General Terms and Conditions / AGB's
1. general - scope of application
1.1. The terms and conditions apply to all current and future business relationships.
1.2 Consumers within the meaning of the business relationship are natural persons with whom a business relationship is entered into without a commercial or self-employed activity being attributable to them.
Entrepreneurs within the meaning of the business relationship are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who act in the exercise of a commercial or independent activity.
Clients within the meaning of the Terms and Conditions are both consumers and entrepreneurs.
1.3. Deviating, conflicting or supplementary general terms and conditions of the client shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing and confirmed in the contract.
1.4. Special conditions for plant construction” shall apply to the assembly of items supplied by us and to be carried out at the customer’s premises.
2. placing of order
2.1. Our offer is subject to change until the contract is awarded.
2.2 By placing an order, the customer makes a binding declaration that he wishes to place the order
. We are entitled to accept the contractual offer contained in the order within two weeks of receipt. Acceptance can be declared either in writing or by handing over the work to the client.
2.3. Our written order confirmation is decisive for the execution of the order.
2.4. The expected delivery date is stated in the written order confirmation.
2.5. The information provided in catalogs, brochures, circulars, advertisements, illustrations and price lists regarding weight, dimensions, capacity, price, performance and the like are only approximate values. They shall become binding if express reference is made to them in the contract.
2.6. The conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with our supplier.
The client shall be informed immediately of the non-availability of the service. The consideration shall be refunded immediately.
2.7. Our employees and other agents are not entitled or authorized to make verbal agreements outside the written content of the contract. The content of the contract is therefore only that which is recorded by us as agreed in writing or confirmed as such by us in writing.
2.8 All documents that can be used in connection with the order placement, such as calculations, drawings, etc., are our property and we reserve their copyright. These documents may not be made accessible to third parties unless the customer has our written consent. If we do not accept the customer’s offer, the customer is obliged to return the documents to us immediately.
3. delivery time
3.1. An agreed delivery time is deemed to be expected. It shall commence on the day the order confirmation is sent, provided that all technical questions have been clarified, and shall be deemed to have been met if the goods have left our works within two weeks of the deadline or if the possibility of dispatching the goods has been notified.
3.2 If the contract is amended after our order confirmation has been sent, the delivery period shall commence anew upon dispatch of our confirmation of the order amendment in accordance with the dimensions of this confirmed order amendment.
3.3. The delivery period shall be extended appropriately – even within a possible delay in delivery – in the event of unforeseeable obstacles which we could not avert by exercising reasonable care in the circumstances of the case. This shall apply in particular in the event of operational disruptions – both in our company and in external companies on which production and transportation is dependent – caused, for example, by war, strike, lockout, riot, coal or energy shortages, failure of means of transport, work restrictions and all other cases of force majeure. We shall notify the customer of such hindrances as soon as we become aware of them, unless the hindrance is already generally known.
3.4. The agreed delivery period shall also be extended by the period during which the client is in default with its obligations to us under this or any other contract.
This shall not affect our further rights with regard to the client’s default.
3.5. The customer shall only be entitled to withdraw from the contract or to claim damages for non-compliance with the delivery deadline if he has set us a reasonable grace period in writing and threatened to refuse delivery. A grace period of two weeks shall be deemed reasonable. If the delay is due to intent or gross negligence, the customer shall be entitled to compensation in the amount of the foreseeable damage. In this case, the liability for damages is limited to 50% of the registered damage.
4. limitations of liability
4.1. In the event of slightly negligent breaches of duty, our liability shall be limited to such damages that arise as a result of other procurement of the goods and to the amount of the purchase price.
We shall not be liable to companies for slightly negligent breach of our contractual obligations.
4.2. The limitations of liability do not apply to the client’s claims arising from product liability. Furthermore, the limitations of liability shall not apply in the event of physical injury or damage to health attributable to us or in the event of loss of life of the client attributable to us.
4.3. If unforeseeable events of 3.3. significantly change the economic significance or the content of the delivery or have a significant impact on our business, the contract shall be adapted appropriately in good faith. If this is not economically justifiable, we shall have the right to withdraw from the contract. If we wish to make use of this right of withdrawal, we must inform the customer immediately after recognizing the consequences of the event, even if an extension of the delivery time was initially agreed with the customer.
5. prices
5.1. The prices are for delivery ex works excluding packaging and freight costs and plus the applicable statutory value added tax.
5.2. Orders for which fixed prices have not been expressly agreed shall be invoiced at the prices applicable on the day of delivery.
5.3. In the case of agreed prices, we reserve the right to demand a corresponding change in the agreed price in the event of a change in material prices, wages, freight rates, energy costs, VAT, customs duties, unless the delivery is made within six weeks, in the case of non-merchants four months, after order confirmation. In the event that cost increases occur in the price change factors, in particular those for pipe materials purchased from the supplier, we may increase the agreed price accordingly under the aforementioned conditions, provided that the cost increase has occurred by the time of delivery.
5.4. All changes to any agreed currency or the exchange rate to the EURO occurring after conclusion of the contract shall be borne by the client.
5.5. We may charge the packaging at cost price and do not take it back.
6. terms of payment
6.1. Payments must be made in euros within 7 days of the invoice date without any discount in cash or by bank transfer to an account designated by us. After the expiry of 10 days after the invoice date, we shall be entitled to charge consumers default interest of 5 percentage points above the prime rate and entrepreneurs default interest of 5 percentage points above the prime rate after an unsuccessful reminder with a one-week payment period, but no later than 30 days after the due date and receipt of the invoice. The assertion of higher interest damages is not excluded. In addition, we are authorized to withdraw from the contract and/or take back the goods in the event of non-compliance with any claims. After taking back the goods, we shall utilize them in the best possible way. We are entitled and, if the buyer so requests, obliged to have an official valuation report drawn up by a publicly sworn expert.
6.2. We accept bills of exchange, checks and other payment orders only by agreement, on account of performance, without guarantee of protest and on condition that they are discountable. We shall charge discount charges from the due date of the invoice amount. The costs of collection, bank interest and expenses shall be borne by the client.
6.3. In the case of larger order volumes, we may demand advance payments or partial payments corresponding to the partial service provided.
6.4. The client may not offset counterclaims not recognized by us, unless these counterclaims are undisputed or have been legally decided in favour of the client.
6.5. The client may only assert a right of retention insofar as it is based on the same contractual relationship.
6.6. In the event of notices of defects, payments by the client may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The Client may only withhold payments if a notice of defects is asserted, the justification of which is beyond doubt. If the notice of defects is unjustified, the Supplier shall be entitled to demand compensation from the Customer for the expenses incurred.
6.7. Payments made shall be offset against the older claim against the customer, even if the payment is made for specifically designated goods.
6.8. The client shall not be entitled to any rights to refuse performance or rights of retention unless the same contractual relationship serves as the basis for the counterclaim.
6.9. If we become aware of circumstances that indicate a low creditworthiness of the client, we shall be entitled, after conclusion of the contract and beyond § 321 BGB, to demand immediate adequate security or payment of the claim. If the client is not in arrears with at least 40% of his obligations, we are entitled to declare all our claims against the client due immediately.
7 Delivery, shipment, freight, transfer of risk
7.1. Our written order confirmation is decisive for the execution of the order.
7.2. If the goods are shipped at the request of the customer, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery to the customer’s shipping agent, but at the latest when the goods leave the supplying plant or warehouse, even if the shipment is not made from the place of performance.
7.3. If the goods are ready for dispatch and dispatch or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notification of readiness for dispatch by the customer. Sending the notification by fax and proof by fax protocol is sufficient for the notification by us.
7.4 If the client does not promptly accept the delivery within a period of 7 working days after notification of completion or in the case of advised shipment, we shall be entitled to either store the goods ourselves at the expense and risk of the client or to store them in a forwarding agent’s or third-party warehouse. The same shall apply if delivery or shipment of the goods is postponed at the request of the customer or is impossible for a longer period of time due to circumstances for which we are not responsible.
7.5. Unless we have provided information on specific products from
If transport insurance is taken out at the client’s expense from the outset, we will only take out such insurance at the client’s request and expense.
7.6. We are entitled to make partial deliveries on the total order to a reasonable extent and to invoice these separately.
7.7. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we may demand any costs incurred as a result, including any additional expenses. In the event of default of acceptance or culpable breach of duties to cooperate, the risk of accidental deterioration or accidental loss shall pass to the buyer.
8. reservation of title
8.1. The delivered goods shall remain our property, irrespective of the customer, until the customer has paid all claims, including future claims, arising from the business relationship with us, in particular any current account balance. The presentation of a bill of exchange or check shall not be deemed payment until the paper has been honored. During the period of retention of title, the customer shall bear the risk of loss and deterioration of the goods until they have been paid for in full.
8.2. All rights, in particular ownership, copyrights and the like to technical drawings, assembly instructions and other documents supplied or otherwise handed over to the client shall remain with us and shall not be transferred to the client. The client may not pass these documents on to third parties unless this is absolutely necessary to fulfill the purpose of the order.
8.3. Our right of ownership shall also extend to any new goods or items created by processing, mixing, blending or filling. Any processing, mixing or combining of the reserved goods by the customer shall be carried out on our behalf until full payment has been made. If the property rights of third parties remain in force in the event of a combination with their goods, we shall acquire co-ownership in proportion to the value. The client undertakes to carefully store and secure the reserved goods for us. The customer must inform us immediately in writing, in advance by fax, of any seizure or any other impairment of his or our rights by third parties.
8.4. The client is entitled and authorized to resell the reserved goods in the normal course of business, but not to pledge them or assign them as security, if it is ensured that the claim from the resale is transferred to us. For this purpose, the customer hereby assigns to us the purchase price claim to which he is entitled from the resale of the goods, together with ancillary rights in accordance with the provisions of Section 6.1. 8.8. to us. If the purchase price claim arising from the resale is included in a current invoice (current account), the customer hereby assigns to us his claim for payment of the amount resulting from the next determination of the balance in the corresponding amount. We hereby accept this assignment.
8.5. Irrespective of the assignment, which shall not initially be communicated to the third-party purchaser of the client, the client shall be entitled to collect the assigned claim as long as it fulfills its obligations towards us and does not fall into financial collapse. However, we shall have the right at any time to revoke the authorization to collect this claim and to assert the claim ourselves. Upon request, the client must provide us with individual declarations of assignment, specify the third-party purchasers and confirm or notify them of the assignment. In addition, the client shall provide us with all information necessary for the assertion of the assigned claims.
8.6. If the goods subject to retention of title are resold together with other goods, the provisions of para. 8.4. and no. 8.5. The retention of title shall only apply to the value of the goods subject to retention of title which serve as security and which are resold together with the other goods.
8.7 The assignment or rights to a newly created item shall be liable for the claims to which we are entitled from the business relationship up to an amount exceeding the outstanding claims by 15%. Beyond this, the assignment of claims to us shall not take place and we shall release securities at our discretion at the request of the customer. This also applies to the creation of co-ownership shares and a resulting claim in the event of resale, so that the claim only secures up to the amount of the co-ownership shares plus 15% of our claims.
8.8. The client must inform us immediately of any legal or actual access by third parties to the reserved goods or the claims assigned in advance, handing over the documents necessary for an intervention. In the same way, he must inform us immediately in writing of any damage to or loss of goods subject to retention of title. In the event of seizure by third parties, the seizure protocol or the seizure agreement must be submitted to us.
8.9. The authorization of the customer to resell the reserved goods in the ordinary course of business shall expire if the customer defaults on his obligations, if he becomes insolvent or if judicial composition, bankruptcy or similar proceedings are applied for against him.
8.10. At our request, the customer must have the goods insured to the extent customary in the industry at his own expense, carry out maintenance and inspection work at his own expense and treat the purchased item with care as long as ownership has not yet been transferred to the customer. In particular when purchasing vehicles, the customer is obliged to take out fully comprehensive insurance. If he fails to do so within the specified period, we are authorized to take out insurance for the customer.
8.11. We agree to release securities to which we are entitled in the event of a claim by the customer, insofar as the value of the securities exceeds the value of the object of sale to be secured by 20%. In the event of such a claim, we shall release the excess securities.
9 Warranty, limitation period, guarantee,
9.1. We shall initially provide a warranty for defects in the goods mentioned in writing, which have arisen despite all due care, at our discretion by repairing or replacing the goods.
9.2. If we seriously and finally refuse performance, refuse to remedy the defect and subsequent performance due to disproportionate costs, the subsequent performance fails or is unreasonable for the client, the client may, at his discretion, only demand a reduction of the remuneration (reduction) or rescission of the contract (withdrawal) and compensation within the scope of the limitation of liability instead of performance.
9.3. In accordance with § 377 HGB (German Commercial Code), the client must notify us immediately in writing of any material defects.
9.4 Claims for defects shall not exist in the event of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable building ground or which arise due to special external influences which are not assumed under the contract, as well as in the event of non-reproducible software errors. If improper modifications or maintenance work are carried out by the client or third parties, no claims for defects shall exist for these and the resulting consequences.
9.5. If we are not responsible for the breach of duty due to a defect, the client is not entitled to withdraw from the contract.
9.6. Claims of the client for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the object of the delivery has subsequently been brought to a location other than the client’s branch office, unless the transfer corresponds to its intended use.
9.7. Recourse claims of the client against us in accordance with §278 BGB (recourse of the company) shall only exist insofar as the client has not made any agreements with its customer that go beyond the statutory claims for defects. Art. 9.5. also applies accordingly to the scope of the client’s right of recourse against the supplier in accordance with §478 Para. 2 BGB.
9.8 The client’s rights due to defects that do not concern a building or a work that consists of the provision of planning and monitoring services for this shall become time-barred one year after acceptance of the work / repair item. The short limitation period shall not apply if we can be accused of gross negligence or in the event of physical injury or damage to health attributable to us or in the event of loss of life of the customer. Our liability of the contractor under the Product Liability Act also remains unaffected.
9.9. In the event of fraudulent concealment of defects or the assumption of a guarantee for the quality, further claims shall remain unaffected.
9.10. The client does not receive any guarantees from us in the legal sense.
9.11. Claims for damages shall otherwise be governed by Art. 4. Any further claims or claims other than those regulated in this Art. 4 by the Client against us and our vicarious agents due to a material defect shall be excluded.
9.12. Our installation and processing recommendations for our PL products are entirely without guarantee and are based on the latest state of the art.
10. final provisions, miscellaneous
10.1. The law of the Federal Republic of Germany shall apply. The application of international sales law is excluded.
10.2. In the case of contracts with entrepreneurs, the place of performance for deliveries and payments is exclusively our registered office.
10.3. In the case of contracts with entrepreneurs, the place of jurisdiction for all disputes arising from the contract is exclusively our registered office.
The same applies if the customer does not have a general place of jurisdiction in Germany or if the place of residence or habitual abode is not known at the time the action is filed.
10.4. The client’s data is processed and stored electronically.
10.5. Should individual provisions of the contract with the client, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision between the parties whose economic success comes as close as possible to that of the invalid provision.
Status: 01.06.2021
