Terms & Conditions
ECKOLD-Biegetechnik - a modern service company in profile bending
General terms and conditions of sale and delivery
- General / scope, written form
1.1 Our general terms and conditions of sale and delivery only apply to entrepreneurs in accordance with Section 310 (1) BGB.
1.2 Our services and deliveries are made exclusively on the basis of these general terms and conditions of sale and delivery. We do not recognize any conflicting, deviating or supplementary purchasing conditions of the customer unless we have expressly agreed to their validity in writing. These terms and conditions of sale and delivery also apply if we carry out the delivery / service to the customer without reservation in the knowledge of conflicting or deviating or supplementary terms and conditions of the customer.
1.3 In the context of an ongoing business relationship, these terms and conditions of sale and delivery in the version current at the time the contract is concluded also become part of the contract, even if we have not expressly indicated their inclusion in individual cases.
1.4 Telephone or verbal agreements, additional agreements, commitments and assurances, subsequent amendments to the contract only become legally binding for us if they have been confirmed by us in writing.
- Conclusion of contract
2.1 Unless a binding period is expressly mentioned, our offers are non-binding.
2.2 If the order represents an offer to conclude a contract, we can accept this offer within two weeks of receipt by us. This can be done by sending an order confirmation or by providing our delivery / service to the customer within this period.
- Offer documents, permits, information
3.1 We reserve all property rights and copyrights to offers, cost estimates, calculations, drawings, samples and other tools, samples, specimens, images, descriptions, models, calculations and other documents originating from us or third parties and made available to the customer without restriction. These documents and objects may only be made accessible to third parties or made known to them with our prior consent and must be returned to us on request if they are no longer required by the customer in the ordinary course of business or if negotiations have not led to the conclusion of the contract.
3.2 Documents and information provided by us, such as images, drawings, weight and dimensions, are only binding if we expressly state them as part of the contract or expressly refer to them in the contract.
3.3 The customer must obtain the permits and / or export and import papers required for his use of the products at his own expense. If we help him with this, we are to be appropriately remunerated for the costs incurred.
3.4 All information on the suitability, processing and application of our products, any technical advice and other information is given to the best of our knowledge, but does not release the customer from carrying out his own tests and examinations.
- Product information, material defects
4.1 Our product descriptions and information do not represent a quality or durability guarantee within the meaning of §§ 443, 444, 639 BGB, unless we have expressly accepted a guarantee in this regard in the sense of §§ 443, 444, 639 BGB..
4.2 With regard to the quality of the delivery or service, only the product description given in the order confirmation is deemed to be agreed. Public statements, promotions or advertising do not represent a contractually binding specification of the quality of the delivery or service, unless such is expressly agreed in writing between us and the customer.
4.3 For products that we do not deliver as new goods as agreed, the rights of the customer due to a defect are excluded. This does not apply to quality guarantees, fraudulently concealed defects and claims for damages by the customer in the cases mentioned in Section 13 No. 1 a) to g).
4.4 In the event of defects in our delivery or service that were already demonstrably present when the risk was passed, we will, at our option, either perform a replacement delivery or a subsequent improvement. Parts replaced as part of the supplementary performance become our property and must be returned to us upon request.
4.5 The place of performance for supplementary performance is our factory.
4.6 Costs that arise in the course of subsequent performance as a result of the product being brought to a location other than the place of delivery are to be borne by the customer.
4.7 Claims for defects do not exist in the case of only insignificant deviations from the contractually agreed quality or in the case of only insignificant impairment of usability.
4.8 The customer has to give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we consider necessary. If this does not happen, we are released from liability for the resulting consequences.
4.9 The customer has the right to withdraw from the contract within the framework of the statutory provisions if, taking into account the statutory exceptional cases, we allow a previously set reasonable period for the repair or replacement delivery due to a material defect to elapse without result. If there is no major defect, the customer only has the right to reduce the contract price.
4.10 Our liability for damages or reimbursement of expenses due to material defects is based exclusively on Section 13.
4.11 Notwithstanding the above provisions in Clauses 4.1 to 4.10, we are liable in accordance with the statutory provisions insofar as we have assumed a quality guarantee or a defect has been fraudulently concealed by us or insofar as the customer informs us about the defectiveness of a product we have delivered to the customer, which has been resold to a consumer, takes recourse (§ 478 paragraph IV and V BGB).
4.12 If an examination of the delivery or service provided by us or the return of goods reveals that the customer's complaint was wrongly made, we are entitled to both the shipping costs and an appropriate remuneration for to request the purchaser to check the goods.
4.13 In particular, we do not accept any liability in the following cases, provided that we are not responsible for these: non-observance of our operating instructions, unsuitable or improper use, overuse, incorrect assembly or commissioning by the customer or third parties, non-compliance with the application described in the technical documentation and environmental conditions, natural wear and tear, incorrect or negligent treatment, improper maintenance, unsuitable equipment, defective construction work, unsuitable building site, chemical, electrochemical or electrical influences.
4.14 If the customer or a third party makes improper improvements or carries out repairs, we are not liable for the resulting consequences. The same applies to changes to the delivery item or other interventions in the delivery item made without our prior consent.
4.16 We assume no liability for free sales support measures (technical advice, preparation of plans, drafts and calculations, etc.).
4.17 The purchaser's claims for defects do not apply if the purchaser, despite being requested to do so, does not give us the opportunity to examine products or services that have been reported to be defective.
4.18 A repair, replacement part delivery or replacement delivery carried out on our part in response to a complaint by the customer shall always take place without recognition of any legal obligation.
4.19 All claims for defects by the purchaser presuppose that the purchaser has properly complied with his inspection and complaint obligations under Section 377 of the German Commercial Code (HGB), if necessary also through test runs. This also applies in the context of any guarantees we have declared.
4.20 Our obligations mentioned in this section 4 are - subject to section 13 - final in the event of material defects.
4.21 Numbers 4.1 to 4.20 shall apply accordingly, excluding further claims by the purchaser, if the delivery item is due to our fault as a result of failure or incorrect execution of suggestions and advice given before or after the conclusion of the contract or due to the violation of other secondary obligations - in particular instructions for the operation and maintenance of the delivery item - cannot be used by the customer in accordance with the contract.
- Defects of title
5.1 Unless otherwise agreed, we are obliged to provide the delivery / service free of industrial property rights and copyrights of third parties (hereinafter: property rights) only in the Federal Republic of Germany. Should the delivery item or a part of it nevertheless violate an industrial property right already issued and published in the Federal Republic of Germany at the time of the conclusion of the contract and therefore justified claims are made against the customer, we shall at our expense and at our option give the customer the right to further use procure or modify the delivery item in a manner that is reasonable for the customer in such a way that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period, the customer is entitled to withdraw from the contract or to reduce the price. We also have the right to withdraw from the contract under the above conditions.
5.2 If third party property rights are infringed by drawings or information provided by the purchaser or if the purchaser is responsible for the infringement of property rights for other reasons, the purchaser's claims are excluded and the purchaser must indemnify us in the event of a claim by third parties.
5.3 Our obligation to pay damages is based exclusively on Section 13. As at: 03-2014
5.4 Our above-mentioned obligations only exist if
- the customer has informed us immediately of asserted property rights or copyright infringements, the customer supports us to a reasonable extent in defending against the asserted claims and enables us to carry out the necessary modification measures,
- we reserve the right to take all defensive measures, including out-of-court settlements or settlements with the infringed property right,
- the infringement of property rights was not caused by the fact that the customer changed the delivery item without authorization or used it in a manner that was not in accordance with the contract or that we could not have foreseen, and
- the legal defect is not based on an instruction or special requirements of the customer.
5.5 If the customer ceases to use the delivery item, e.g. due to reasons to reduce damage or other important reasons, he is obliged to point out to the third party that this cessation of use is not associated with an acknowledgment of a violation of property rights.
5.6 Sections 4.15 and 4.19 apply accordingly in the event of property rights violations.
5.7 The obligations mentioned in this section 5 are - subject to section 13 - final in the event of a property right infringement.
- Prices and payment, termination, rights of set-off and retention
6.1 Unless otherwise agreed, our prices apply EXW Sperrluttertal, D - 37444 St. Andreasberg, (INCOTERMS 2010) plus the applicable statutory value added tax. Payment is to be made after receipt of the goods and sending the invoice within the agreed payment term.
6.2 For additional services or changed designs, which are additionally carried out by us at the request of the customer and / or in his interest, we are entitled to remuneration based on the agreed unit prices, but at least the usual remuneration within the meaning of § 632 Paragraph 2 BGB.
6.3 The prices of the offer apply only when the full scope of the offered service is ordered.
6.4 Partial deliveries entitle the holder to invoice the relevant part.
6.5 Payments must only be made to one of our accounts. They are to be paid free of postage and expenses on the due date without any deductions; Fees, expenses or other costs that we may incur as a result of a separately agreed acceptance of bills of exchange or checks are borne by the customer. For payments of all kinds, the date on which we can dispose of the amount is deemed to be the fulfillment time.
6.6 If the customer terminates the contract in accordance with Section 649 of the German Civil Code (BGB) without our being responsible for this, we are entitled to the claims regulated in Section 649 of the German Civil Code (BGB). Instead of the claims resulting from § 649 BGB, we can assert a lump sum of 10% of the agreed net order value for our expenses and the lost profit. We are not entitled to this flat-rate claim if the customer proves that the amount due to us according to § 649 BGB is significantly lower than the flat rate or we are not entitled to any remuneration at all according to § 649 BGB. Any claim on our part from § 649 BGB that goes beyond the flat rate remains unaffected.
6.7 The customer is only entitled to set-off rights if his counterclaims have been legally established or are undisputed or recognized by us or are in a close synallagmatic relationship to our claim. The customer only has a right of retention for claims that have been legally established or are undisputed.
- Software usage
7.1 If software is included in the scope of delivery, the customer is granted a non-exclusive right to use the software supplied including its documentation. It is made available for use on the delivery item intended for it. Use of the software on more than one system is prohibited.
7.2 The customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a. Ff. UrhG). The customer undertakes not to remove manufacturer information - in particular copyright notices - or to change them without our prior express consent. The customer must treat the software and documentation as strictly confidential.
7.3 We are generally not obliged to provide the source code on which the software is based.
7.4 All other rights to the software and the documentation including copies remain with us or with the software supplier. Sublicensing is not permitted. 7.5 We remain the owner of all inventions, constructions and processes made or developed by us and, apart from the provisions of this Section 7, no commercial or non-commercial property rights are granted.
- Retention of title
8.1 We reserve unlimited ownership of the delivery item until all of our claims against the customer arising from the business relationship, including future claims, including those from contracts concluded at the same time or later, have been settled. This also applies if payments are made in response to specifically designated claims. In the case of a current account (current account), the reserved property serves as security for our balance claim recognized by the customer.
8.2 The purchaser is obliged to treat and store our goods that are subject to retention of title with care, insofar as he can dispose of them, and to carry out necessary and customary inspection, maintenance and repair work at his own expense and to dispose of the goods under retention of title at his own expense. To adequately insure water damage and theft at replacement value. He hereby assigns his corresponding claims in the event of damage to us. We accept the assignment. During the period of retention of title, the customer may neither pledge nor transfer ownership of the reserved goods as security.
8.3 The customer is obliged to notify us immediately in writing or by fax of any damage or destruction of the reserved goods as well as access by third parties to the reserved goods, for example in the case of seizure or confiscation, handing over all documents necessary for an objection to the access by third parties. The customer has to bear all costs that are necessary to revoke access and to replace the goods subject to retention of title. The customer must also notify us immediately of any change in ownership of our reserved goods or a change in his place of business.
8.4 In the event of a breach of duty on the part of the purchaser, in particular in the event of default in payment of secured claims, we are entitled, after the unsuccessful expiry of a reasonable period set for the purchaser, to demand the surrender of the reserved goods and / or to withdraw from the contract; the statutory provisions on the dispensability of setting a deadline remain unaffected. The request to surrender the reserved goods or the seizure of the reserved goods by us does not constitute a withdrawal from the contract, unless this is expressly declared by us in writing.
8.5 The application to open insolvency proceedings against the customer entitles us to withdraw from the contract and to demand the immediate surrender of the delivery items.
8.6 The customer is entitled to resell the reserved goods in the ordinary course of business. However, he already now assigns to us all claims in the amount of the final invoice amount (including VAT) of our claims that arise from the resale against his customers or from any other legal reason relating to these goods against third parties, regardless of whether the goods have been resold without or after processing. We accept the assignment. The purchaser remains authorized to collect this claim even after the assignment until revoked. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claims as long as the customer properly meets his payment obligations. In particular in the event of default in payment, suspension of payments, application to open insolvency proceedings or justified indications of overindebtedness or impending insolvency of the customer, we are entitled to revoke the customer's right to resell and collect. In this case, we can demand that the customer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment.
8.7 If the goods are resold with other goods that do not belong to us, the purchase price claim is only deemed to be assigned to the amount of the value of the goods subject to retention of title.
8.8 If the resold reserved goods are in our co-ownership, the assignment of the claims extends to the amount that corresponds to our share of the co-ownership.
8.9 The processing or transformation of the reserved goods by the customer is always carried out for us without our being obliged to do so; The new thing will be our property. If the reserved goods are processed, combined, mixed or blended with other items not owned by us, we acquire (co-) ownership of the new item in proportion to the value of the reserved item (final invoice amount, including VAT) the other processed items at the time of processing. If the purchaser acquires sole ownership by combining, mixing or blending, he already transfers co-ownership to us at the ratio of the value of the goods subject to retention of title (final invoice amount, including VAT) to the other goods at the time of combining, mixing or blending. In these cases, the customer must store the item that is our property or co-ownership, which is also deemed to be reserved goods within the meaning of the above conditions, free of charge.
8.10 If our delivery items are firmly connected to the ground or inserted in a building, the connection or insertion is only for a temporary purpose.
8.11 To secure our claims, the customer also assigns to us the claims that arise against a third party through the connection of the reserved goods with a property. We accept the assignment.
8.12 As long as we are entitled to a claim from the business relationship with the customer, we are entitled to request information from the customer at any time as to which goods delivered under retention of title are still in his possession, where they are, for example, Are currently located and to which customers he has resold the remaining goods subject to retention of title.
8.13 We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released is incumbent on us.
- Delivery times and dates
9.1 Delivery periods and delivery dates are only binding if they have been expressly agreed with us or confirmed by us as binding. The delivery period begins on the date of the order confirmation, but not before the customer has provided the documents and approvals that may have to be procured by the customer, as well as before receipt of an agreed down payment and before all commercial and technical questions have been clarified between the contractual parties.
9.2 Compliance with our delivery deadlines presupposes that the customer has duly and punctually fulfilled the obligations incumbent on him.
9.3 Our delivery is subject to correct and timely delivery by our suppliers. We will notify the customer of any emerging delays as soon as possible.
9.4 Delivery periods and delivery dates are extended appropriately if the customer has not fulfilled the obligations incumbent on him, as well as in the event of force majeure or other unforeseeable obstacles that are beyond our control, including labor disputes, delay in obtaining state permits, energy supply, transport and Traffic disruptions are included insofar as such events have a significant influence on the provision of our services. This also applies if such circumstances occur with subcontractors or upstream suppliers. This also applies if such circumstances occur during the delay.
9.5 In the case of additional services or changed designs at the request or arrangement of the customer, the deadlines are also extended appropriately.
9.6 We are entitled to partial services and partial deliveries insofar as these are reasonable for the customer.
9.7 The delivery deadline is met if readiness for dispatch has been reported by the time it expires or the delivery item has left our factory. If an acceptance has to take place, the notification of completion or readiness for acceptance is decisive.
9.8 In the event of a delivery / service delay, the customer can only withdraw from the contract within the framework of the statutory provisions if we are responsible for the delay in delivery. A change in the burden of proof to the detriment of the customer is not associated with this regulation. If the customer is entitled to withdraw from the contract, he is obliged to declare at our request within a reasonable period of time whether he will withdraw from the contract or whether he will continue to insist on delivery / performance.
9.9 For the rest, our liability for delay in delivery / service is determined exclusively in accordance with Section 13.
- Export permits
The customer is obliged to inform us immediately in writing whether and to what extent state export permits are required for the delivery, in whole or in part, or similar statutory or official requirements are to be met, or whether they are subject to US export restrictions.
- Transfer of risk / acceptance / acceptanceg
11.1 Unless otherwise agreed, shipping is at the risk and expense of the customer. The risk is transferred to the customer when the goods are handed over to the person performing the transport - even if one of our means of transport is used. This also applies if we assume the costs of shipping in individual cases, for example in the case of freight-free deliveries or deliveries free of charge, or if we also have to provide other services, e.g. installation or subsequent commissioning.
11.2 If there is a contract for work and services, the acceptance is decisive for the transfer of risk. This must be carried out immediately on the agreed acceptance date, alternatively after our notification of readiness for acceptance. The customer may not refuse acceptance in the event of a minor defect
11.3 If the shipment or acceptance is delayed or does not take place due to circumstances that are not attributable to us, the risk is transferred to the customer on the day of notification of readiness for shipment or acceptance.
11.4 If the customer is in default of acceptance or if he culpably fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we are entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).
12.1 The customer can withdraw from the contract without setting a deadline if the entire service becomes finally impossible for us before the transfer of risk. In addition, the customer can withdraw from the contract if it is impossible to carry out part of the delivery of an order and if he has a legitimate interest in rejecting the partial delivery. If this is not the case, the customer must pay the contract price applicable to the partial delivery. Otherwise, our liability due to impossibility is determined exclusively in accordance with Section 13.
12.2 If the impossibility occurs during the delay in acceptance or if the customer is solely or predominantly responsible for these circumstances, he remains obliged to provide consideration.
13.1 In the event of a pre-contractual, contractual or extra-contractual breach of duty, also in the case of a delayed and / or defective delivery / service, we are liable for damages or reimbursement of expenses (in particular for compensation for damage that did not occur on the delivery item itself) - subject to further contractual provisions or legal liability requirements - only a) in the case of intent b) in the case of gross negligence. c) in the case of culpable injury to life, body or health, d) in the case of fraudulent concealment of a defect or lack of a guaranteed quality, e) in the case of mandatory liability under the Product Liability Act, f) in the case of slight negligence in the case of a breach of an essential contractual obligation. In this case, however, our liability is limited to the damage that was foreseeable and typical for the contract when the contract was concluded. "Essential contractual obligations" are those obligations that are essential for achieving the purpose of the contract. This includes the obligations that we have to fulfill according to the content and purpose of the contract, as well as those obligations, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the customer regularly trusts and may rely. Further claims for damages or reimbursement of expenses are excluded.
13.2 Our liability for the destruction of data is limited to the costs that would be required for its reconstruction if this data had been properly backed up by the customer.
13.3 Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, representatives and vicarious agents.
- Statute of limitations
14.1 All claims of the customer - for whatever legal reasons - become statute-barred after 12 months. This does not apply to quality guarantees, fraudulently concealed defects and claims for damages by the customer in the cases mentioned in Section 13 No. 1 a) to g). In these cases the statutory regulation applies. The statutory regulation also applies to defects in structures and delivery items that were used for a structure in accordance with their normal use and caused its defectiveness, as well as for recourse claims as a result of the purchase of consumer goods (§ 479 BGB).
14.2 The statutory regulations apply to the start of the statute of limitations.
The customer is obliged to refrain from the use of child labor or any other form of involuntary or forced labor, to refrain from any form of discrimination within his company or with regard to his subcontractors and / or suppliers, safe working conditions and a healthy working environment for his To ensure that employees behave considerately with regard to the environment and minimize the ecological negative effects of their business activities, and to refrain from all forms of corruption. As a client, we also undertake to observe the above points and act accordingly.
16. Confidentiality, assignment, place of performance, place of jurisdiction, applicable law, final provisions
16.1 The purchaser undertakes to keep all commercial and technical information that is not in the public domain and that is known to him in the course of executing this contract secret. The customer is responsible for ensuring that the data made available to him for the execution of the order are handled with care and are not passed on or used for other purposes. The customer must also oblige all his employees and vicarious agents to maintain secrecy.
16.2 The assignment of any claims of the customer from the contract, in particular the assignment of warranty claims, is only possible with our consent. 1
6.3 The place of performance for all obligations arising from the contractual relationship with the customer is our place of business.
16.4 If the customer is a merchant, a legal entity under public law or a public special fund, the place of jurisdiction is our place of business. However, we reserve the right to take legal action at the general place of jurisdiction of the customer.
16.5 In addition, the law of the Federal Republic of Germany applies to the exclusion of the UN Convention on the International Sale of Goods of April 11, 1980.
16.6 Should one or more provisions of the contract with the customer, including these general terms and conditions of sale and delivery, be or become wholly or partially ineffective, this shall not affect the validity of the remaining provisions. The law applies instead of the fully or partially ineffective regulation.
16.7 The contract language is German. If the contractual partners also use another language, the German wording has priority.
Conditions of purchase
ECKOLD-Biegetechnik GmbH & Co. KG
General terms and conditions of purchase for deliveries and services
- General, scope
1.1 The following terms and conditions of purchase apply exclusively to all orders from ECKOLD-Biegetechnik GmbH & Co. KG (hereinafter referred to as the client).
1.2 By accepting the order, the contractor recognizes these purchasing conditions for deliveries and services of all kinds as binding for the entire duration of the business relationship. Opposing or deviating from these conditions of purchase or supplementary to these conditions of purchase of the
The client does not recognize the contractor unless he has expressly consented to their validity in writing. The tacit acceptance of deliveries or services by the contractor, as well as payments by the client, do not constitute consent to conflicting, deviating or supplementary conditions of the contractor.
1.3 These purchasing conditions only apply to entrepreneurs within the meaning of § 310 Paragraph 1, 14 Paragraph 1 BGB.
1.4 Insofar as these terms and conditions of purchase expressly refer to statutory regulations, this is only for clarification purposes. Even if these conditions of purchase do not contain any clarification about the validity of statutory provisions, the statutory provisions shall apply unless these conditions of purchase
contain immediate changes or exclusions.
- Prices, pricing
2.1 The agreed prices are fixed prices and do not include statutory VAT.
2.2 Unless otherwise expressly agreed in writing, the prices are the delivery address named DDP in accordance with INCOTERMS 2010. If no delivery address is specified and nothing else has been agreed, the delivery address is the customer's place of business.
- Prohibited advertising, secrecy
3.1 The contractor must treat the conclusion of the contract confidentially and may only refer to business connections with the client in all publications, e.g. in advertising materials and reference lists, after the client has given its written consent.
3.2 The contractor undertakes to all obtained within the framework of the contractual relationship
To keep trade secrets completely secret and not to disclose them to third parties. All information about the client's and the end customer's / operator's business relationships as well as all non-public commercial and technical details obtained in the context of the contractual relationship are deemed to be trade secrets,
as far as these are not published by the client or the end customer themselves. The contractor will oblige his sub-suppliers and employees accordingly. These obligations also exist over the
- Offer, order, contract documents
4.1 Orders are only made in writing. Orders placed by telephone are only valid if they are confirmed in writing by the client. The written form is also maintained if the orders are placed by fax, email or other remote data transmission. A signature is to safeguard the
Written form is not required.
4.2 Each order must be confirmed by the contractor within 5 working days. If the order includes the offer to conclude a contract, the client can withdraw his order if the confirmation from the contractor is not received within 5 working days.
4.3 Any deviations from the customer's order must be pointed out separately in the order confirmation. Such deviations only apply if they are confirmed in writing by the client.
4.4 Remuneration for visits or the preparation of offers, projects, drafts and test deliveries will not be granted.
4.5 The contractor must check the tender documents, information in the order text, drawings, process requirements and other documents for correctness and completeness as well as for deviations from one another and for compliance with the relevant public law provisions and the objectives / intentions of the client and any errors or contradictions found or to inform the client immediately in writing of any ambiguities Subsequent additional claims by the contractor due to ignorance of the local or technical conditions as well as errors, ambiguities or contradictions in the aforementioned documents will therefore not be recognized.
- Responsibility for technical information
The consent of the client to drawings, calculations and other documents does not affect the sole responsibility of the contractor with regard to the object of performance. This also applies to suggestions, recommendations and other contributions on the part of the client.
- Deliveries, delivery time, contractual penalty
6.1 The agreed delivery time is binding and an essential part of the contract. The timeliness of delivery without assembly or installation depends on the receipt of the goods including the documentation at the delivery address specified by the client, for the timeliness of deliveries with installation or assembly as well as work-related services on the completion of the overall performance of the contractor, including documentation, ready for acceptance at.
6.2 Upon handover, the delivered goods become the property of the customer. The contractor guarantees that there are no rights of third parties (e.g. retention of title, lien) and in this respect releases the client from third-party claims.
6.3 Irrespective of the client's statutory claims, the contractor is obliged to notify the client immediately in writing if circumstances arise or become apparent to him that are likely to make timely delivery / service impossible. In such cases, the contractor will take all necessary measures to ensure that the agreed contractual deadline can be met or that there is only the slightest possible delay and inform the client of what he has done in each individual case. The notification of an anticipated delay in delivery does not change the agreed delivery date under any circumstances.
6.4 The contractor can only invoke the lack of necessary documents to be supplied by the client if he has issued a written reminder for the documents and has not received them within a reasonable period.6.5 In the event of a delay in delivery / performance by the contractor, the client is entitled to impose a contractual penalty of 0.3% of the net order value of the delayed goods or delayed service, up to a maximum of 5% of the net order value of the delayed service, for each working day of delay to demand delivered goods or late performance. The net order value is to be understood as the value that is based on the net remuneration agreed by the parties prior to the execution of the order. We reserve the right to make further legal claims; if this is asserted, a possibly forfeited contractual penalty will be offset against the asserted damage. The client does not need to reserve the right to assert the contractual penalty upon transfer of risk. Rather, he can assert it until the final payment of the order on which the delayed delivery / service is based.
6.6 Excess deliveries and services as well as partial deliveries and services are only accepted with the prior written consent of the client.
6.7 Premature deliveries are only permitted with the prior written consent of the client. In the event of an earlier delivery than agreed, the client reserves the right to return the items at the expense and risk of the contractor. If there is no return in the event of early delivery, the goods will be stored at the customer's facility until the delivery date at the contractor's expense and risk. The invoice is paid on time based on the agreed date.
- Packaging, transfer of risk
7.1 The packaging must protect the delivery from damage. The contractor packs, dispatches and insures the goods professionally and in accordance with the requirements at his own expense. Only environmentally friendly packaging materials may be used. Shipping and packaging regulations as well as the instructions for shipping and packaging provided by the client must be observed. Packaging material is to be taken back by the contractor upon request by the client.
7.2. In the case of deliveries without assembly and / or commissioning, the risk is transferred to the customer when the delivery is handed over to the delivery address specified in the order. In the case of deliveries with assembly, the risk is transferred to the customer with successful assembly, with deliveries with commissioning with successful commissioning. In the case of contractually agreed acceptance and services under a contract for work and services, the risk is transferred to the client upon acceptance.
- Export license
The contractor is obliged to inform the client immediately in writing whether and to what extent state export permits are required for the order, in whole or in part, or similar statutory or official requirements are to be met or they are subject to US export restrictions.
- Complaints, incoming goods
The acceptance of goods is subject to the agreed quality, condition and quantity. The period for the examination of the goods within the meaning of § 377 HGB is at least 5 working days; in the case of time-consuming examinations, this period is extended appropriately.
- Execution of deliveries and services, changes to services
10.1. The contractor undertakes to ensure that all deliveries / services are professionally carried out or provided in accordance with the agreed specification and that the latest technology, the legal provisions applicable at the place of use, including the provisions of the Foreign Trade Act, and the regulations and guidelines of authorities, professional associations and Correspond to professional associations. All products have to comply with the latest state of the safety regulations and have to be accepted by the responsible test centers upon handover and approved for the intended purpose. The contractor is obliged to hand over the relevant safety data sheets for his delivery with the delivery. He releases the client from all third party recourse claims in the event that he does not deliver the safety data sheets to the client, or delivers them late or incorrectly.
10.2 If the contractor has concerns about the type of execution requested by the client, he must inform the client immediately in writing.
10.3 The contractor undertakes to use environmentally friendly products and processes for his deliveries / services and also for supplies or ancillary services by third parties within the framework of economic and technical possibilities. He is liable for the environmental compatibility of the products supplied and for all consequential damage caused by the violation of his statutory disposal obligations.
10.4 The contractor guarantees that the products to be delivered are new and unused and that all materials and components that are built into the products / services to be delivered are new and unused.
10.5 Changes to manufacturing processes, materials, supplier parts and other measures that could affect the product quality or product properties must be made known to the customer before delivery and require his consent.10.6 The client can request changes to the delivery / service item even after the contract has been concluded, insofar as this is reasonable for the contractor. In the event of such changes in service, the resulting additional or reduced costs are determined on the basis of the calculation and the order of the main order. If the contractor does not give a written notice of an extension of the contractually agreed deadlines and dates that become necessary as a result of the contract amendment, an extension of these deadlines and dates is excluded, unless the necessity of the extension is obvious.
- Claims for defects, statute of limitations
11.1 The right to choose the type of supplementary performance is also fundamentally available to the client in the case of a work contract. § 439 BGB applies accordingly.
11.2 The place of performance for supplementary performance is the place where the product is intended to be located.
11.3 In particular, the contractor bears all expenses incurred in connection with the detection and elimination of defects, even if they are incurred by the client, in particular examination costs, dismantling and installation costs, transport, travel, labor and material costs.
11.4 In the case of a replacement delivery, the client does not have to pay any remuneration or compensation for the use of the originally delivered defective goods.
11.5 In addition to his statutory claims for defects, the customer can remedy the defect himself and demand reimbursement of the necessary expenses due to a defect in the delivered product or the work created after the unsuccessful expiry of a reasonable period set by him to the contractor for supplementary performance, if the contractor does not agree to supplementary performance Right denied. In this regard, the statutory regulation for self-performance in the contract for work and services (§637 BGB) applies accordingly to the purchase contract. In order to avert an acute risk of considerable damage, the client can remedy the defect himself - even without having previously requested the contractor by setting a deadline - at the contractor's expense, or have it replaced, if it is no longer possible due to particular urgency to inform the contractor of the defect and the impending damage and to give him the opportunity to remedy it himself.11.6 Unless expressly agreed otherwise or the law provides for a longer limitation period, the limitation period for claims for defects is 36 months; In the case of a building, including architectural and engineering services, and for items that have been used for a building in accordance with their normal use and have caused its defectiveness, the limitation period for claims for defects is 5 years. The limitation period begins with the handover of the delivery item to the client or the third party named by the client to the delivery address specified by the client. For delivery items that are to be assembled at the delivery address, the limitation period begins with the completed assembly, in the case of an agreed commissioning by the contractor with successful commissioning, in the case of an agreed trial run, as soon as this has been carried out without any complaints. If an acceptance is provided for by law or by contract, the limitation period begins with the successful acceptance. If the agreed assembly, commissioning, implementation of the agreed trial operation or the contractually agreed acceptance is delayed through no fault of the contractor, the limitation period begins no later than 6 months after delivery of the delivery item. If there is a contract for work and services, the statute of limitations does not start until the acceptance has taken place.
11.7 If the contractor delivers a replacement product as part of its supplementary performance, the limitation period for this replacement product begins anew. If the contractor undertakes extensive repair work as part of his subsequent performance, the limitation period begins to run anew with regard to the defects on which the repair is based and their causes. The regulation of section 11.7 sentences 1 and 2 does not apply if the contractor has expressly reserved the right to carry out repairs or replacement deliveries only out of goodwill, to avoid disputes or in the interest of the continuation of the delivery relationship.
11.8 By acknowledging the receipt of deliveries and by approving submitted drawings, the client does not waive claims for defects and other rights.
- spare Parts
12.1 The contractor is obliged to deliver spare parts for the period of normal technical use, but at least for a period of ten years after delivery of the delivery item, in the case of contracts for work and services after acceptance of the service under reasonable conditions.
12.2 If the contractor stops delivering the spare parts or the delivery item during this period, the customer must be given the opportunity to place a final order. The contractor must notify the corresponding setting in good time with a lead time of at least 6 months.
- Execution documents, tools, provisions
13.1 Tools, models, forms and samples, production facilities, profiles, measuring and test equipment, provided materials, drawings, standard worksheets, printing templates, calculations, standards, guidelines, analysis methods, recipes and other objects and documents that are left to the contractor for the production of the delivery / service item remain the property of the client. They may only be used to carry out the order placed by the client, may not be made accessible to third parties and must be kept free of charge by the contractor with the care of a prudent businessman and separately from other items in his possession, to be marked as the client's property, absolutely secret to hold and against damage
or to adequately insure loss at your own expense at replacement value. Articles manufactured according to the client's documents may not be made available to third parties by the contractor, nor may they be made available or sold. The contractor is liable for damage to or loss of the objects and
Documents, even if he is not responsible for this himself.
13.2 In the event of processing not in accordance with the contract or damage to the material provided by the customer, the contractor is obliged to obtain a replacement delivery of the material provided from the customer at a charge.
13.3 Documents of the client within the meaning of Section 13.1, including all copies and reproductions, are to be made immediately and unsolicited after the handling of inquiries or after the processing of orders or, in the case of an important reason, e.g. B. in the event of temporary inability to deliver on the part of the contractor upon request by the client to be returned to the client.
13.4 Tools, forms, print templates, samples, models and other devices that are charged to the customer become the property of the customer upon payment; they will be kept by the contractor free of charge for the client, marked as the client's property, secured against damage of any kind, adequately insured at replacement value and only to be used for the client's purposes. The contractor is after completion of the order as well as in the case of proper contract termination or in the case of an important reason, e.g. B. in the event of temporary inability to deliver on the part of the contractor upon request by the client, obliged to surrender in the proper condition.
- Liability, product liability, indemnity insurance
14.1 For all pre-contractual, contractual or extra-contractual breaches of duty, even in the case of a defective delivery / service, the contractor's liability for damages is based on the law. Limitations of liability on the part of the contractor do not apply.
14.2 If claims are made against the client on the basis of domestic or foreign product liability regulations due to the defectiveness of a product which can be traced back to a product of the contractor, the client is entitled to demand compensation from the contractor for the damage caused by the claim insofar as this is due to the product of the contractor. In the
In cases of fault-based liability, however, this only applies if the contractor is at fault, whereby in these cases the contractor must prove that he is not at fault, provided that the cause of the damage lies within his area of responsibility.
14.3 The contractor is obliged to exempt the client from claims for damages by third parties within the scope of his product responsibility within the meaning of section 14.2 upon first request and to reimburse all costs and expenses including the costs of any legal prosecution. This applies to direct claims against the client and third party recourse claims that have satisfied the injured party's claim for compensation.
14.4 Before a recall campaign that is wholly or partially the result of a defect in the product delivered by the contractor, the client will inform the contractor, give him the opportunity to cooperate and discuss efficient implementation with him, unless the information or participation of the contractor is not possible due to particular urgency or is unreasonable for the client. If a recall is the result of a defect in the product delivered by the contractor, the contractor bears the costs of the recall.
14.5 The legal claims of the customer remain unaffected by the claims from paragraphs 14.2 to 14.4.
14.6 The contractor undertakes to maintain product liability insurance with an appropriate coverage - at least € 2 million per personal injury / property damage - lump sum - which insures all risks from product liability including the risk of recall. Upon request, the contractor will provide proof of insurance. Any further claims for damages remain unaffected.
- Property rights
15.1 The contractor guarantees that the delivery / service item is free of third party rights (in particular patents, licenses, registered designs, utility models or other property rights) in Germany or, if he is informed about this, in the country of destination.
15.2 The contractor is obliged to inform the client before the conclusion of the contract whether industrial property rights exist or have been registered with regard to his product.
15.3 The contractor exempts the client from all claims by third parties that assert a violation of property rights within the meaning of section 15.1 and compensates any damage that may arise.
15.4 The parties will inform each other immediately in writing, if to one
claims are asserted by them due to the violation of property rights.
15.5 If the contractual use of the delivery / service item is impaired by third-party property rights within the meaning of Clause 15.1, the contractor is obliged, irrespective of his other contractual and legal obligations, to obtain the The right to obtain that the delivery / service items can be used in accordance with the contract without restriction and without additional costs for the client or to change the parts of the affected products / services relevant to property rights in such a way,
that they fall outside the scope of protection, but nevertheless comply with the contractual provisions.
- Invoice and payment, assignment, set-off, retention
16.1 The information provided by the client (order number, ID number, etc.) must be repeated in all correspondence.
16.2 The invoices are to be submitted in duplicate after delivery, in the case of contracts for work and services after acceptance, in accordance with the latest accounting regulations in accordance with the current tax laws, stating the complete order reference. Unless otherwise agreed, the invoice will be settled 14 days after receipt of the invoice minus a 3% discount, or 30 days after receipt of the invoice minus a 2% discount or 60 days after receipt of the invoice without deduction. 16.3 If the contractor is obliged to deliver documentation, operating instructions or certificates about material tests, the payment period for invoices does not begin before receipt of this documentation or certificates.
16.4 The client is entitled to offset counterclaims or to assert rights of retention. With regard to the retained amount, the payment and discount period begins after the full amount
Elimination of the shortcomings.
16.5 The assignment of claims of the contractor from the contracts concluded with the client to third parties requires the prior written consent of the client.
16.6 The contractor is only entitled to set-off rights if his counterclaims have been legally established or are undisputed or recognized by the client or are in a close reciprocal relationship to the client's claim. The contractor has a right of retention only because of legally binding
established or undisputed claims.
16.7 Payments do not recognize the correctness of the invoice or the delivery / service as being in accordance with the contract.
- Reach regulation
17.1 The contractor expressly undertakes to only supply the client with products that meet all the requirements of the European regulations (EC) 1907/2006 ("REACH") and (EC) 1272/2008 ("CLP regulation"). This includes in particular, but not exclusively, the registration and information obligations under
REACH as well as the obligation for classification, labeling and packaging according to the CLP regulation. In this context, the contractor provides the client with safety data sheets for substances and mixtures on request to determine the suitability of his materials. The contractor sends the customer unsolicited safety data sheets in good time before the first delivery and again as soon as relevant changes become necessary.
17.2 The fulfillment, in particular, of the registration obligation, but also the transmission of current, complete safety data sheets, which correspond to the respectively applicable requirements of REACH in combination with the CLP regulation, are viewed by the client as an essential basis for any deliveries. The contractor releases the client from all third party recourse claims in the event that he did not deliver the safety data sheets to the client, or delivered them late or incorrectly. The same goes for any subsequent changes. In the case of delivery of products according to the definition of REACH, the contractor undertakes to only supply the client with products whose content of very worrying substances on the "candidate list" of the European Chemicals Agency does not exceed 0.1% (m / m). The contractor further undertakes to inform the client without being asked as soon as he becomes aware that the material (substance, mixture or product) he has supplied contains a substance on the candidate list - even below the limit of 0.1%.
The contractor is obliged to refrain from the use of child labor or any other form of involuntary or forced labor, to refrain from any form of discrimination within his company or with regard to his sub-contractors and / or suppliers, safe working conditions and a healthy working environment for his To ensure that employees behave in a considerate manner with regard to the environment and to minimize the ecological negative effects of their business activities, and to refrain from all forms of corruption.
- Place of jurisdiction and performance, choice of law, contract language
19.1 Unless otherwise agreed, the place of performance for deliveries and services by the contractor is the agreed delivery address. For all other obligations on both sides, the place of performance is the customer's registered office.
19.2 If the contractor is a registered trader, a legal entity under public law or a special fund under public law, the place of jurisdiction is the seat of the client. However, the contractor can also be sued at his general place of jurisdiction.
19.3 The contract language is German. If the contractual partners also use another language, the German wording has priority.
19.4 In addition, the law of the Federal Republic of Germany applies to the exclusion of the UN Convention on the International Sale of Goods from 04/11/1980.
- Ineffectiveness of provisions
The ineffectiveness of individual provisions does not affect the effectiveness of the remaining provisions. The law applies in place of the ineffective provision.