§ 1 Scope
(1) These Terms and Conditions of Business apply exclusively. We do not accept any deviating terms or terms to the contrary of the contract partner, except where we have explicitly approved them in writing. These Terms and Conditions of Business also apply if we observe the contract without reservations in acknowledgement of any deviating terms or terms to the contrary of the contract partner.
(2) In an ongoing business relationship, these Terms and Conditions of Business also apply to all future transactions.
(3) These Terms and Conditions of Business only apply to entrepreneurs within the meaning of the German Civil Code.
§ 2 Offers, documents
(1) Unless specified otherwise, our offers are subject to confirmation and are nonbinding.
(2) Any offers or orders received are only binding for us if we confirm them in writing or by delivering the ordered goods.
(3) We reserve title or copyright to any figures, plans, drawings, calculations, models, tools and other documents or aids. The contract partner must not announce the content of these items to third parties or make them publicly available otherwise without our approval, nor copy them, use them for a purpose other than the contract purpose or allow third parties to use them. If requested to do so, the contract partner must return these items to us in full and destroy any copies made as soon as he no longer requires them as part of ordinary business operations or if negotiations fail to result in a contract. This particularly applies to documents marked as confidential or as requiring secrecy in a similar way.
§ 3 Prices, payment terms
(1) Our prices are shown as net prices to which statutory VAT must be added.
(2) Unless agreed otherwise, our prices for services are “ex works” excluding packaging.
(3) The deduction of a discount always requires a separate written agreement.
(4) The contract partner may only offset with counterclaims if these have been confirmed legally, are undisputed or acknowledged by us. The same applies to rights of retention. Otherwise, the contract partner shall only be entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§ 4 Delivery
(1) Unless explicitly agreed otherwise, our deliveries are “ex works” Ingolstadt.
(2) We are not liable if delivery is impossible or for delivery delays to the extent that these are caused by Acts of God or other events that were unforeseeable when the contract was concluded (e.g. business disruptions of any kind, difficulties in obtaining materials or energy, transport delays, strikes, legal lockouts, insufficient staff, energy or raw materials, difficulties with obtaining the necessary official permits, official measures failure of suppliers to delivery, or to delivery the correct items or on time) and for which we were not responsible. If such events make delivery or performance significantly more difficult or impossible for us, and if the obstacle is not merely temporary, we are entitled to withdraw from the contract. If obstacles are only temporary, the delivery or performance deadlines are postponed or moved by the period of the obstacle plus an appropriate start-up time. If it is unreasonable for the contract partner to accept the delivery or performance due to the delay, he may withdraw from the contract by sending us an immediate written declaration.
§ 5 Warranty
The warranty period for the items delivered by us is one year, starting with delivery or, if approval is required or has been agreed, from approval. This does not apply to items which were used for a building according to their usual purpose and have caused this to be faulty
§ 6 Limited liability
(1) We accept liability without restrictions according to the legal provisions if the damage was caused intentionally or through gross negligence. We also accept liability for loss of life, bodily harm or injuries, if we are responsible for this damage, for accepted warranties and according to the Product Liability Act.
(2) If our contractual duties are violated due to intent or gross negligence, we are only liable to pay compensation if these duties are material contractual duties. Contractual obligations are material if their performance makes the proper performance of the contract possible in the first place and on the performance of which the contract partner does and can regularly rely. In this case, our liability is limited to foreseeable, typically occurring damage.
(3) Otherwise, any liability on our part to pay compensation is excluded, irrespective of the legal reason.
(4) The exclusions and limitations to liability set out above apply to our bodies, legal representatives, employees and other agents or assistants to the same extent.
§ 7 Retention of title
(1) The goods delivered by us remain our property until full payment.
(2) The customer is authorised to sell on the goods in the ordinary course of business. However, he passes on to us all claims in the amount of the final invoice amount (including VAT) of our claim, which result from the sale to his customers or third parties, irrespective of whether the goods were sold on unchanged or whether they were processed or changed. We hereby irrevocably authorise the customer to collect the transferred payments in his own name. We do not collect the claims to the extent that the customer is not in payment default in relation to us nor has ceased payments nor an application for insolvency has been submitted. If this is the case, however, the customer shall provide us with the details of the transferred claims and their debtors, provide all information required for collection, hand over the relevant documents and inform the debtors of the transfer.
(3) Any processing or reshaping of the goods delivered by us performed by the customer is always performed for us. To the extent that the goods are processed together with other items not belonging to us, we shall obtain co-ownership of the new item according to the proportion of the goods’ value (final invoice amount including VAT) in relation to the other processed items at the time of the processing. In all other cases, the same shall apply to the processed item as to the goods subject to a retention of title.
(4) To the extent that the goods delivered by us are inseparably mixed with other items not belonging to us, we shall obtain co-ownership of the new item according to the proportion of the goods’ value (final invoice amount including VAT) in relation to the other processed items at the time of the mixing. If the mixing is performed so that the Supplier’s item can be regarded as the main item, it is agreed that the Supplier shall transfer a proportionate co-ownership to us. The customer shall hold the ownership for us in safekeeping.
(5) If third parties access to goods subject to a retention of title, particularly pledges, the customer shall inform them of the ownership and notify us of this immediately. If the third parties are unable to compensate us for any judicial or extrajudicial costs that we incurred in this context, the customer is liable to pay these costs.
(6) We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realisable value of our securities exceeds that of the claim to be secured by more than 10 %. We are entitled to select the securities to be released.
§ 8 Place of performance, jurisdiction, applicable law
(1) The place of performance is Ingolstadt.
(2) The jurisdiction is Ingolstadt to the extent that the contract partner is an entrepreneur. However, we may also take legal action against the contract partner in the jurisdiction for his place of business.
(3) The law of the Federal Republic of Germany applies exclusively. The UN Convention on Contracts for the International Sale of Goods is excluded.