General Terms and Conditions
All of our deliveries and services are provided exclusively on the basis of the following conditions. We hereby object to the buyer's purchasing conditions insofar as they do not conform to our sales, delivery, and payment conditions. These conditions shall therefore also apply to all future business relationships, even if they are not expressly agreed upon again. At the latest upon receipt of the goods or services, these conditions shall be deemed accepted. The buyer acknowledges our conditions at the latest upon unchallenged receipt of our goods. These conditions apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
| 1. | OFFERS, ORDERS |
| 1.1 | Our offer regularly constitutes an invitation to the customer to submit a purchase order and is to be understood as non-binding in this sense. |
| 1.2 | The documents, illustrations, drawings, weight and dimension specifications included in the offer are approximate values only and do not constitute statements regarding the quality of the goods. Unless limits for permissible deviations are specified in the order confirmation or result from expressly acknowledged buyer specifications, industry-standard deviations are in any case permissible. The quality, suitability, qualification, and function, as well as the intended use of our goods, are determined exclusively by our service descriptions and technical qualifications in their current version published on our website. Public statements, promotions, or advertising by us or third parties do not constitute statements regarding the quality of the goods. We reserve all ownership and copyright in all documents; they may not be made accessible to third parties without our consent. |
| 1.3 | Guarantees regarding the quality or durability of our goods must be expressly identified as such in the order confirmation. When delivering samples or specimens, their quality is not deemed guaranteed unless otherwise expressly stated in the order confirmation. The same applies to the information provided in analyses. |
| 1.4 | Design proposals that we make on the basis of the buyer's information (e.g., verbal information, drawings, or other documents) constitute pure recommendations and do not constitute statements regarding the quality or intended use, unless otherwise expressly stated in the order confirmation. |
| 1.5 | For damage to or loss of drawings, samples, models, etc. provided to us by the buyer, we shall be liable in accordance with clause 7. |
| 2. | PRICES |
| Our prices are ex-warehouse Hamburg, plus the applicable statutory value-added tax, and excluding packaging and shipping costs. If the prices of our suppliers, freight costs, and/or public charges increase between the conclusion of the contract and delivery, we may raise the price accordingly, giving reasonable consideration to the customer's interests. If the prices of our suppliers, freight costs, and/or public charges decrease, we shall likewise be obligated to lower our prices accordingly. With respect to consumers, this applies only if delivery is to take place more than four (4) months after the conclusion of the contract. | |
| 3. | DELIVERY |
| 3.1 | The delivery periods and dates stated by us that are not expressly designated as fixed are approximate only, unless otherwise expressly agreed. The buyer may set us a reasonable period for delivery two weeks after expiry of these delivery periods. We shall not be in default until the grace period has expired. Delivery periods do not begin to run in any event until the customer has provided the documents to be procured by the customer and any agreed down payment has been received by us. |
| 3.2 | In the event of delay in delivery or impossibility, we shall be liable for claims for damages only in accordance with clause 7. The delay damage to be compensated by us pursuant to clause 7 is limited to 0.5% of the value of the delivery or partial delivery not made on time per completed week, but no more than 5% of the value of the delayed (partial) delivery. |
| 3.3 | In the event of force majeure, industrial action, non-delivery, incorrect or delayed delivery by our supplier (reservation of self-supply), and other impediments to performance not attributable to us, we may postpone delivery for the duration of the impediment. If the impediment is expected to be permanent, we are entitled to withdraw from the contract in whole or in part. |
| 4. | PAYMENT |
| 4.1 | The invoice amount is due within 30 days of the invoice date without deduction, unless otherwise agreed. |
| 4.2 | In the event of overdue payment, we shall charge interest at a rate of 8 percentage points above the applicable base rate of the European Central Bank per annum, unless a higher level of damage is proven. Our claims shall become immediately due irrespective of the term of any bills of exchange accepted in payment if the buyer has committed a serious breach of the contractual agreements. |
| 4.3 | The buyer is not entitled to offset our claims against counter-claims unless such counter-claims are undisputed, ready for decision, or have been established by final judgment. The buyer's right of retention is excluded, unless the buyer is not an entrepreneur and the right of retention is based on the same contractual relationship. |
| 5. | SHIPMENT |
| All sales are understood to be ex-works Hamburg. Shipping is at the expense and risk of the buyer. The risk passes to the buyer, even in the case of partial deliveries, as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for dispatch. If the goods are ready for dispatch and the shipment is delayed for reasons attributable to the buyer, the risk passes to the buyer at the start of the default of acceptance. | |
| 6. | WARRANTY |
| 6.1 | The buyer must carefully inspect the delivered goods immediately upon arrival at the place of destination. Any defect must be notified in writing by the buyer no later than 7 days after receipt of the goods, with an accurate description of the defect. If the defect was not apparent at the time of delivery, it must be reported immediately upon discovery. The delivery shall be deemed approved if a notice of defects has not been received within these periods. |
| 6.2 | In the event of a justified and timely notice of defects, we shall provide subsequent performance at our option by way of remedy or replacement delivery. |
| 6.3 | If the subsequent performance or replacement delivery fails, the buyer may demand a reduction of the purchase price or withdraw from the contract. In the event of only minor defects not attributable to us, the buyer shall have no right to withdraw. |
| 6.4 | If the buyer receives defective assembly instructions and has not yet assembled the contractual item, we are only obligated to supply defect-free assembly instructions, and only if the defect in the assembly instructions prevents proper assembly. |
| 6.5 | The foregoing provisions constitute the complete warranty for our goods. In particular, we shall be liable for all other claims for damages to which the buyer may be entitled due to or in connection with defects in the delivered goods exclusively in accordance with clause 7. |
| 6.6 | Warranty claims of our customers within the meaning of this clause 6 become time-barred within one year from delivery of the goods. This does not apply if we are guilty of fraudulent concealment. |
| 6.7 | Agreements between the buyer and its customers that go beyond the statutory warranty claims shall not be binding on us. |
| 7. | LIABILITY |
| 7.1 | For claims for damages due to culpable conduct, we shall be liable in cases of intent or gross negligence. Liability for slight negligence is excluded, unless essential contractual obligations (cardinal obligations) are breached. In such a case, liability is limited to the damage typically foreseeable at the time of conclusion of the contract. This limitation does not apply to injury to life, body, or health. Personal liability of our legal representatives, vicarious agents, and employees for damage caused by them through slight negligence is excluded. |
| 7.2 | Prior to making a claim against us, the buyer is obligated at our request to first pursue all applicable claims against our supplier. For this purpose, we undertake to assign any warranty and compensation claims that we have against our suppliers. |
| 7.3 | Claims for damages by our customers due to simple negligence within the meaning of this clause 7 become time-barred within one year from delivery of the goods. This does not apply if we have fraudulently concealed the defect. |
| 8. | RETENTION OF TITLE |
| 8.1 | All delivered goods remain our property (reserved goods) until the buyer has settled all existing claims and — if the buyer is an entrepreneur — claims arising after conclusion of the contract. |
| 8.2 | Processing or transformation of the reserved goods is carried out for us as manufacturer within the meaning of Section 950 of the German Civil Code (BGB) without obligating us. Processed or transformed goods are deemed reserved goods pursuant to clause 8.1. In the event of processing, combination, or mixing of the reserved goods by the buyer with goods of other origin, we shall be entitled to co-ownership thereof in proportion to the invoice value of the reserved goods to the value of the other processed goods. |
| 8.3–8.10 | If the reserved goods are combined with other items, it is hereby agreed that a share of co-ownership transfers to us. The buyer shall store the reserved goods for us free of charge and shall notify us immediately of any seizures. The buyer may only sell the reserved goods in the ordinary course of business and hereby assigns the claims arising from the resale to us. If the value of the security interests to which we are entitled exceeds the claims by more than 10%, we shall release security interests upon request. |
| 9. | PLACE OF PERFORMANCE, APPLICABLE LAW, JURISDICTION |
| 9.1 | The place of performance for our deliveries is the respective place of dispatch of the goods. The place of performance for all obligations of the buyer is our registered office in Hamburg. |
| 9.2 | The relationship between us and the buyer is governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) and other international conventions do not apply. |
| 9.3 | The place of jurisdiction for all disputes in connection with the delivery transaction is, at our option, Hamburg or the buyer's registered office; for actions brought by the buyer, it is exclusively Hamburg. This jurisdiction agreement does not apply to customers who are not merchants. |
| 10. | FINAL PROVISIONS |
| 10.1 | Transactions with legal entities under public law and special public-law funds are treated in the same manner as transactions with entrepreneurs. |
| 10.2 | Should any provision of this contract be or become wholly or partially invalid, the validity of all other provisions shall not be affected by the invalidity of such provision. The invalid provision shall be replaced by a legally valid provision that comes as close as legally permissible to the intended regulatory purpose in economic terms. |
As of: February 2013 · Technische Antriebselemente GmbH · Lademannbogen 45 · 22339 Hamburg