General Terms & Conditions | GTC
All our – also future – deliveries and services are based on these general terms and conditions. Deviations and additions, in particular contradictory terms and conditions of the buyer, are considered as contradicted and excluded, unless we have agreed in writing.
2. DELIVERY TIME
Delivery dates and periods are not binding for us, unless they have been confirmed by us in writing as binding in individual cases. Except in the latter case, exceeding these deadlines shall not entitle the purchaser to any claims. In the event of force majeure, we shall be entitled to postpone our services for the duration of the prevention and a subsequent start-up period or, if this makes the service impossible or considerably more difficult for us, to withdraw from the contract in whole or in part. Force majeure shall include in particular unforeseeable operational disruptions, shortages of raw materials and all failures and/or delays regarding our own supplies which we could not have foreseen at the time the contract was concluded with the purchaser. As soon as the effects of such an event are known to us, we shall inform the Buyer thereof and declare to ourselves whether we can withdraw from the contract or within what period we can presumably deliver. If this period is unreasonably long, the buyer may withdraw from the contract. Other claims of the buyer are excluded in all cases.
We reserve the right to make deliveries and services to the buyer only if all our due claims from previous deliveries and services have been settled. In the event of default of acceptance on the part of the purchaser, we shall also be entitled to dispose of the goods purchased by the purchaser elsewhere and to deliver similar goods on the agreed terms within a reasonable period of time to be determined by us.
3. TRANSFER OF RISK
The risk shall pass to the buyer as soon as we have delivered the goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. In the event of any returns by the purchaser to us, the purchaser shall bear the risk until handover at our business premises. Any returns by the buyer must be carriage paid in any case.
Our prices are exclusive of the costs for dispatch and transport insurance as well as exclusive of the legal value added tax.
Unless otherwise agreed, our invoices are due for payment without any deduction within 10 days of the invoice date. Our invoices for repair services are due without deduction immediately upon receipt, in deviation from the aforesaid. Payments must be made to one of the accounts specified in our invoices. Cheques shall only be accepted on account of performance, whereby payment shall only be in accordance with the contract if the cheque amount has been credited to our account without reservation before expiry of the relevant payment period.
If the relevant payment deadline is exceeded, we are entitled, without prejudice to further claims, to demand interest on arrears at a rate of 5% above the respective discount rate of the Deutsche Bundesbank, without the need for a reminder. If partial payments have been agreed, the entire outstanding balance shall become due immediately if the purchaser is in arrears with 1 instalment for more than 1 week. The buyer is only entitled to a right of set-off or retention if his counterclaim is undisputed or legally established.
6. RETENTION OF TITLE
We retain title to all goods until full payment of all claims arising from the business relationship – including future ones – has been received. If goods delivered by us which are subject to our reservation of title are combined or mixed with goods which do not belong to us, we shall become co-owners of the new item in the proportion of our goods to the goods which do not belong to us. The new item created shall be deemed to be our reserved goods.
7. GENERAL DISCLAIMER OF LIABILITY
Unless otherwise stipulated in the above terms and conditions, any liability on our part, including but not limited to liability for culpa in contrahendo, non-performance or defective performance, including liability for consequential or indirect damages, shall be excluded, except in cases of intent or gross negligence on the part of our legal representatives or executive employees.
In the event of timely and justified notifications of defects, we shall be obliged, at our discretion, to repair or replace the defective goods. In any case, the prerequisite is that the purchased goods have been operated in accordance with our respective product specifications and maintained in accordance with our guidelines. With regard to software, we do not warrant that it will operate without interruption or error and that the functions contained in the software will be executed in all combinations selected by the purchaser and meet the purchaser’s requirements. In the case of software errors which affect the contractual use not only insignificantly, we shall eliminate the error – insofar as we are in a position to eliminate it – depending on its significance by installing a different software version or by issuing instructions for elimination or avoidance of the effects of the error. The purchaser shall grant us the time and opportunity necessary to remedy any defects at our reasonable discretion. On the other hand, we are released from any warranty obligation. The latter shall also apply in the event that the purchaser or a third party intervenes of any kind, in particular modifies or repairs the goods delivered by us or the goods are otherwise improperly handled. In the event that a defect for which we are responsible is not remedied by subsequent improvement and/or replacement delivery, the purchaser can demand a reduction in the purchase price and, if no agreement can be reached on the reduction, withdraw from the contract. Further claims are excluded.
The exclusive place of jurisdiction shall be Sonthofen, unless another place of jurisdiction is mandatory by law. This shall also apply to actions on bills of exchange and cheques and, in general, to the process of documenting documents. The law of the Federal Republic of Germany shall apply to the purchase contract and other legal relationships between the purchaser and us, to the exclusion of the Uniform Laws on the International Sale of Goods.
Should one or more provisions of the contract, including these General Terms and Conditions, be invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties shall replace ineffective provisions with effective provisions that come as close as possible to the economic purpose of the ineffective provisions. In the event of a contractual gap, the procedure shall be analogous.