§ 1 Application
- These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
- These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
- These terms and conditions of sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
§ 2 Offer, Acceptance
- Insofar as the order constitutes an offer within the meaning of § 145 BGB we are entitled to accept the offer within two weeks.
- The purchaser shall provide along with the order his company name, address, value added tax-ID, the basic data of commercial register (registration authority, reference number) and bank account data.
§ 3 Prices, Payment
- Prices are Free Carrier (FCA, Incoterms 2010) exclusive of the respective statutory VAT.
- The purchase price is due and payable net within 14 days from the date of the invoice. From the due date default interest in the amount of 9 % above the respective base interest rate of the Deutsche Bundesbank p. a. shall accrue. We reserve all rights to claim further damages for delay
§ 4 Offset, Retainer
The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
§ 5 Delivery
- We apply the clause FCA / Free Carrier (Incoterms 2010) exclusively in the procedure that for the delivery and the passing of risk the relevant place(delivery point) is the premises of our company in Otto-Lilienthal-Str. 1, 14542Werder / Havel (Germany), where the goods are loaded onto the means of conveyance organised by the purchaser.
- Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved.
- In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.
§ 6 Passing of Risk, Shipment
If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser as stated in para. 3 (1).
§ 7 Retention of Title
- We retain title to the goods until receipt of all payments in full.
- The purchaser shall handle the goods appropriate and professional stated in the specification.
- As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
- The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
§ 8 Warranty
- Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
- In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
§ 9 Liability
- In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
- Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
- Any liability not expressly provided for above shall be disclaimed.
§ 10 Applicable Law, Jurisdiction
- This contract shall be governed by the laws of the Federal Republic of Germany (excluding the Convention on Contracts for the International Sale of Goods).
- Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Potsdam (Germany).