding on my part and is only a non-binding estimate. The agreement of fixed delivery dates must be in writing.

  2. The conclusion of the contract is subject to correct and timely delivery. I am therefore entitled to withdraw if my supplier or cooperation partner does not fulfill the purchase contract concluded with me prior to the conclusion of the respective sales contract for reasons beyond my control.

  3. In addition, I am entitled to withdraw from closed contracts if, due to disasters, war events or similar circumstances, the creation or procurement is significantly more difficult than when the contract was concluded. In any case, it is considered to be a major complication if the market price of the purchased service has increased by 25% or more between the conclusion of the respective sales contract and the intended delivery date.

  4. In the case of malfunctions in my company or my technology for which I am not responsible, as well as in the case of hindering official measures, the delivery period is extended by the duration of the malfunction. In addition, I am entitled to withdraw from concluded contracts if the fault persists for more than four weeks without my fault. Disruption in the aforementioned sense also includes those interruptions or restrictions in operation which are caused by illnesses, industrial action or the like.

 

5 Acceptance and acceptance, inspection, notification of defects

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  1. The buyer is obliged to also accept partial deliveries. Partial deliveries can be invoiced immediately.

  2. For deliveries on call, the call within the agreed period is a main obligation.

  3. Delivery items, even if they have minor defects, are to be accepted by the customer without prejudice to the existence of any warranty claims.

  4. The buyer is obliged to examine the delivery item for any defects upon delivery and to notify me of these immediately in writing. The relevant regulations and legal consequences of the HGB apply accordingly.

 

6 retention of title

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  1. The delivered goods remain my property until the complete payment of my purchase price claim and all other claims against the buyer / client. The retention of title remains even if individual claims are included in a current invoice and the balance is drawn and recognized.

  2. If the reserved goods delivered by me are treated or processed by the buyer, the treatment and processing takes place for me as a "manufacturer" within the meaning of § 950 BGB.

  3. If my reserved goods are combined, mixed or processed together with such goods of the buyer or with third party reserved goods, I acquire co-ownership from the new item or the mixed stock in the ratio of the value of my reserved goods to the other goods at the time of Connection, mixing or processing. I make no claim to the increase in value brought about by combining, mixing or processing.

    1. The buyer / client already makes his claim to us with all ancillary rights from the resale of my reserved goods as well as according to section 6.2 in our ownership or according to section 6.3 our jointly owned goods as security for all claims to which we are entitled against the buyer at the time of the resale from.

    2. In the case of resale of the goods which we have joint ownership according to Section 6.3, only that part of the claim that corresponds to the value of our co-ownership share is deemed assigned.

    3. If the buyer / client has sold the claim from the resale in the context of real factoring, he will assign the claim against the factor to her instead of me.

    4. I hereby expressly accept the above assignments.

    5. If the value of the claims assigned to me for security purposes exceeds my claims against the buyer / client by more than 20%, I am obliged at the request of the buyer / client to release any existing security.

  4. The buyer / client is only entitled to resell my reserved goods as well as the goods in our ownership in accordance with Section 6.2 or in our joint ownership in accordance with Section 6.3 within the scope of his normal business dealings and only under the condition that the purchase price claim from the resale in accordance with Section 6.4 is available to me transforms.

  5. The buyer / client is obliged to adequately insure my goods subject to retention of title as well as the goods in my ownership in accordance with section 6.2 or in my co-ownership in accordance with section 6.3 against loss and damage due to fire, theft, water and similar hazards and to provide me with proof of insurance protection on request . The buyer / client hereby assigns to me his claims for compensation, which he is entitled to against insurance companies or other persons liable to pay compensation. The above assignment is also hereby accepted.

  6. Any impairment to my goods subject to retention of title as well as to the goods in my ownership in accordance with Section 6.2 or in my joint ownership in accordance with Section 6.3 must be notified to me immediately, as well as access by third parties.

  7. If I take back the object of purchase due to the retention of title, this does not count as a withdrawal from the contract. I can then satisfy myself with the reserved goods taken back by direct sale.

 

7 payment

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  1. Unless otherwise agreed, the claims from my invoices are payable in advance, cash on delivery or SEPA direct debit. Without prejudice to an individual contract goods due immediately upon collection or delivery.

  2. Despite the payment terms of the buyer / customer stating otherwise, I am entitled to offset payments against the oldest debt. If costs and interest have already arisen, I am entitled to offset the payment first against the costs, then against the interest and finally against the main claim.

  3. The buyer / client is also in default without a reminder if he has not paid within 30 days of receipt of the invoice. Upon receipt of a reminder, default may also occur 30 days after receipt of the invoice. Default interest is charged at 8 percentage points above the respective base rate. The assertion of a higher interest damage remains reserved.

  4. If the buyer / client does not meet his payment obligations in accordance with the contract, or if he suspends his payments or if I become aware of other circumstances that question the creditworthiness of the buyer / client, I am entitled to demand payment of the entire remaining debt. Section 321 of the German Civil Code applies with the proviso that I have the right to object if the buyer's / client's financial position was already bad when the contract was concluded, but this was not known to me.

  5. The buyer cannot assert any rights of retention against my claims. Furthermore, offsetting against my claims is excluded, unless the counterclaim is undisputed or legally established.

 

8 Warranty

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  1. Information about my goods are generally pure quality information, unless they are expressly referred to as guaranteed properties.

  2. Goods taken over or delivered must be checked by the buyer immediately for any defects. If there are any, they must be reported to me immediately in writing. Otherwise, § 377 ff. HGB apply. In addition, warranty claims are generally excluded if, as a result of forwarding or processing or processing the goods delivered by me or other circumstances, we can no longer check properly and determine whether a defect in the goods actually exists.

  3. Warranty claims expire within 12 months, starting with the delivery of the item.

  4. The guarantee for the sale of used items is generally excluded.

  5. If the buyer makes a claim under warranty and it turns out that a warranty claim does not exist (for example user errors, improper handling of the object of purchase, non-existence of a defect), the buyer has all costs incurred in connection with the inspection of the object of purchase replace.

  6. Insofar as the manufacturer grants the buyer a voluntary guarantee for the delivered goods, the type and scope of the guarantee are based solely on the content of the manufacturer's guarantee. From this guarantee - as far as this guarantee goes beyond the statutory warranty rights - only the manufacturer can be claimed.

 

9 liability

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  1. In all cases in which I am obliged to pay damages or reimbursement of expenses due to contractual or legal claims, I am only liable to the extent that I, my cooperation partners, legal representatives or vicarious agents act with intent or gross negligence.

  2. Liability for culpable violation of essential contractual obligations remains unaffected. Significant contractual obligations are those which grant the contracting parties the rights that the contract has to grant according to its content and purpose, in particular the obligations whose fulfillment enables the orderly execution of the contract in the first place and on the observance of which the contracting partner can regularly trust and trust .

  3. Insofar as an attributable breach of duty is based on simple negligence and a substantial contractual obligation is culpably violated, my liability for damages is limited to the foreseeable damage that typically occurs in comparable cases.

  4. The above disclaimers do not apply in the event of killing, injury to health or the body, for guaranteed quality features and in the event of any liability under the Product Liability Act. In these cases I am liable according to the legal regulations.

  5. Any other liability on my part is excluded.

  6. The above disclaimers and restrictions apply to the same extent in favor of my cooperation partners, legal representatives, employees and other vicarious agents.

 

10 property rights or copyrights

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  1. The buyer / client will inform me immediately and in writing if he is informed of the violation of property rights or copyrights by a product I have supplied. I am solely entitled and obliged to defend the buyer / client against the claims of the owner of such rights and to settle these claims at my own expense insofar as they are based on the direct violation of a product I have supplied. Basically, I will endeavor to give the buyer the right to use it. If this is not possible for me under economically reasonable conditions, I will change or replace this product at my own choice in such a way that the property right is not violated or take back the product and reimburse the purchase price minus any amount for the granted use.

  2. Conversely, the buyer will defend or indemnify me against all claims of the owner of such rights, which arise against me by following the instructions of the buyer / client or by the buyer / client changing the product or integrating it into the system.

  3. Programs and associated documentation provided by me are only intended for the buyer's own use within the scope of a simple, non-transferable license, and only for the products / services I deliver. The buyer may not make these programs and documentation available to third parties without my written consent, even if they are resold. Copies - without assumption of costs and liability by me - may only be made for archive purposes, as a replacement or for troubleshooting. If originals bear a note referring to copyright protection, the customer must also make copies of them.

 

11 export

  1. The export of my goods / services to other countries or non-EU countries requires my written consent, irrespective of the fact that the buyer has to ensure that he receives all official import and export permits himself.

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