1. general: Unless otherwise expressly agreed in writing, the terms and conditions of delivery and payment listed below shall apply with immediate effect to the mutual terms and conditions of business. If a merchant has not received the GTC together with the offer or has not been made aware of them in any other way, the GTC shall nevertheless apply if the merchant knew or should have known the GTC from previous business relationships and completed transactions.
2nd offer All offers are subject to change. Agreements require written confirmation in order to be valid. The written order confirmation can be replaced by our invoice. If the order does not correspond to our offer, our order confirmation shall be binding. We are not bound by the buyer's terms and conditions of purchase and delivery.
3. stated delivery times are approximate and non-binding. If we are in arrears with stated delivery deadlines, the buyer shall only be entitled to assert the rights to which he is then entitled if he has set us a grace period of at least 2 weeks in writing. We shall not be responsible for delays in delivery and time if the goods must first be procured or obtained from abroad and this results in delays in delivery which are beyond our control.
4. prices: Our prices are ex Wermelskirchen or dispatch warehouse within Germany excluding packaging. They are calculated on the basis of the cost ratios at the time the offer is submitted. We reserve the right to adjust the final price accordingly in the event of a significant change before the order is fulfilled. For orders under € 75, we charge an additional € 2.50 processing fee. All prices quoted are exclusive of VAT.
5. payment: Payment of our invoice must be made within 10 days of the invoice date with a 2 % discount or within 30 days net. Accessories and services provided by our customer service departments are invoiced at net prices and are therefore payable within 8 days without deduction. If payment deadlines are exceeded, annual interest of 1 % above the officially recognised bank discount rate for our registered office, but at least 5 %, shall be charged, unless we have had to incur higher interest for the use of bank loans. A notice of default is not required. In the event of default in payment, other costs such as reminder costs, expenses etc. shall be reimbursed in addition to the interest incurred. If justified defects are asserted or other complaints exist, payment may only be withheld to a reasonable extent. In case of doubt, an expert appointed by the Chamber of Industry and Commerce shall decide on the appropriateness of the amount withheld in relation to the extent of the defect or complaint. The resulting costs shall be borne equally by us and the buyer. Cheques and bills of exchange are only accepted on account of performance and free of discount and charges. They shall only be considered as payment after they have been honoured and the equivalent value has been credited to our account. Payments to our representatives shall only be recognised if they are able to prove that they are authorised to collect.
6. dispatch: We are authorised to make partial deliveries. The risk shall pass to the buyer when the goods are handed over to the buyer, forwarding agent, carrier or the like, but at the latest when the goods leave our company. Dispatch, selection of the means of transport and the transport route as well as appropriate packaging shall be carried out by us with due care but without assuming any liability. We are only obliged to take out transport insurance at the express request of the purchaser. The costs shall be borne by the buyer
7. warranty: Notification of defects must be made in writing without delay, but within 8 days at the latest. Defects that are not immediately recognisable and only become apparent during or after processing must be reported in writing immediately after their discovery, but within 5 working days at the latest. Express reference is made to the obligation to inspect in accordance with § 377 HGB (German Commercial Code). We are entitled to remedy material defects at our discretion by rectification, crediting the reduced value, delivery of defect-free parts or a defect-free item. We shall not be obliged to remedy notified justified defects if the buyer has not fulfilled the contractual obligations incumbent upon him, in particular if he has not paid the purchase price insofar as the defects do not justify a right of retention.
8 Retention of title: Ownership of the delivered items shall not pass to the buyer until he has settled all his present and future liabilities to us. The purchaser is authorised to resell our property in the ordinary course of business. He hereby assigns all receivables and claims against third parties to which he is entitled from the resale or other legal acts in full as security for the purchase price claims still due to us. If the value of the claims assigned to us as security exceeds our purchase price claims by a total of more than 20%, we shall be obliged to reassign them to this extent at the buyer's request. At our request, the buyer is obliged to inform his customers of the assignment of claims. He is authorised to collect the claims despite the assignment. Our authority to collect shall remain unaffected by this authorisation to collect. However, we shall not collect the claim ourselves as long as the buyer duly fulfils his payment obligations. If the buyer defaults on payment of the due invoices, we shall be entitled to reclaim the object of purchase. At our request, the buyer is obliged to immediately hand over the object of purchase to us or to a third party authorised by us as security. In addition, we or a third party authorised by us are entitled to collect the object of purchase and to enter the buyer's business premises or the location of the object of purchase for this purpose. After prior written notification, we shall be entitled to realise the object of purchase and any other securities at our discretion within 10 days of dispatch of this letter. The credit note for the realisation proceeds shall be deemed to be an invoice within the meaning of the Value Added Tax Act. We shall be entitled to appropriate compensation for the period of utilisation. The purchaser must inform us immediately in writing of all access by third parties to our property or the receivables and claims assigned to us - in particular of enforcement measures and seizures - as well as of all damage occurring to our property. The buyer is obliged to compensate us for all damages and costs - including court and legal costs - which we incur as a result of a breach of the obligations incumbent on him or his customers or as a result of investment measures against access by third parties.
9. from each change of residence or the business premises must be reported to us immediately.
10. place of fulfilment and jurisdiction: The place of fulfilment and jurisdiction for all liabilities is Wermelskirchen. This also applies to cheque and bill of exchange liabilities.
11. all business relationships between us and third parties are subject to German law.
12. in the event of ineffectiveness In the event of the cancellation of individual contractual conditions above, the remaining conditions shall remain binding.