Catalogue_RR+FT_klein

708 § 1 General, Scope (1) The following General Terms and Conditions of Sale (GTCS) apply to all our business relation- ships with our customers (hereinafter referred to as the "Buyer"). The GTCS shall only apply if the Buyer is an entrepreneur (§ 14 German Civil Code), a legal entity under public law, or a public law special fund. (2) The GTCS particularly apply to contracts for the sale and/or supply of movable goods (hereinafter referred to as "goods"), irrespective of whether we produce the goods ourselves or purchase these from suppliers (§§ 433, 651, Ger- man Civil Code). These GTCS shall, in their cur- rent version, apply as a framework agreement for future contracts for the sale and/or delivery of the goods with the same Buyer, without us hav- ing to refer to them again in each individual case. (3) Our GTCS shall apply exclusively. Any deviat- ing, contradictory, or supplementary general terms and conditions from the Buyer shall only become part of the contract when we have ex- pressly agreed to their validity. This requirement of consent applies in any event, even if we, being aware of the Buyer's general terms and condi- tions, unreservedly deliver goods. (4) Individual agreements made with the cus- tomer in the particular case (including side agreements, supplements and changes) shall al- ways take precedence over these GTCS. A written agreement or our written confirmation is deci- sive for the content of such agreements. (5) Legally relevant declarations and notifica- tions, which are to be submitted to us by the Buy- er after conclusion of the contract (e.g. settings deadlines, notifications of defects, declaration of cancellation or reduction), must be made in writ- ing in order to be valid. (6) Any references to the application of statutory provisions are for the purposes of clarification only. Therefore, the statutory regulations shall also ap- ply without such a clarification insofar as they are not directly changed or expressly excluded in the GTCS. § 2 Conclusion of contract (1) Our offers are non-binding and without obli- gation. This shall apply even if we have supplied the Buy- er with catalogs, technical documentation (such as drawings, plans, calculations, costs and refer- ences to DIN standards), other product descrip- tions or documents (including in electronic form) – in which we reserve ownership and copyright. (2) The order of goods by the Buyer shall be con- sidered as a binding contract offer. Unless oth- erwise stated in the order, we shall be entitled to accept this contract offer within 5 days of its receipt. (3) The acceptance may take place in writing (i.e. by means of a confirmation of order) or by deliv- ering the goods to the Buyer. § 3 Delivery deadline and delay in delivery (1) The delivery period shall be agreed upon in- dividually or specified by us upon acceptance of the order. (2) If we cannot observe binding delivery dead- lines for reasons for which we are not responsible (non-availability of the service), we will inform the Buyer immediately of this and simultaneous- ly inform the Buyer of the expected new delivery deadline. If the service is not available within the new delivery time, we are entitled to withdraw, completely or partially, from the contract. We will then immediately refund any payment made by the Buyer. The unavailability of goods or ser- vices in this sense particularly includes our sup- pliers failing to deliver promptly, when we have entered into a contract of identical coverage. Our legal rights of withdrawal and cancellation and the legal provisions concerning completion of the contract when the obligation to perform is excluded (e.g. impossibility or unreasonable- ness of performance and/or subsequent perfor- mance) shall remain unaffected. The customer's rights of withdrawal and termination according to § 8 of these GTCS shall also remain unaffected. (3) The event of a delay of delivery is specified ac- cording to the statutory provisions. In each case, however, a reminder is required from the Buyer. If our delivery is delayed, the Buyer is entitled to claim a lump-sum compensation for the dam- ages caused by this delay. The lump-sum com- pensation shall be 0.5% of the net price (delivery value) per complete calendar week of delay, sub- ject to a maximum of 5 % of the contract value of the goods which are delivered late. We reserve the right to prove that the Buyer has suffered no loss at all or only a substantially smaller loss than the above-mentioned lump sum. § 4 Delivery, transfer of risk, acceptance, delay in acceptance (1) Delivery is from stock (ex warehouse) and this is also the place of performance. At the re- quest and expense of the Buyer, the goods may be shipped to another destination (sale by dis- patch). Unless otherwise agreed, we are entitled to determine the type of shipment (including the carrier, routing and packaging). (2) The risk of accidental loss and accidental dete- rioration of the goods shall, at the latest, transfer to the Buyer upon the receipt of goods by the Buyer. In the event of a sale by dispatch, the risk of ac- cidental loss or deterioration of the goods trans- fers upon the delivery of the goods to the carrier, freight forwarder or other person or institution meant to carry out the dispatch. If an acceptance procedure has been agreed on, this is authorita- tive for the passing of risk. The statutory provisions of the law on contracts for services shall apply correspondingly in other respects to an agreed acceptance. It is deemed equivalent to the handover or acceptance when the Buyer is in default with the acceptance. (3) If the Buyer is in default of acceptance, or if he fails to provide an act of assistance, or if our delivery is delayed for other reason attributable to the Buyer, then we are entitled to compen- sation for the resulting damage, including ad- ditional expenses (such as storage costs). The amount of damage compensation shall depend on the value of the delivery and the space re- quirements of the goods. The damage compen- sation is calculated per calendar day, beginning with the delivery deadline, or – in the absence of a delivery deadline – beginning with the notifica- tion of readiness for dispatch of the goods. It shall be communicated to the Buyer in writing in the event of delay in acceptance. Proof of a higher damage and our legal claims (especially com- pensation for additional expenses, reasonable compensation, and termination) shall remain un- affected; the lump sum, however, shall be offset against further monetary claims. The Buyer reserves the right to prove that we did not suffer any damages or only a substantially smaller loss than the above-mentioned lump sum. § 5 Prices and payment conditions (1) Unless otherwise agreed for specific cases, our prices current at the time of close of contract (ex warehouse plus the legal VAT) shall apply. (2) In the event of a sale by dispatch (§ 4 Section 1), the Buyer shall pay the cost of transportation from the warehouse and the cost of any trans- portation insurance that has been requested by the Buyer. Any duties, fees, taxes and other pub- lic charges shall be paid by the Buyer. We will not take back the transport packaging (except for pallets) and all other packaging according to the German Packaging Ordinance; they shall become the property of the Buyer. (3) The purchase price shall be due and paid within the time period specified on the order confirmation, and is valid from the invoicing and delivery or acceptance of the goods. (4) The Buyer shall be in default upon expiration of the above-mentioned payment deadline. During a payment delay, the applicable statutory default interest rate shall be added to the purchase price. We reserve the right to claim further damages related to delays. Our claim for commercial ma- turity interest (§ 353, German Commercial Code) against merchants remains unaffected. (5) The Buyer is only entitled to offset or to exer- cise any rights of lien or retention to the extent that his claim can be ascertained as legally valid or undisputed. In the event of defects of the de- livery, § 7 Section 6 shall remain unaffected. (6) If, after conclusion of the contract, it becomes apparent that our claim for the purchase price is endangered due to the Buyer's ability to pay (e.g. by an application to open insolvency proceed- ings), then we shall be entitled in accordance with the provisions of law to refuse to perform and – if necessary after fixing a time limit – to withdraw from the contract (§ 321, German Civil Code). In the case of contracts for the manufac- ture of non-fungible goods (custom-built prod- ucts), we may withdraw immediately; this shall not affect the legal provisions regarding the ex- pendability of setting a deadline. § 6 Retention of title (1) We reserve the right to the property of the sold goods until the full payment of all of our current and future claims from the purchase con- tract the ongoing business relationship (secured claims) is made. (2) The goods subject to retention of title may neither be pledged to third parties, nor assigned as collateral before the full payment of the se- cured claims is made. The Buyer must notify us immediately in writing if and when access by third parties is made to the goods belonging to us. (3) If the Buyer acts in breach of contract, par- ticularly in the event of default in payment for the purchase price due, then we shall be enti- tled under the statutory regulations to withdraw from the contract and to demand the goods on the basis of retention of title. If the Buyer does not pay the purchase price due, we may assert these rights only if we have first set the Buyer an appropriate deadline for payment that has not been met or such a time limit in accordance with statutory provisions is unnecessary. (4) The Buyer is entitled to resell and/or process the goods subject to retention of title in the or- dinary course of business. In this case, the follow- ing provisions shall also apply. (a) The retention of title extends to any and all products resulting from the processing, intermin- gling or joining of our goods at their full value, whereby we shall be considered as the manufac- turer. In case of processing, mixing or combining our goods with products of a third party, then we shall acquire co-ownership of the mixed/ combined goods at a rate of the invoiced value. Otherwise, the same applies to the resulting product as applies to the goods delivered under retention of title. (b) The Buyer hereby now and immediately as- signs the claims against third parties, which arise from the resale of the goods or products, equal General terms and conditions of sale