General Terms of BusinessDownload as PDF document
§ 1 Application of the Terms
for Mechanical Engineering, Toolmaking, Precision Mechanics
and Turning Work
The contractor's supplies, services and offers will be carried oul exclusivelv on the basis of these terms of business. Any counter-confirmations on the part of Ihe customer with reference to his terms of business or purchase are hereby contradicted.
§ 2 Offers and Conclusion of a Contract
- Any offers included in brochures. advertisements etc. are without obligation and non-binding (also with regard to the indicated prices). The contractor will remain bound by specially drafted offers for 30 calendar days as from the date of the offer.
- Subsidiary agreements, modifications, supplements and/or other deviations from these terms of business will only be valid if the contractor has declared his consent in this respect. Such agreements must be made in writing.
- Any information included in the contractor's offers and/or order acknowledgements which is based on an obvious error (i.e. a clerical or calculation error) will not be binding on the contractor. On the contrary, the obviously intended declaration will be applicable.
- The contractor's offer documents, drawings, descriptions, samples and quotations must not be passed on, published, duplicated or otherwise disclosed to third parties without his consent. The documents must be returned upon request without any copies being withheld.
§ 3 Prices and Price Changes
- The prices will include the statutory turnover tax which must be indicated separately.
- The prices will not include the costs of packing and freight.
- In so far as more than six months pass between the conclusion of the contract and the agreed and/or actual delivery date, the contractor's prices valid at the time when he delivers the products or makes them available will be applicable. If the prices quoted most recently exceed the originally agreed prices by more than 10 %, the customer will be entitled to withdraw from the contract.
§ 4 Delivery Periods
- Delivery dates or periods, which may be agreed upon in a binding or non-binding form, must be specified in writing. They will only be binding when the contractor has made an express declaration to this effect.
- The contractor will only be responsible for delays and/or for Ihe impossibility of providing his supplies and services if he, his legaI representatives or vicarious agents have caused the impediment to performance wilfully or by gross negligence.
This principle will be applicable, in particuIar, in cases of force majeure, strikes, lockouts, official directives etc., even if the impediments occur at the contractor's suppliers or at their subsuppliers.
Accordingly, one prerequisite for the delivery period is that the contractor himself receives his own supplies in a correct form and in due time.
The duration of a period of grace to be granted by the customer according to the statutory provisions in cases of delay of performance is stipulated as two weeks beginning from the time when the contractor receives notification of the granting of the period of grace.
§ 5 Dispatch and Passage of Risk
- The risk passes to the customer as soon as the shipment has been handed over to the person carrying out the transport or has left the contractor's works for the purpose of dispatch. If, at the request of the customer, dispatch is delayed or not effected, the risk will pass to him at the time of the notification of readiness for dispatch.
- At the request of the customer, deliveries may be insured on his behalf and at his cost.
§ 6 Warranty
- If the service rendered by the contractor or the delivered object is deficient and/or if there is a lack of warranted characteristics and/or if a defect arises within the warranty period as a result of manufacturing or material faults, the contractor will, at his option and to the exclusion of other warranty claims on the part of the customer, be allowed to supply a replacement or to rectify the defect. Repeated rectification of defects is permissible.
- The warranty period will begin on the date of delivery or acceptance and will last six months provided that statutory provisions do not imperatively stipulate a longer warranty period.
- Claims for obvious defects in work performance can no longer be asserted after acceptance. Otherwise, the contractor must be notified of such defects in writing without delay (at the latest, however, within two weeks of delivery) in order to maintain the customer's warranty claims. The defective objects must be kept available for inspection by the contractor in the same condition as they were in at the time when the defect was established.
- Irrelevant, reasonable deviations in the dimensions and designs (in particular, in the case of repeat orders), will not represent a justification for complaints unless absolute compliance has been agreed upon expressly. TechnicaI improvements and necessary technical modifications will also be regarded as being in conformity with the contract provided that they do not represent any deterioration of the fitness for use.
- If the contractor's operating or maintenance instructions are not followed, if the products are modified, if parts are replaced or if consumables which do not comply with the original specifications are used, any warranty will Iapse if the customer does not disprove a correspondingly substantiated assertion that the defect was only caused by one of these circumstances.
- Any liability for normal wear and tear will be excluded.
- If the rectification of the defect or the replacement delivery is unsuccessful after a reasonable period, the customer may, at his option, demand a reduction in the price or the annulment of the contract.
- The above provisions in this paragraph will not be applicable to the sale of objects which have already been used. Such objects will be supplied to the exclusion of any warranty.
- If the contractor, extending beyond his statutory obligations, provides the customer with any information about the use of his product, he will only be liable in accordance with Section 7 if agreement has been reached about particular remuneration for this.
§ 7 Limitation of Liability
Those claims for damages which result from the positive breach of an obligation, from culpa in contrahendo or from tortious acts and which are not simultaneously based on the contractor's breach of a principaI contractual obligation to perform will be excluded not only against the contractor but also against his vicarious agents provided that the damage has not been caused wilfully or by gross negligence. This will not be applicable to those claims for damages resulting from those warranties with regard to characteristics which are intended to protect the customer from the risk of consequential harm caused by a defect. CIaims for damages according to the Law Concerning the Liability for Defective Products (PrdHG) will remain unaffected.
§ 8 Reservation of Title
- Until all the claims against the customer to which the contractor is entitled on any legal grounds have been fulfilled, the contractor will reserve his title to the delivered objects (reserved objects).
- The customer will be obliged to notify the contractor in writing without delay of any attachments of the reserved objects and to inform the pledgees of the reservation of title. The customer will not be entitled to seIl, give away, pledge or assign by way of security the objects supplied to him subject to the reservation of title (apart from in the cases specified in the following items).
- If the objects are delivered for a business activity carried on by the customer, they may only be resold within the framework of proper management. In this case, the customer's claims against the purchaser resulting from the sale will have already been assigned to the contractor. If the objects are resold on credit, the customer must, in turn, reserve his title to them with regard to his purchaser. The customer hereby assigns to the contractor the rights and claims arising from this reservation of title with regard to his purchaser.
- If the customer machines or processes the reserved objects in any way, he will do this on behalf of the contractor free of charge. In cases of processing, combination, mixture or bIending of the reserved objects with other goods which do not belong to the contractor, he will be entitled to the resulting joint-ownership share of the new item in the ratio of the factor value of the reserved objects at the time of processing, combination, mixture or blending.
If the customer acquires the sole ownership of a new item, the contracting parties agree that the customer will grant the contractor joint ownership of the new item in the ratio of the factor value of the processed or combined, mixed or blended reserved objects and will hold these in safe custody for the supplier free of charge.
If the reserved objects are resold together with other goods (no matter whether without or after processing, combination, mixture or blending), the anticipatory assignment agreed in Item 3 above will only be applicable to the amount of the factor value of the reserved objects which have been resold together with the other goods.
- If the reserved objects are installed as fixtures of a piece of real property belonging to a third party by the customer or on his behalf, the customer will have already assigned to the contractor any resulting claims for remuneration together with all the ancillary rights (including the granting of a security mortgage) against third parties or against anyone whom it may concern.
- If reserved objects are installed as fixtures of a piece of real property belonging to the customer, he will have already assigned to the contractor the claims resulting from any sale of the piece of real property or of rights in real property together with all the ancillary rights.
- If the value of the securities existing for the contractor according to the above provisions exceeds (not only temporarily) the value of the contractor's claims by more than 20% in total, the contractor will be obliged, at the customer's request, to correspondingly release securities of his choice.
- If the customer does not fulfil his obligations to the contractor at all or on time and/or if he has an impermissible effect on the objects supplied subject to reservation of title, the contractor may demand the return of the objects without prejudice to that claim for fulfilment of the contract to which he is entitled, provided that a reasonable period which has been granted to the customer for the fulfilment of his obligations has elapsed without success. If the customer has fulfilled the contract, the contractor must return the objects. The above provision will not be applicable to instalment-sale transactions which are subject to the Consumer Credit Law.
§ 9 Payment
- Unless another agreement has been made, the contractor's invoices will be payable immediately after receipt without any deductions.
For deliveries wth a total value of less than € 511,29, the contractor will supply the products cash on delivery plus freight and packing.
- The contractor expressly reserves the right to refuse cheques or bills of exchange which will always be accepted on account of performance only. Discount and bill charges will be borne by the customer and will be due immediately.
- Wenn dem Unternehmer Umstände bekannt werden, die die Kreditwürdigkeit des Bestellers in Frage stellen, dieser insbesondere einen Scheck nicht einlöst oder seine Zahlungen einstellt, ist der Unternehmer berechtigt, die gesamte Restschuld fällig zu stellen, auch wenn er Schecks angenommen hat. Zudem ist der Unternehmer in diesem Fall berechtigt, Vorauszahlungen oder Sicherheitsleistungen zu verlangen.
- If the contractor becomes aware of any circumstances which cast doubt on the customer's creditworthiness (in particular, if the customer does not honour a cheque or suspends his payments), the contractor will be entitled to declare the whole unpaid baIance to be due immediately, even if he has accepted cheques. Moreover, the contractor will be entitled, in this case, to demand advance payments or securities.
- If the customer suspends his payments finally and/or if there are any applications for bankruptcy proceedings with regard to his assets or for judicial or extra-judicial composition proceedings, the contractor will also be entitled to withdraw from that part of the contract which has not yet been fulfilled.
- In spite of any provisions to the contrary on the part of the customer, the contractor will be entitled to appropriate payments to the customer's previous debts first of all. The contractor will inform the customer about this type of offsetting which has been carried out. If costs and interest have already been incurred, the contractor will be entitled to appropriate the payment to the costs first of all, then to the interest and finaIly to the principal performance.
- 6. If the customer gets into arrears, the contractor will be entitled to invoice default interest amounting to 1 % above the discount rate of the Deutsche Bundesbank applicable in each case as from the date concerned. The contractor reserves the right to claim any additionaI damage caused by default. The customer's right to prove lesser damage (which would then be decisive) will remain unaffected in the cases described above.
- Offsetting on the part of the customer will be excluded provided that it is not a question of counterclaims which are legally valid and established or which are not contested by the contractor.
§ 10 Applicable Law, Place of Jurisdiction and Partial Nullity
- These terms of business and all the legal relations between the contractor and the customer will be governed by the law of the Federal Republic of Germany.
- Provided that the customer is a fully qualified merchant in the terms of the Commercial Code or a legal entity or special fund under public law, the contractor's registered office will be the exclusive place of jurisdiction for all the disputes arising directly or indirectly from the contractual relationship.
- If any provision in these terms of business is or becomes ineffective, the effectiveness of all the other provisions and agreements between the contractor and the customer will remain unaffected by this.