General conditions of sale
§ 1 General – Scope
(1) Our sales conditions apply exclusively; We do not recognize any conditions of the customer that conflict with or deviate from our terms of sale, unless we have expressly agreed to their validity in writing. Our terms of sale also apply if we carry out the delivery to the buyer without reservation, knowing that the terms of the customer conflict with or differ from our terms of sale.
(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.
(3) Our sales conditions apply only to entrepreneurs within the meaning of § 310 Paragraph 1 BGB.
§ 2 offer – offer documents
(1) If the order qualifies as an offer according to § 145 BGB, we can accept it within 2 weeks.
(2) We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as “confidential”. The customer requires our express written consent before passing them on to third parties.
§ 3 prices – terms of payment
(1) Unless otherwise stated in the order confirmation, our prices apply “ex works”.
(2) The statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the day of invoicing.
(3) The deduction of a discount requires a special written agreement.
(4) Unless otherwise stated in the order confirmation, the purchase price is due net (without deduction) upon delivery of the goods. The legal rules regarding the consequences of late payment apply.
(5) The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. He is also authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. General conditions of sale eutecma gmbh.
(6) We reserve the right to invoice the agreed service by post or electronically by email.
(7) If the raw materials become significantly more expensive, we can withdraw from the confirmed order. The buyer cannot assert any claims for damages.
§ 4 delivery time
(1) The beginning of the delivery time specified by us presupposes the clarification of all technical questions.
(2) Compliance with our delivery obligation also requires the timely and proper fulfillment of the customer’s obligation. The defense of the non-fulfilled contract remains reserved.
(3) If the customer defaults on acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage we incur, including any additional expenses. Further claims are reserved.
(4) If the requirements of paragraph (3) are met, there is a risk of accidental loss or accidental deterioration of the purchased item
at the point in time at which the customer is in default of acceptance or debtor.
(5) We are liable in accordance with the statutory provisions insofar as the underlying sales contract is a fixed transaction in the sense of Section 286 (2) No. 4 BGB or Section 376 HGB. We are also liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further fulfillment of the contract has ceased.
(6) We are also liable according to the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; the fault of our representatives or vicarious agents is to be attributed to us. Unless the delivery contract is based on an intentional breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
(7) We are also liable according to the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of an essential contractual obligation; in this case the liability for damages is limited to the foreseeable, typically occurring damage.
(8) Further legal claims and rights of the customer are reserved.
§ 5 transfer of risk – packaging costs
(1) Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.
(2) If the customer so desires, we will cover the delivery with a transport insurance; the purchaser bears the costs incurred in this regard. General conditions of sale eutecma gmbh
§ 6 liability for defects
(1) Claims for defects on the part of the purchaser presuppose that the purchaser has properly complied with his inspection and notification obligations owed under § 377 HGB.
(2) If there is a defect in the purchased item, the customer is entitled to choose whether to remedy the defect or to deliver a new item free of defects. In the event of rectification of the defect, we are obliged to bear all expenses necessary for the rectification of the defect, in particular transport, travel, labor and material costs, insofar as this does not increase due to the fact that the goods have been moved to a location other than the place of performance.
(3) If the supplementary performance fails, the customer is entitled to choose between withdrawing or reducing the price.
(4) We are liable according to the statutory provisions if the purchaser asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. As far as we are not accused of deliberate breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
(5) We are liable according to the statutory provisions if we culpably violate an essential contractual obligation; in this case the liability for damages is limited to the foreseeable, typically occurring damage.
(6) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(7) Unless otherwise stipulated above, liability is excluded.
(8) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
(9) The limitation period in the event of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years from the delivery of the defective item.
§ 7 total liability
(1) Any further liability for damages than provided for in § 6 is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from negligence when concluding the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with § 823 BGB.
(2) Insofar as the liability for compensation against us is excluded or limited, this also applies with regard to the personal general sales conditions of eutecma gmbh
§ 8 securing retention of title
(1) We reserve ownership of the purchased item until all payments from the delivery contract have been received. In the event of behavior contrary to the contract, in particular in the event of late payment, we are entitled to take back the purchased item. The withdrawal of the purchased item by us does not constitute a withdrawal from the contract unless we have expressly stated this in writing. The attachment of the goods by us always means a withdrawal from the contract. After taking back the purchased item, we are authorized to sell it, the proceeds from the sale are to be deducted from the purchaser’s liabilities – minus reasonable sales costs.
(2) The customer is obliged to treat the purchased item with care; in particular, he is obliged to adequately insure them against fire, water and theft damage at replacement value at his own expense. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
(3) In the event of attachments or other interventions by third parties, the customer must immediately notify us in writing so that we can file a complaint in accordance with § 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incurred.
(4) The customer is entitled to resell the purchased item in the ordinary course of business; however, he already assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim that arise from the resale against his customers or third parties, regardless of whether the object of sale has been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the purchaser meets his payment obligations from the proceeds received, does not fall into arrears and, in particular, there is no application to open bankruptcy or settlement or insolvency proceedings or payment is suspended. If this is the case, however, we can request that the customer notify us of the assigned claims and their debtors, all to be collected
provides required information, hands over the associated documents and notifies the debtors (third parties) of the assignment.
(5) The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, general sales conditions eutecma gmbh including VAT) to the other processed items at the time of processing. For the thing resulting from processing, the same applies as for the goods delivered with reservation.
(6) If the purchased item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of the mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us. The purchaser keeps the resulting sole ownership or joint ownership for us.
(7) The customer also assigns to us the claims to secure our claims against him, which arise from the connection of the purchased item to a property against a third party.
(8) We undertake to release the securities to which we are entitled at the request of the customer insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released is incumbent on us.
§ 9 place of jurisdiction – place of performance
(1) If the customer is a businessman, our place of business is the place of jurisdiction; however, we are entitled to sue the customer at his place of residence.
(2) The law of the Federal Republic of Germany applies; the UN sales law is excluded.
(3) Unless otherwise stated in the order confirmation, Mannheim is the place of performance.
As of 07/02/08
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