1. In General
1.1 If no other conditions are agreed explicit the following terms and conditions underlie between the contractor and the buyer. Meanderings and additions just have validity if they are laid down in written form.
1.2 The terms and conditions apply for all transactions between the contractor and buyer, also if there is no explicit evidence for prospective transactions, for example for spare parts, repairs and modifications.
Regulations to the contrary have to be regarded as reversed.
1.3 Only written orders, which are provided with our legally binding order numbers, are valid orders.
Additional agreements have to be confirmed in written form. Each order must be confirmed by the supplier in writing without delay. Next to the acceptance of order the execution of the order, especially the delivery, part delivery and the receipt of payments applies as boundless approval to our conditions.
1.4 Without the written agreement of the buyer the propagation of orders to third persons is unacceptable and allows him to resign from the contract or to demand for compensation in fact of failure of performance.
2. Offers and prices
All offers of the supplier have to be regarded as non-binding. The acceptance of the offer from the supplier just can be effected in written confirmation by the buyer.
The offer prices of the supplier are always based at his place of business including the packaging.
3. Delivery time
3.1 The agreed delivery date is binding. For the delivery in time without mounting or placement it depends on the incoming at the buyer, for the delivery in time with mounting or placements as well as performances it depends on the approval. The supplier is just authorized for part-deliveries/performances if there is a written agreement by the buyer.
3.2 Circumstances which endanger the agreed delivery dates have to be disclosed immediately in written form to the buyer for the clarification of further actions. The right of the buyer to resign from the contract or to demand for compensation in fact of failure of performance stays unaffected.
3.3 If the supplier is in default the buyer is allowed to demand a contract penalty of 0.2% from the order value for each day of missed deadline, at most 5% of the whole order value.
3.4 In case of missed deadline the buyer is allowed to get arranged the unadjusted deliveries/performances by third persons at the expense of the supplier, to avoid further disadvantage.
3.5 Force majeure and labor disputes disenthrall the contractual partners for the period of disruption and to the extent of the effect of the obligations. The contractual partners are committed to share the needed information immediately and to adapt their commitments to the changed relations, acting in good faith.
4. Distribution and transfer of perils
4.1 Unless not otherwise agreed, the shipping and handling charges, fees and other charges have to be borne by the supplier. If there are no other modes of transportations required, for pricing ex works or ex warehouse
of the supplier shall be shipped at the lowest costs. Additional costs due to non-compliance shipping or packing instructions or to a failure to deliver, any necessary expedited shipment will be borne by the supplier.
4.2 Each delivery shall be accompanied by delivery notes indicating the contents, the order number and any other order references.
4.3 For deliveries without installation or erection, the risk gets over with their input at the delivery address specified by the buyer. For deliveries with installation and erection the risk is transferred to the accepted on site inspection.
4.4 Scarcities of the delivered goods must be notified by the buyer within a short time after receiving and have to be admonished to the supplier in written form.
The invoice has to be immediately handed out after total delivery and has to be provided for each order separately, so do not attach to the goods.
The invoices have to be in duplicate form with the declaration of the order number and commission.
6. Conditions of payment
These conditions are directed to our contractors
8 days with 3% allowance
14 days with 2% allowance
30 days net
7.1 The supplier guarantees that the goods or services meet the agreed specifications, are having the agreed quality and are free of defects which cancel or reduce their value or suitability for normal or contract intended use.
The supplier warrants further that the goods and services correspond with the accepted rules and the highest level of technology, the relevant environmental protection, accident protection and other health and safety regulations as well as the generally recognized safety and health rules which are valid in the Federal Republic of Germany, unless special rules are agreed.
7.2 The statutory claims for defects are entitled unabridged to the buyer. They expire in accordance with the legal provisions. The buyer may demand subsequent performance after his election to remedy the defect or to deliver a defect-free product or respectively the assembly of a new product.
The remedy is in agreement with the supplier, taking into account the operational needs of the buyer.
7.3 If parts of the contract are changed in context of claims for defects or replaced by different parts, so the corresponding spare parts have to be changed or replaced at the expense of the supplier.
7.4 In case of cancellation the buyer is further entitled to use the services of the supplier without consideration until a suitable replacement is found. In case of resignation, the supplier is responsible for the costs of dismounting, removal and return freight and inherits the proper disposal.
7.5 In fact of missed deadline the buyer is entitled to conduct the unadjusted goods/services by a third person at the expense of the supplier, to avoid imminent danger, urgency or further disadvantage.
Models, samples, tools, supplied materials, drawings and something near it, which are surrendered by the buyer to the supplier just can make accessible to third persons with written agreement by the buyer (concealment) and can be demanded by the buyer every time, if nothing else is explicit agreed.
9.1 The buyer is authorized to cancel the contract wholly or partially without stating the reasons.
In such a case he is bound to pay all services and/or goods which are provided to that point of time and also to compensate adequately for provided material and achieved services;
In this case counts additional §649, S. 2.2 clause BGB.
Further requirements of the supplier are excluded.
9.2 The buyer is also authorized to cancellation if insolvency proceedings are instituted or the supplier stops the payments, for example. The buyer has the right to adopt the material and/or intermediate goods on good terms including possible special means of production.
10. Free issue equipment
Provided materials, manufacturing parts, container, special packing, tools, models or something near it (free issue equipment) which is provided by the buyer remain in his property and shall be marked
by the supplier accordingly. During processing, combining, or mixing of free issue equipment the buyer receives common ownership to the new product in relation of the value of the providing to the overall value.
For whatever reason, a retention of goods of the providing is not entitled to the supplier.
The supplier has to take care for the provided materials and in case of losing he has to bear the liability.
11. Partial invalidity
Should any of these conditions be invalid wholly or partially, all other provisions shall remain with regard to contents effective at all times. An invalid or non-enforceable appointment is considered to be replaced by a valid and enforceable provision, which comes closest to the traced economic purpose by the parties, within the bounds of legal possibility.
12. Trade mark rights and place of venue
The supplier has to keep the buyer free from all third party claims which the buyer is exposed by the fact that the supplier has violated intellectual property rights of third parties.
Unless otherwise noted, the place of venue for all disputes arising from this contract is the
Local Court of Chemnitz.