General terms and conditions | atx
General terms and conditions | atx
(1) Our General Terms and Conditions (GTC) apply to all our business relationships with our customers if they are entrepreneurs,
are legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB.
(2) The GTC shall apply in particular to contracts for the sale and/or delivery of movable goods ("Goods") irrespective of whether we have delivered the
produce goods themselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, our General Terms and Conditions of Business shall apply in the
valid at the time of the customer's order or, in any case, in the version last notified to him in text form, as a framework agreement also for all
Subsequent transactions, even if this is not pointed out again when they are concluded.
(3) Our GTC apply exclusively; we do not recognise any terms and conditions of the customer that conflict with or deviate from our GTC or supplement them unless we have expressly agreed to their validity in writing or text form (e.g. letter, e-mail, fax) ("in writing"). Our GTC shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our GTC.
(4) Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and amendments) shall in any case have
case shall take precedence over these GTC. All agreements made between us and the customer for the purpose of executing the respective contract are set out in writing in the respective contract.
(5) Legally relevant declarations and notifications by the customer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing. Legal formal requirements and further proof, in particular in the event of doubts about the legitimacy of the person making the declaration, shall remain unaffected.
(6) References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.
2. conclusion of the contract:
(1) Our offers are always subject to change unless a binding period is expressly mentioned. This shall also apply if we have provided the customer with catalogues, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we reserve property rights and copyrights.
(2) An order by the customer constitutes an offer pursuant to § 145 BGB. Unless otherwise stated in the order, we may accept the offer within 2 weeks.
(3) A contract is only concluded when we accept an order in writing.
(4) Only the order confirmation shall be authoritative for the scope of our deliveries and services.
All prices are in euros plus the statutory value added tax applicable at the time of invoicing. In the case of a sale by delivery to a place other than the place of performance (clause 4, paragraph 4), the customer shall bear the transport costs ex warehouse. All taxes, customs duties, fees, import and export duties and other public charges as well as travel expenses incurred after the start of delivery shall be borne by the customer.
4 Delivery, place of performance; delay in delivery:
(1) The delivery period shall be agreed individually or stated by us upon acceptance of the order. The start of a delivery period stated by us presupposes the clarification of all technical questions.
(2) Compliance with our delivery obligation further requires the timely and proper fulfilment of the customer's obligations. We reserve the right to plead non-performance of the contract. If the customer is in default of payment for an earlier delivery, we shall be entitled to withhold deliveries without being obliged to compensate for any damage incurred.
(3) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this without delay and at the same time notify the customer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the customer.
A case of non-availability of the performance in this sense shall be deemed to be in particular the non-timely self-delivery by our supplier if we have concluded a congruent covering transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case.
(4) Unless otherwise stated in the order confirmation, delivery shall be "ex works", which is also the place of performance for the delivery and any subsequent performance. At the customer's request and expense, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.
(5) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the customer is required. If we are in default of delivery, the customer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each full calendar week of the delay, but in total not more than 5% of the delivery value of the goods actually delivered late. We reserve the right to prove that the customer has not suffered any damage or that the damage is significantly less than the aforementioned lump sum.
(6) We are entitled to make and invoice partial deliveries, provided that the respective part of the delivery is a self-contained service.
(7) We shall be liable in accordance with the statutory provisions insofar as the underlying contract is a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). We shall also be liable in accordance with the statutory provisions if, as a consequence of a delay in delivery for which we are responsible, the customer is entitled to claim that his interest in the further performance of the contract has ceased to exist.
(8) The rights of the customer pursuant to section 9 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance or subsequent performance), shall remain unaffected.
5 Transfer of risk, default of acceptance:
(1) The risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the latest upon handover. However, in the case of sale by delivery to a place other than the place of performance, the risk of accidental loss or accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. Insofar as acceptance has been agreed,
this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply to an agreed acceptance.
accordingly. Handover or acceptance shall be deemed equivalent if the customer is in default of acceptance.
(2) If the customer is in default of acceptance, culpably violates other duties to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses (e.g. storage costs). We reserve the right to assert further claims or rights (in particular compensation for additional expenses, reasonable compensation, termination).
6. terms of payment:
(1) Invoices shall be issued on the day of delivery or acceptance, in the event of a delay in acceptance of the delivery caused by the client on the day of our readiness for dispatch. The invoice amount is payable without deduction within 14 days of the invoice date, unless otherwise agreed. However, we are entitled at any time, also within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. A
We declare the corresponding reservation at the latest with the order confirmation.
(2) Payments shall be deemed made on the day on which we can dispose of the amount. Discount and collection charges shall be borne by the client. The above terms of payment shall also apply to partial invoices.
(3) Upon expiry of the aforementioned payment deadline, the customer shall be in default. During the period of default, interest shall be charged on the price at the applicable statutory default interest rate. We reserve the right to assert further damage caused by default. With respect to merchants, our claim to the commercial due date interest rate (§ 353 HGB) remains unaffected.
(4) The customer shall only be entitled to rights of set-off or retention insofar as its claim is legally established or undisputed. In the event of defects in the delivery, the customer's counter rights shall remain unaffected, in particular in accordance with section 8 subsection 4 of these GTC.
(5) If it becomes apparent after the conclusion of the contract (e.g. by filing for insolvency proceedings) that our claim to the price is jeopardised by the customer's inability to perform, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (customised products), we may withdraw from the contract immediately.
The statutory provisions on the dispensability of setting a time limit shall remain unaffected.
7. retention of title:
(1) We retain title to the goods until full payment of all our present and future claims arising from the contract.
(2) In addition, we retain title to the goods until receipt of all payments arising from the business relationship (secured claims) with the customer.
(3) In the event of conduct by the customer in breach of contract, in particular in the event of non-payment of the price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions or/and to demand surrender of the goods on the basis of the retention of title. The demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the goods and to reserve the right of withdrawal. If the customer does not pay the price due, we may
only assert these rights if we have previously set the customer a reasonable deadline for payment without success or such a deadline is dispensable according to the statutory provisions.
(4) The customer is obliged to treat the goods with care; in particular, he is obliged to insure them adequately at replacement value against fire, water and theft damage at his own expense. If maintenance and inspection work is required, the customer must carry this out in good time at its own expense.
(5) The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. In the event of an application for the opening of insolvency proceedings, seizures or other interventions by third parties on the goods belonging to us, the customer must notify us immediately in writing so that we can file a lawsuit in accordance with § 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
(6) The customer is entitled to resell or process the goods subject to retention of title in the ordinary course of business. The retention of title shall extend to the products resulting from the processing, mixing or combining of our goods at their full value, whereby we shall be deemed to be the manufacturer. If the goods are processed, mixed or combined with other items not belonging to us and the original owner's right of ownership remains, we shall acquire co-ownership in the ratio of the value of the goods (final invoice amount, including VAT) to the
other processed, mixed or combined objects at the time of processing. For the rest, the same shall apply to the resulting object
as for the goods delivered under retention of title.
(7) The customer hereby assigns to us by way of security all claims accruing to him from the resale against his customers or third parties in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the customer stated in paragraph 5 shall also apply in respect of the assigned claims. The customer shall remain authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations towards us, there is no deficiency in his ability to pay (e.g. by filing an application for the opening of composition or insolvency proceedings) and the customer is not in default of payment.
insolvency proceedings) and we do not assert the retention of title by exercising a right pursuant to para. 3. However, if this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, the
and informs the debtors (third parties) of the assignment.
(8) We undertake to release the securities to which we are entitled at the customer's request insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us.
(1) The statutory provisions shall apply to the customer's rights in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. Claims from supplier recourse are excluded if the defective goods have been further processed by the customer or another entrepreneur, e.g. by installation in another product.
(2) The basis of our liability for defects is above all the agreement reached on the quality of the goods. All product descriptions and manufacturer's specifications which are the subject of the individual contract or which were publicly announced by us (in particular in catalogues or on our Internet homepage) at the time of the conclusion of the contract shall be deemed to be an agreement on the quality of the goods. Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory regulation whether a defect exists or not (§ 434 Para. 1 S. 2 and 3 BGB). For public statements made by the manufacturer or other
However, we do not assume any liability for third party claims (e.g. advertising statements) which the customer has not pointed out to us as being decisive for his purchase.
(3) Claims for defects on the part of the customer presuppose that the customer has properly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). Usual wear and tear and/or signs of wear (in particular on needles, contact parts, springs, gas springs, bearings, pneumatic cylinders, valves, plug masks, seals, sliding elements), which are not due to production, material or design defects, but are the result of the use of the product, shall be excluded.
and/or use of the delivered goods do not constitute a defect.
(4) Insofar as the goods are defective, we shall, at our discretion, provide subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. Our right to refuse subsequent performance under the statutory conditions remains unaffected. We are entitled to make the subsequent performance owed dependent on the customer paying the price due. The customer shall, however, be entitled to reduce the price by a reasonable amount in relation to the defect.
to retain the goods. The customer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. The supplementary performance does not include the removal of the defective item or the re-installation if we were not originally obliged to install it.
(5) We are obliged to bear or reimburse all expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, if applicable, dismantling and installation costs in accordance with the statutory provisions, insofar as these are not
by the fact that the goods have been taken to a place other than the place of performance of the subsequent delivery.
(6) If the request to remedy the defect proves to be unjustified, the customer shall bear the costs incurred by our recourse, unless the lack of defectiveness was not recognisable to the customer.
(7) If the supplementary performance fails or if a reasonable deadline to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable in accordance with the statutory provisions, the customer shall be entitled, at its option, to withdraw from the contract or to demand a reduction. In the event of an insignificant defect, however, there shall be no right of withdrawal.
(8) Due to a breach of duty that does not consist of a defect, the customer may only withdraw or terminate if we are responsible for the breach of duty. A free right of termination of the customer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
(9) The limitation period for claims for defects by the customer is one year and begins with the delivery of the goods (cf. clause 5). Excluded from this are claims for damages due to injury to life, body or health and/or claims for damages due to gross negligence or intentional damage caused by us. In this respect, the statutory limitation periods shall apply.
9. claims for damages:
(1) Unless otherwise stated in these GTC, we shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions. We shall be liable for damages - irrespective of the legal grounds - within the framework of fault-based liability in the event of intent and
gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. diligence in own affairs; insignificant breach of duty), for
a) for damages resulting from injury to life, body or health,
b) for damages arising from the breach of an essential contractual obligation (obligation, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely);
in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
(2) The limitations of liability resulting from paragraph 1 shall also apply to breaches of duty by or in favour of persons for whose fault we are responsible in accordance with statutory provisions. They do not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims of the customer under the Product Liability Act.
(3) We do not assume any custody obligations for blanks and other materials provided for an order.
(4) The limitation according to paragraphs 1 and 2 shall also apply insofar as the customer demands reimbursement of futile expenses instead of a claim for damages.
(1) The exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship, to the extent permitted by law, shall be Stuttgart.
(2) The laws of the Federal Republic of Germany shall apply to these GTC and the contractual relationship between us and the customer; the UN Convention on Contracts for the International Sale of Goods shall not apply.