- These terms apply for all present and future legal relationships between us and the purchaser, such as our offerings and sales, customer service work and warranty. Solely our terms apply. Deviations and additions require our written approval. Any business terms and conditions of the purchaser take effect only if we explicitly declare our preparedness in writing to execute the contract under said terms and conditions. In this case, our terms and conditions also apply, insofar as they do not contradict the terms and conditions of the purchaser.
- Agreements made with our sales organization and assurances made by our sales organization are only valid with our written confirmation.
- Place of fulfilment and sole place of jurisdiction for both contracting parties and for all proprietary claims resulting from the contract, including claims resulting from exchanges, checks and similar certificates, as well as from damage compensation and contract withdrawal and termination, is Mutlangen.
- We reserve the right to correct obvious calculation and typographical errors and mistakes recognized by the purchaser.
- The purchaser is bound to their purchase offer for 4 weeks. The contract is concluded if we confirm acceptance in writing within this period or have executed delivery. We will immediately inform the purchaser of non-acceptance of the purchase offer.
- If an order or invoice is transferred at the request of the purchaser to a third party who has declared their consent to us, the purchaser explicitly assumes liability for the realization of our claims, once we have informed them of this and they have not submitted a different explanation within a period of two weeks from receipt of the notice.
- Our contractual relationships with foreign customers are subject to German law.
- If planning services are assigned to us, the plans we create remain our property. They may be neither reproduced nor made accessible to third parties, particularly competitors, without our approval.
II. Prices and terms of payment
- Our prices are ex factory; that is, plus costs for transport, freight, carriage and customs duty. From a net goods value of € 5,000.00 per shipment, we deliver free to the area traversable by truck within the borders of the mainland of the Federal Republic of Germany, excluding offloading and placement. In deviation from this, the respective transport costs for whirlpools and dip pools always apply, regardless of the net goods value.
- The list prices applicable on the date of delivery are used for calculation insofar as the delivery occurs later than four months after contract conclusion and the purchaser is responsible for the delivery delay. Regarding the pricing rules for make-and-hold orders, see clause IV/3.
- Our invoices for delivery of goods are to be paid within 30 days from the date of invoice, without delay. Insofar as factory services, incl. commissioning, are included in the invoice, the invoice amounts attributable thereto are due no later than after execution and acceptance. In the case of payment to our account within 10 calendar days from the date of invoice, a 2% discount may be deducted. Before delivery of shipments with a net goods value of more than € 40,000.00, a down payment in the amount of 40% must be made. Our invoices for customer service work and repairs are to be paid within 10 calendar days from the date of invoice, without delay. The terms of payment for export orders are either upon delivery against irrevocable letter of credit, cash against documents or cash in advance.
- If the purchaser is in arrears with the payment, we may charge interest on arrears in the amount of the respective bank rates, but at least interest in the amount of 5% above the base interest rate. If the purchaser is in arrears with the payment of older invoices or the acceptance of ordered objects, we may withhold pending deliveries until elimination of default or collect upon delivery or deliver against a bank guarantee.
- The purchaser may only offset our claims if their counter-claim is undisputed or there is a legally binding title.
III. Retention of title and collateralization
- All objects of purchase remain our property until the complete fulfillment of the purchaser's obligations resulting from the purchase contract, from the purchaser's delay in the case of purchase price payment or from services we perform in order to conserve the value of the objects of purchase. The objects of purchase remain our property until clearance of all of our claims from the ongoing business relationship. If an overcollateralization occurs for us in this case, we will declare corresponding release upon request by the purchaser.
- The resale of objects of purchase delivered under retention of title is permitted only within the regular course of business. The purchaser may neither mortgage nor collateralize the objects of purchase in order to completely fulfill their obligations to us. So long as retention of title exists, the purchaser must inform us immediately by registered mail in the case of interventions by creditors, particularly the mortgaging of the purchased objects, and bear the costs for measures to resolve the intervention, particularly of intervention proceedings, if they cannot be drawn from the opposite party. The same applies in the case of other interventions by third parties.
- Until the complete fulfillment of their existing obligations to us, particularly the payment of the purchase price from this contract, the purchaser shall assign their claims from the resale of the objects of purchase we deliver in the amount shown in our issued invoice to us for security.
IV. Delivery and acceptance
- If we exceed an agreed delivery deadline, the purchaser must grant us an appropriate grace period. The delivery period begins on the day on which we confirmed the order issued to us and is met if the shipment leaves our factory within this period. If the purchaser should demand a different execution of the objects of purchase or different objects of purchase after conclusion of the contract, we can appropriately extend the delivery period.
- The transfer of risk occurs in accordance with the law.
- The purchaser is obligated to accept objects of purchase ordered on demand no later than 12 months after conclusion of contract. Retrieval must occur at least four weeks before the desired date of delivery. If the purchaser is in arrears with acceptance of the objects of purchase, they must pay the purchase price step by step against transfer of the objects. If the retrieval occurs later than 4 months after conclusion of contract, the prices applicable on the date of delivery are used for calculation. We will inform the purchaser of a pending price increase in a timely fashion.
- The purchaser must immediately inspect the shipment for contents, completeness and transport damage. The purchaser may only enforce rights from loss of transported goods and from transport damage against us if they have identified them immediately and informed us, particularly having a damage report produced by the transport carrier and delivered to us.
- If the purchaser remains in arrears with the acceptance of the objects of purchase for longer than four weeks or rejects the acceptance, we are authorized after a grace period of 14 days either to withdraw from the contract or to demand fulfillment of the contract or damage compensation for failure to fulfill the contract, after unsuccessfully granting the purchaser the grace period. In the case of damage compensation, we may, irrespective of the possibility of claiming and substantiating higher damages, demand 15% of the net purchase price without substantiation. The purchaser may provide evidence that we have suffered no damage or lower damages.
- If the contract is annulled with mutual agreement before or after delivery of the objects of purchase, at the request of the purchaser, the purchaser must pay 15% of the net purchase price and bear the costs for any return and reprocessing of the objects of purchase.
- We are liable only for delivery of the ordered goods and their functionality, which is verified by our employees upon commissioning. Solely the specialist company contracted with installation is responsible for acceptance of the overall installation, and releases us in the case of internal recourse claims. We do not inspect the works of third parties.
- We provide warranty of the lack of defects in the materials and function of the objects of purchase, in accordance with the respective state of the art, and of execution of customer service work in accordance with the accepted rules of technology, as follows:
- Warranty for objects of purchase equals 2 years, excluding deliveries or other services for a particular structure in accordance with §§ 438 Par. 1 No. 2, 634 a Par. 1 No. 2 BGB (German Civil Code), for which a warranty period of 5 years applies. For used or factory overhauled objects of purchase, we provide warranty for 1 year.
- The warranty for objects of purchase begins with their transfer, specifically when we are obligated for commissioning; for customer service work, with their acceptance.
- We shall fulfill our warranty obligations by rectifying or replacing, at the purchaser's choice, objects of purchase afflicted with defects, free of charge, and rectifying deficient customer service, repair or other factory services, free of charge.
- In the case of the contractor's rights of recourse according to § 478 BGB (German Civil Code), we reserve the right to accept the warranty claim with respect to the customer on our own account. The contractor is obligated to immediately inform us of the customer's claims.
- Parts removed and replaced in connection with warranty, customer service or repair work are transferred to our ownership without compensation.
- The purchaser is entitled to damage compensation claims only if we have acted in a grossly negligent manner.
The information accrued in connection with the contractual relationship between the purchaser and us shall be stored for purposes of data processing, but not forwarded to third parties.