§ 1 Application of terms Our deliveries, services and offers are done solely on the basis of these business conditions. They also apply for all future business relationships, even if they are not expressly agreed upon again. At the latest when goods or services are accepted, these business conditions are considered accepted. Thus, order's conditions with reference to its business and purchase conditions are herewith rejected.
§ 2 Offers and concluding contracts
We reserve the right to revoke our offer, if there is no contract within four weeks.
To be effective, oral declarations or changes must be in written form or confirmed in written form.
Dimensions, weight or other performance data are only binding, if they have been expressly agreed in writing.
§ 3 Prices
Our prices are ex works, without deduction and without cost for packaging, transport or insurance, plus the respective legal VAT.
The orderer is authorised to add on cost, hold back or reduce prices, even if deficiencies or counterclaims can be made, only if the counterclaims have been legally determined and are not disputed.
§ 4 Delivery and performance periods
The delivery deadline begins with receipt of the work piece to be processed and agreement about the order scope. It ends with delivery ex works or indication of readiness to send.
We are not responsible for delivery and performance delays due to acts of providence and due to events, which make delivery considerably difficult or impossible such as in particular strikes, lock outs, orders from authorities, etc. even if these take place at our suppliers or their subcontractors in the case of binding periods and deadlines. We have the right to extend the delivery or performance by the duration of the hindrance plus an appropriate starting period.
If the hindrance lasts longer than two months, after setting another appropriate deadline, the orderer can withdraw from the contract with respect to the part not yet fulfilled. If we are responsible for noncompliance with binding periods or deadlines or have delayed, the orderer can claim delay compensation amounting to 0.5 % for each week of the delay, however, a total of 5 % of the invoice value of deliveries and performances concerned by the delay. Claims beyond this are excluded, unless the delay is based on gross negligence on our part.
Complying with our delivery and performance obligations assumes the timely and correct fulfilment of obligations by the orderer.
If the orderer is too late with respect to acceptance, we have the right to demand replacement of damage incurred, with beginning of acceptance delay, the risk of worsening and possible failure is transferred to the orderer.
§ 5 Risk transfer
With delivery ex works risks are transferred to the orderer, even if freight free delivery is agreed. The orderer must make sure that the transport company responsible for picking up the goods makes available vehicles for shipping that make possible safe loading of the goods. The vehicles must especially be fitted with skid-proof loading surface coating. Furthermore, the vehicles must be equipped with suitable safety means for the goods to be transported, i.e. with equipment for safe holding of the goods. We are authorised to reject insufficiently equipped vehicles, e.g. vehicles with steel sheet boarding. We are not responsible for any resulting delays.
The orderer is responsible for insuring the goods during transport. If we load the goods, we exclude our liability for slight negligence obligation violations, as long as these do not concern damages from life injuries, physical damage or health or guarantees. The same applies to obligation violations with respect to our fulfilment help.
§ 6 Warranty and liabilities
a) Deficiencies in delivered articles including any enclosed documents as well as repairs by us that cause defects shall be corrected by us within one year of delivery or repair after corresponding communication from the orderer. We can decide to do this by means of free improvement or replacement delivery of the entire object or involved parts. In the case of replacement delivery, the orderer must return the defective object or defective parts.
If the defect cannot be corrected within an acceptable period or if the improvement or replacement delivery is considered failed for any reason, the orderer can demand reduced compensation or withdraw from the contract. Withdrawal depends on expiration of a last acceptable deadline set by the orderer without results. At our request, the orderer must state whether he intends to reduce or withdraw.
It is assumed that subsequent fulfilment has failed, only if we have been given sufficient chance to improve or provide replacement delivery, without achieving the desired success when improvement or replacement delivery is impossible, if they are rejected by us or unacceptably delayed, when there is substantiated doubt concerning the success chances or when the subsequent fulfilment is not acceptable for other reasons. For incorrect modification or repair work on the part of the orderer or third party - without prior approval by us - liability itself and resulting consequences are excluded.
Certain condition and durability assurances require our expressed written confirmation. All data on conditions and agreements are not guarantees. Thus, no liability independent of fault is agreed.
The orderer is solely responsible for using articles delivered by us. Unless, we expressly confirm suitability for a certain application at the request of the orderer. Especially we assume no warranty for defects due to inappropriate or incorrect use, faulty assembling or putting into service, by the orderer or third parties, due to natural wear, faulty or negligent handling, unsuitable operating media, replacement materials, chemical, electrochemical or electrical influences, as long as these cannot be attributed to us.
The orderer must examine the delivered goods for obvious defects that can be easily seen by an average customer. Among the obvious defects are missing manuals or other documents as well as considerable, easily visible damages to the goods. Furthermore, this includes cases where not ordered items are delivered or the delivered quantity is too small. Such obvious faults must be immediately communicated in writing to us. If we do not receive written notification that goods have not been delivered according to an order within 5 work days, our service is considered accepted.
Defects that become visible later must be immediately notified to us after they are noticed by the orderer. If the examination and notification obligations are violated and at the latest one year after delivery or repair, the good is considered approved with respect to the concerned defect.
b) We exclude our liability for minor negligent obligation violations, if they do not concern essential contractual obligations, damages from living injuries, physical injuries or to health or guarantees or effect claims according to the German Product Liability Law. The same applies for violation of obligations by our fulfilment help. Liability claims are also excluded when it is deviated from the operating instructions enclosed with our equipment. The same applies to damage attributed to inappropriate or incorrect use, faulty assembling or putting into service by the orderer or third parties, natural wear, faulty or negligent handling, unsuitable operating media, replacement materials, chemical, electrochemical or electrical influences.
Only the direct customer can make warranty claims. These warranty claims cannot be transferred.
§ 7 Payment
All invoices are immediately payable. If the orderer does not pay within 3 weeks after delivery or submission of goods as well as after invoice has been submitted, the orderer is considered late with payment without the need for a reminder. From this point, we have the right to charge late payment interest. Late payment interest for the year is the interest rate that our bank charges for overdraft, however, at least 8 % above the respectively valid basis interest rate.
Exchanges and cheques are only accepted after agreement and for fulfilment and on condition of your discountability. Discount is charged from the date on which the invoice amount becomes due. Responsibility for timely submission of an exchange or cheque and for putting forward exchange protest is excluded.
If several invoices become due from business relationships with the same orderer, the orderer is late with payment for all due invoices, independent of the period given above, as soon as the orderer is late in paying one of its invoices according to the conditions above. This applies even if in concrete individual cases, longer payment periods were agreed for other invoices. Such agreements become ineffective when the orderer is late with respect to one of its payment obligations.
§ 8 Late payment
If, after a reminder or when a period has expired, the orderer is late with respect to payment obligations or acceptance obligations, after setting another deadline, we have the right to withdraw from the contract and/or to demand compensation instead of service or expenditure compensation. The amount of compensation is calculated according to the actual damage incurred or, under exclusion of application of higher damage without proof at 15 % of invoice amount, unless, it is proven to us, that there is no damage or reduced value or the damage or reduced value is considerably lower than the flat rate. If the orderer is late with payment, after written notification to the orderer, we can postpone fulfilment of our obligations until payment is received.
If, after a contract has been concluded, it becomes noticeable that our payment claims are at risk because of insufficient capability of the orderer, we can refuse to provide services or goods and we can determine a reasonable deadline for the orderer, in which he must pay gradually against delivery or a security that he must provide. If the orderer refuses to do this, we have the rights from § 8, sentence 1.
§ 9 Place of jurisdiction If the orderer is as full businessperson, a legal entity of public law or has public law entity special resources, Hanover is the place of jurisdiction for any disputes arising from the contractual relationship. We also have the right to take action at the orderer's headquarters or where his branch is located.
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