1. The following conditions are the only ones that apply for all offers, commissions
and deliveries, both now and in the future.
2. We are not bound by any conditions set out by the customer that we have
not explicitly acknowledged in writing. This applies even if we do not explicitly
oppose such conditions.
3. Should individual parts of the conditions be either legally invalid or become
so, the validity of the remaining content of the conditions is not affected.
Any such invalid conditions shall be made to conform to standard legal regulations.
1. The delivery of goods takes place from the supplier's stockroom at the customer's
2. If only the delivery can only be made in part, the customer is entitled
to withdraw from the contract without the right to a further damages claim.
This only applies however if the customer is able to give proof that a part
delivery is not of any use.
III. Commissions and Scope of Supply
1. Commissions are only deemed accepted after a written confirmation of the
commission is received. The conditions contained in this written confirmation
of the contract are the ones that apply for the handling of the commission.
2. Any agreements made verbally, by telephone or telex require written confirmation.
IV. Disruption of Delivery
1. Acts of God and unforeseen events (fire and water in particular), the onset
of industrial action measures such as strike and lockout, official measures
and outside events that occur outside of the supplier's sphere of influence
that the restrict or prevent the supply, the free use of raw materials or business
assets and the production of goods entitle the supplier to extend the delivery
period partly or completely as the supplier sees fit. In such a situation, the
customer relinquishes their right to damages and cannot make any claims against
the supplier in connection with the extended delivery period. If the customer
is not in agreement with the new delivery period that has been suggested, the
customer is entitled to withdraw from the contract after an appropriate period
of time has been set.
2. If the supplier falls behind with the delivery, a limit of up to 4 weeks
for a subsequent delivery must be approved by the customer.
3. Purchases for delivery at a fixed time are excluded from this.
4. A fee of up to 20% of the value of the outstanding delivery can only be
applied as compensation for a delay within the normal risk of the contract in
the case of gross negligence. This does not apply for pre-meditation or gross
V. Prices and Conditions of Payment
1. The prices are purely net from the dispatch point and do not include packaging,
freight, postage and any possible insurance costs, should the customer explicitly
take out an insurance policy. If a pricing change occurs within the duration
of a successive delivery contract, the new prices are applicable for any goods
that have not yet been delivered, as long as the supplier is also using these
2. The supplier's invoices include a cash discount of 3% if paid within 8 days,
a cash discount of 2% if paid within 14 days with a cash discount and no discount
if paid after 30 days.
3. The withholding of payment or charges due to any counterclaims made by the
customer are excluded unless the offset that is being used for calculations
is undisputed or has been made legally binding.
4. Checks and bills of exchange will only be accepted after agreement and for
this case only, on condition of their bankability. Discount rate expenses and
withdrawal fees are to be carried by the customer from the day when the invoice
sum is due.
5. When the payment period is exceeded or from the day when payment is delayed,
the supplier may charge interest of 2% above the respective state bank rate
subject to the assertion of a higher amount of damages due to delay.
6. If the customer is late with his payment, or if he stops payments, or if
facts become clear that point to a worsening of the customer's economic situation,
or if the customer's legal situation changes, the supplier has the right to
demand advance payments or security payments, to withdraw either partly or completely
from any contracts in progress without setting a time limit for this and to
demand damages due to non-fulfillment of the contract.
Packaging will be charged or lent in exchange for a deposit according to the
choice of the supplier. Any repairs or cleaning costs that arise will be paid
by the customer.
The supplier is responsible for any defects in delivery as long as the customer
has not caused any changes or improvements without asking, excluding further
claims as follows:
1. Complaints should be described exactly and can only be taken into consideration
if the customer is someone who has been registered as such in the commercial
register and is in keeping with their obligations according to § 377 HGB.
For other customers, visible defects must be reported in writing within a period
of 8 days after receipt of goods.
2. Any complaint is out of the question once the delivered goods have been
sold on or processed
3. The cost of sending rejected goods to the supplier are to be carried by
the customer provided that they are not disproportionately high in relation
to the value of the goods. These costs are certainly to be carried by the customer
should no defect be shown to be there
4. Any accepted complaints oblige the supplier to repairs, a replacement delivery
or credit, to be decided by the supplier. Such complaints also give the customer
the right to withdraw from the contract if either the repairs or replacement
delivery does not turn out in accordance with the regulations.
5. The supplier can refuse to remove any defects if the customer does not fulfill
6. Further claims from the customer, particularly claims for damages arising
from the delivered objects themselves can only be asserted by pre-meditation
and gross carelessness.
VIII. The Right of the Customer to Withdrawal from the Contract
a) The customer can withdraw from the contract if it becomes impossible for
the supplier to fulfill the entire service once and for all before any passing
of risk. The customer can also withdraw from the contract if they order objects
of a similar nature which are unable be supplied in that quantity and they have
a justifiable reason for refusing a delivery in part; if this is not the cause,
the customer can reduce the service in return correspondingly.
b) If there is a service delay with respect to the conditions of delivery and
the customer grants the supplier an appropriate amount of additional time to
carry out the contract (with the explicit explanation that when this is period
is over, they will refuse to accept the service), which is then not kept to
due to delays by the supplier, the customer is entitled to withdraw from the
c) If this becomes impossible during the delay in the receipt of goods or due
to the fault of the customer, the supplier remains obliged to a return for services,
unless there is intention or gross negligence on the part of the supplier. Additionally,
the customer has the right to withdraw from the contract if the supplier does
not remedy or improve a defect that can be put down to him in connection with
the delivery conditions within an appropriate additional time period.
e) The customer is only entitled to the right of conversion or reduction, when
repairs or a replacement delivery are not successful. Above and beyond this,
damages claims are excluded if there is no pre-meditation or negligence on the
side of the supplier.
IX. Retention of Title
a) The delivered goods remain the property of the supplier until all invoices
have been paid in full, including any delay damages or costs that have arisen.
The debt is only paid off when the equivalent amount is in the supplier's account.
b) The customer is allowed to sell on any reserved goods in normal business
dealings. The customer has already assigned claims for any further processing
from the customer to the supplier; with this, the supplier accepts this assignment
of claims. Regardless of this assignment of claims and the supplier's right
of collection, the customer is entitled to collection if he fulfill his obligations
towards the supplier and does not experience any sort of financial collapse
At the demand of the supplier, the customer has to complete the tasks concerning
the assigned claims of the supplier that are required for collection and inform
the indebted person of the assignment. If the customer does not fulfill his
obligation to announce this, the supplier is entitled to make this assignment
c) If the reserved goods are used, connected, mixed or confused with other
goods that do not belong to the supplier, the supplier is entitled to a proportion
of the shared ownership that arises from this situation in relationship to the
value of how the goods have been used, connected, mixed or confused. In the
case of a further sale of the goods that are co-owned by the supplier, the advance
assignment of the sale price corresponding to the previous agreement of this
assignment is applicable. This applies in connection with the rule that the
assigned sum is also calculated based on the relationship between the proportion
of shared ownership and the value of the finished product.
d) The supplied is obliged to return any securities set up relating to clauses
b) and c) to the customer if the customer demands this as long as they exceed
the total demand by more than 25%.
e) Concerning the compulsory execution measures of a third party with respect
to the reserved goods, or the assignment of claims in advance or goods which
are co-owned by the supplier, the customer must inform the supplier without
delay when handing over the documents necessary for an intervention.
f) The customer is obliged to insure the reserved goods against improper handling
and storage (including fire, water and resulting damage) at his own cost.
X. The Place of Performance
for all obligations arising from the contractual relationship is the supplier's
XI. The Place of Jurisdiction
for all legal disputes arising from the contractual relationship, its creation
and its effectiveness is either the court responsible for the customer's head
office or the court responsible for the supplier's head office, as decided by
the supplier. This decision does however entitle the customer to take up legal
proceedings at the court that is responsible for his place of residence or his