Version of 2018-05-23
§ 1 Validity of the terms
I. The supplier's deliveries, services and offers are solely made based on these terms of business. The latter therefore also apply to all future business relations, even when not once again agreed upon. These terms shall be considered accepted at the latest on receipt of the goods or services. Counter-confirmations on the part of the purchaser with reference to the latter's terms of business and terms of purchase are therefore rejected.
II. Deviations from or supplements to these terms of business shall only be effective if confirmed by the supplier in writing.
§ 2 Offer and conclusion of contract
I. The supplier's offers are without obligation and non-binding. Declarations of acceptance and all orders require written confirmation or confirmation by telex on the part of the supplier in order to be legally valid. The same applies to supplements, amendments or subsidiary agreements in addition to verbal or telephone agreements.
II. The order confirmation shall also be part of the binding content of the order if it differs from the order placed and this deviation, in spite of reference thereto, is not opposed without delay.
III. Drawings, illustrations, dimensions, weights or other performance data shall only be binding if this is expressly agreed in writing. Dimensional and volumetric tolerances of up to 3 % shall be considered permissible if no other agreement has been entered into.
IV. The supplier's sales employees are not allowed to make verbal subsidiary agreements or verbal promises over and beyond the contents of the written contract.
§ 3 Prices
I. Unless otherwise indicated, the supplier shall be bound to the prices contained in the latter's offers for 14 days as and from their date. The prices mentioned with the supplier's order, plus the respective statutory value added tax shall be decisive. Additional deliveries and services will be calculated separately. In case of deliveries over a more prolonged period of validity, the supplier shall be entitled to a price modification if significant changes in the wage, material or energy costs arise. In these cases, the supplier shall be entitled to adapt the prices accordingly, taking account of these factors.
II. The prices are, unless otherwise agreed, ex-works excluding packaging.
§ 4 Delivery and service period
I. Delivery dates and deadlines that may be agreed on a binding or non-binding basis require being in writing.
II. The supplier shall not be liable, even in case of binding agreement on periods and deadlines, for delays in delivery and service owing to act of God and owing to events that render delivery considerably more difficult or impossible for the supplier - this includes in particular strike, lockout and official orders, etc., even if they occur with suppliers of the supplier or the latter's subcontractors. They entitle the supplier to postpone the delivery or service by the duration of the impediment, plus an appropriate run-up time, or completely or partially withdraw from the contract owing to the unfulfilled part.
III. If the impediment lasts more than one month, the purchaser shall be entitled, after setting an appropriate final deadline, to withdraw from the contract in view of the unfulfilled part. If the delivery time is prolonged or if the supplier is freed of the supplier's obligation, the purchaser cannot derive any claims for damages from this. The supplier may only invoke the aforementioned circumstances if the supplier informs the purchaser without delay.
IV. Insofar as the supplier is responsible for non-compliance with the bindingly promised deadlines and dates or is in default, the purchaser shall be entitled to compensation for delayed completion amounting to 1/2 % for each complete week of delay and all in all however a maximum of up to 5% of the invoice value of the deliveries and services affected by the delay. Claims over and beyond the above are excluded.
V. The supplier is entitled at all times to partial deliveries and partial services. In case of violation of the acceptance obligation on the part of the purchaser, the supplier shall be entitled, after setting a deadline, to sell the goods privately and assert a claim for the difference in relation to the agreed price before the purchaser.
§ 5 Transfer of risk
The risk is transferred to the purchaser as soon the consignment has been transferred to the person performing transport or has left the supplier's warehouse for the purpose of dispatch. If dispatch becomes impossible without any fault on the part of the supplier, the risk shall be transferred to the purchaser on notice of readiness for dispatch.
§ 6 Material defects
The supplier is liable for material defects as follows:
I. All those parts or services that present a material defect within the limitation period are, at the supplier's option, to be repaired free of charge, to be redelivered, or to be provided again, insofar as the cause thereof was present in the period of transfer of risk.
II. The claims for defects shall lapse within 12 months. This shall not apply insofar as the law stipulates longer periods, as in cases of injury to life or limb or health, in case of deliberate or grossly negligent breach of duty on the part of the contractor and in case of fraudulent concealment of a defect.
III. Claims for defects shall not exist in case of only insignificant deviation from the agreed characteristics, in case of only insignificant impairment of the serviceability, in case of natural wear and tear or damages that arise following transfer of risk as a result of faulty or negligent treatment, excessive stress, unsuitable resources or owing to specific influences that are not assumed according to the contract. If the purchaser fails to comply with operating or maintenance instructions of the supplier, performs modifications to the products or exchanges parts, liability for material defects shall not apply.
IV. The load-bearing capacities for rollers only apply approximately and do not represent any guaranteed characteristic.
V. We wish to draw attention to the fact that roller bearings from eastern countries, including China and Russia, do not fulfil western quality requirements. These bearings are only usable for subordinate applications. Consequently, we decline any liability in case of failure of these products.
VI. The purchaser must report defects to the supplier in writing without delay, at the latest however within three days after reception of the object of delivery. Defects that cannot be discovered within this period, even with careful inspection, must be reported to the supplier in writing immediately after discovery.
VII. If the purchaser requires that the work under the guarantee is performed at a site other than the place of reception, the supplier may comply with this requirement, with the components falling under the liability for material defects not being invoiced, whereas working time and travelling expenses are to be paid at the supplier's standard rates.
VIII. If the subsequent improvement according to paragraph I is unsuccessful after an appropriate period, the purchaser may demand reduction of the remuneration or cancellation of the contract, at the purchaser's choice.
IX. Recourse claims on the part of the purchaser against the supplier according to § 478 BGB (German Civil Code) only exist insofar as the purchaser has not entered into any agreements with the purchaser's buyer over and beyond the statutory claims for defects. Paragraph VII applies accordingly to the scope of the recourse claim on the part of the purchaser against the supplier according to § 478 II BGB.
X. If the purchaser is already in default of payment at the time of liability for material defects, or if initiation of an insolvency procedure has been applied for, the supplier shall have the right to make liability for material defects dependent on an advance payment of the purchase price equivalent to the value of the defective goods.
XI. Further claims or claims on the part of the purchaser against the supplier and the latter's agents of vicarious liability owing to a material defect other than those regulated in this paragraph are excluded. For claims for compensation for damages, § 12 of the General Terms and Conditions shall furthermore apply.
§ 7 Reservation of property rights
I. Until fulfilment of all claims to which the supplier is entitled now or in the future against the purchaser on any legal basis, the following securities are guaranteed which the supplier will release on request at the supplier's option, insofar as their value exceeds the claims in the long term by more than 20%.
II. The goods remain the supplier's property. Processing or transformation is always performed for the supplier as the manufacturer, but without any obligation for the latter however. If the supplier's (co-) ownership expires by association, it is already agreed that the purchaser's (co-) ownership of the unified item shall be transferred proportionally to value (invoice value) to the supplier. The purchaser shall retain the supplier's (co-) ownership free of charge. Goods for which the supplier is entitled to (co-) ownership are described below as goods subject to retention of title.
III. The purchaser is entitled to process or sell the goods subject to retention of title in business transactions in according with regulations, insofar as the purchaser is not in default. Pawning or security assignments are not allowed. The purchaser now already completely assigns the portion of (co-) ownership to the supplier as a precaution resulting from resale or another legal basis (insurance, impermissible action) with regard to the claims resulting for the goods subject to retention of title. The supplier empowers the purchaser revocably to recover the claims assigned to the supplier on the latter's behalf in the purchaser's own name. This direct debit authorisation may only be revoked if the purchaser fails to meet the latter's payment obligations in proper form.
IV. In case of third party access to the goods subject to retention of title, the purchaser shall make reference to the property of the supplier and inform the latter without delay.
V. In case of behaviour of the purchaser in breach of contract - particularly delayed payment - the supplier shall be entitled to take back the goods subject to retention of title or, if appropriate, demand assignment of the purchaser's claims for surrender against third parties. Both taking back and garnishing of the goods subject to retention of title does not involve any withdrawal from the contract on the part of the supplier.
§ 8 Payment
I. Unless otherwise agreed, the supplier's invoices are payable strictly net 30 days following invoicing. The supplier shall be entitled, in spite of provisions of the purchaser with different wording, to initially count payments against the latter's older debts. If costs and interest have already accrued, the supplier shall be entitled to initially count the payment against the costs, subsequently against the interest and finally against the main claim.
II. A payment is only considered to have been made when the supplier is able to dispose of the sum. In case of cheques, the payment is only considered to have been made when the cheque is cashed.
III. If the purchaser fails to fulfil the purchaser's payment obligations and in particular, fails to honour a cheque, or stops payments, or if other concrete circumstances - such as for example unsuccessful enforcement measures, application for initiation of an insolvency procedure, etc. - are known to the supplier, which call the purchaser's creditworthiness into question, the supplier shall be entitled to accelerate the entire remaining debt, even when the supplier has accepted cheques. The supplier shall furthermore be entitled in this case to demand advance payments or provision of security.
IV. The purchaser shall only be entitled to offsetting, retention or reduction, even when notice of defects or counterclaims are asserted, if the counterclaims have been established by force of law or are undisputed.
§ 9 Structural modifications
The supplier reserves the right at all times to perform structural modifications; the supplier shall however undertake to also perform such modifications on products already delivered.
§ 10 Industrial property rights
I. The supplier shall release the purchaser and the latter's buyers owing to claims from violations of copyrights, trademarks or patents, unless the design of a delivery item originates from the purchaser. The release obligation on the part of the supplier is limited in terms of amount by the sum of the purchase price of the goods involved.
II. An additional prerequisite for release is that conduct of legal disputes is left to the supplier and the claimed legal violation is exclusively to be attributed to the design of the supplier's delivery items without any connection or use with other products.
III. The supplier optionally has a right of release from the obligations undertaken in paragraph I by either
a) obtaining the necessary licences with regard to the allegedly infringed patents or
b) provides the purchaser with a modified delivery item or parts thereof, which in case of exchange for the violated delivery item or its parts, eliminate the accusation of violation with regard to the delivery item.
IV. If the supplier is required to deliver according to drawings, models or patterns of the purchaser, the purchaser shall be responsible for ensuring that third party protected rights are not violated as a result. The purchaser must indemnify the supplier for third party claims and pay compensation for the resulting damage. If the supplier is forbidden manufacture or delivery by a third party with invocation of a protected right belonging to the latter, the supplier - without verification of the legal situation - shall be entitled to cease the work or delivery.
V. The drawings and patterns transferred to the supplier that have not led to the order will be returned on request; otherwise, the supplier shall be entitled to destroy them three months after submission of the offer.
VI. The supplier is entitled to copyright and if appropriate industrial property rights on the models, drafts and drawings by the supplier or by third parties on the supplier's behalf. Drafts and design proposals of the supplier may only be passed on with the supplier's approval.
II. The data will be encrypted and transferred securely, but we can assume no liability for data privacy during these transfers over the Internet (e.g. due to technical errors on the part of the provider) or for a possible criminal access by third parties to files on our website.
III. You have the right to demand information from us as to which of your personal data we have saved. This also relates to its origin as well as the recipient or categories of recipients to whom this data is forwarded/disclosed as well as the purpose of the storage. If you have granted your consent to the further use of data, this can be revoked at any time. All requests for information or objections to data processing should be sent per email to email@example.com or to the contact data shown under www.doh-jennes.de.
§ 12 Liability
I. The liability of the supplier for negligent breaches of duty is excluded, insofar as these do not involve any obligations essential to the contract, damages resulting from injury to life or limb, or health or are based on claims according to the product liability law. The compensation for damages for violation of significant contractual obligations is not limited to the foreseeable damages typical of the contract, insofar as no deliberate action or gross negligence is present or liability exists for injury to life, limb or health. The same applies to breaches of duty of the supplier's agents of vicarious liability.
II. Insofar as the purchaser is entitled to any claims for damages according to paragraph I, these shall expire once 12 months have elapsed, insofar as claims resulting from injury to life or limb or health are not involved. In case of claims for compensation for damages according to the product liability law, the legal stipulations shall apply.
§ 13 Applicable law, place of jurisdiction, partial nullity
I. The Law of the Federal Republic of Germany applies to these General Terms and Conditions and the entire legal relationships between the supplier and purchaser.
II. Application of the uniform laws concerning international purchase of movable objects of 17th July 1973 and concerning conclusion of international purchasing agreements concerning movable objects is excluded.
III. Insofar as the purchaser is a merchant entered as such in the commercial register in the sense of the commercial code, a legal person under public law or fund assets under public law, Solingen shall be the exclusive place of jurisdiction for all legal disputes resulting directly or indirectly from the contractual relationship. This shall also apply if the purchaser moves the latter's place of residence out of the area of applicability of the Law of the Federal Republic of Germany. The supplier shall however also be entitled to institute legal action at the location of the supplier.
IV. Should any provision in these General Terms and Conditions or any provision within the context of separate agreements prove or become invalid, the validity of all other provisions or agreements shall remain unaffected.