General conditions of sale for commercial customers
General, Scope of Application
(1) These General Conditions of Sale (hereinafter referred to as "GTC") apply to all our business relations with our customers (hereinafter "Buyer"). The GTC only applies if the buyer is an entrepreneur (§ 14 BGB), a legal person of public law or a public-law fund.
(2) The General Terms and Conditions of Business shall apply in particular to contracts for the sale and delivery of movable goods, in particular sausage toasters with accessories (hereinafter also referred to as "goods") irrespective of whether we manufacture the goods ourselves or buy them from suppliers Sections 433, 651 BGB). In their respective versions, the GTC shall also apply as a framework agreement for future contracts for the sale and / or delivery of movable property with the same buyer, without having to refer to them in each individual case.
(3) The General Terms and Conditions apply exclusively. Any divergent, conflicting or supplementary General Terms and Conditions of the Buyer (hereinafter referred to as "GTC") shall become a contract only in so far as we have expressly consented to their validity. This consent requirement applies in any case, for example, even if we carry out the delivery to him unconditionally in the knowledge of the terms and conditions of the buyer.
(4) In individual cases individual agreements with the buyer (including ancillary agreements, amendments and amendments) have priority over these General Terms and Conditions. A written agreement or our written confirmation shall prevail for the content of such agreements.
(5) Legally binding declarations and announcements which are to be handed over to us by the purchaser after conclusion of contract (eg deadlines, notice of defects, declaration of withdrawal or reduction) shall be effective in writing.
(6) References to the validity of statutory provisions are only of clarification. Even without a clarification of this kind, therefore, the statutory provisions apply insofar as they are not directly modified or expressly excluded in these General Terms and Conditions.
Conclusion of contract
(1) Our offers are free and non-binding. This also applies if we have given the buyer catalogs, technical documentation, other product descriptions or documents - also in electronic form - on which we reserve property rights and copyrights.
(2) The order of the goods by the buyer is considered a binding contract offer. Unless otherwise specified in the order, we shall be entitled to accept this contract offer within 14 days of its receipt.
(3) The acceptance may be declared either in writing (eg by order confirmation) or by delivery of the goods to the buyer.
Delivery time and delay of delivery
(1) The delivery period is agreed individually or stated by us upon acceptance of the order. If this is not the case, the delivery period is approximately two weeks from the conclusion of the contract.
(2) If we can not comply with binding delivery periods for reasons beyond our control (non-availability of the goods), we will notify the buyer without delay and at the same time notify the expected new delivery period. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; We will immediately reimburse any consideration already paid by the Purchaser. As a case of the non-availability of the service in this sense, the supplier's non-timely delivery by our supplier will be deemed to have occurred if we have concluded a congruent cover transaction. Our statutory right to rescind and terminate as well as the statutory provisions on the performance of the contract in the case of exclusion of the performance obligation (eg impossibility or unreasonable performance and / or supplementary performance) shall remain unaffected. The right to rescind the contract and the right to cancel shall also be unaffected. § 8 of this GTC.
(3) The occurrence of our delay in delivery shall be determined by law.
Delivery, transfer of risk, acceptance, acceptance delay
(1) The delivery takes place from our warehouse in Bremen, where also the place of fulfillment is. At the Purchaser's request and expense, the goods will be shipped to another destination (consignment purchase). Unless otherwise agreed upon, we are entitled to determine the type of shipment (in particular, transport company, dispatch route, packaging).
(2) The risk of the accidental loss and the accidental deterioration of the goods shall pass to the buyer at the latest upon handover. However, the risk of accidental loss and the accidental deterioration of the goods, as well as the risk of delays, will be transferred to the forwarder, freight carrier or the person or institution who is otherwise responsible for the dispatch. If acceptance has been agreed, this shall be decisive for the transfer of risk. In addition, the statutory provisions of the contract for the work contract apply mutatis mutandis to an agreed acceptance. The transfer or acceptance shall be the same if the buyer is in default of acceptance.
Prices and terms of payment
(1) Unless otherwise agreed in the individual case, our current prices at the time of conclusion of the contract shall apply, ex-store, plus statutory value-added tax.
(2) In the case of the purchase of the goods (§ 4 para. 1), the buyer bears the transport costs from the warehouse and the costs of a transport insurance which may be requested by the purchaser. Insofar as we do not invoice the actual transport costs incurred in the particular case, a transport cost lump sum (excluding transport insurance) is agreed in the amount of EUR 10. Transport and all other packaging in accordance with the Packaging Ordinance, we do not take back, they become property of the buyer.
(3) The purchase price is due and payable within 14 days from invoice delivery before delivery of the goods.
(4) The buyer shall be entitled to set-off or retention only insofar as his claim is legally binding or undisputed. § 7 (6) shall remain unaffected in the case of defects in the delivery.
Retention of title
(1) Until the full payment of all our present and future receivables from the purchase contract and a current business relationship (secured claims), we retain ownership of the sold goods.
(2) The goods subject to retention of title may neither be pledged to third parties nor transferred to the security prior to the complete payment of the secured claims. The purchaser must immediately notify us in writing if and insofar as third parties access the goods belonging to us.
(3) In the case of breach of contract by the buyer, in particular in the case of non-payment of the purchase price due, we are entitled to withdraw from the contract in accordance with statutory provisions and to require the goods to be withdrawn due to the retention of title and withdrawal. If the purchaser does not pay the due purchase price, we can only assert these rights if we have previously set a reasonable deadline for payment to the purchaser or if such a deadline is not required according to the legal regulations.
Buyer´s claims for defects
(1) The statutory provisions apply to the rights of the purchaser in the case of defects in title and defects (including incorrect and short delivery, improper installation or faulty assembly instructions), unless otherwise stipulated in the following. In all cases, the statutory special provisions shall remain unaffected upon the final delivery of the goods to a consumer (supplier rebate according to §§ 478, 479 BGB).
(2) The basis for our liability for defects is, above all, the agreement regarding the quality of the goods. The products described as such (including the manufacturer), which were handed over to the buyer prior to his order or were included in the contract in the same way as these, are regarded as an agreement on the quality of the goods.
(3) Insofar as the nature has not been agreed upon, the statutory provisions shall determine whether a defect exists or not (§ 434 para. 1 S 2 and 3 BGB). However, we do not assume any liability for any public statements made by the manufacturer or other third parties (such as advertising announcements).
(4) The purchaser's claims for defects presuppose that he has complied with his statutory obligations to investigate and report complaints (§§ 377, 381 HGB). If a defect is found during the examination or later, we shall be informed immediately in writing. The notification is deemed to be immediately, if it takes place within two weeks, whereby the punctual sending of the advertisement is sufficient to ensure the deadline. Irrespective of this obligation to inspect and to notify the buyer, the purchaser must notify obvious defects (including incorrect and short delivery) within two weeks of delivery, in which case the timely dispatch of the advertisement is sufficient to ensure the deadline. If the buyer neglects the proper investigation and / or fault indication, our liability for the not indicated defect is excluded.
(5) If the delivered item is defective, the buyer can first demand correction of the defect (rectification) or delivery of a defect-free thing (replacement delivery) as supplementary performance. If the buyer does not know which of the two rights he chooses, we can set him a reasonable deadline. If the buyer does not make the choice within the deadline, the right to choose shall pass to us at the end of the period.
(6) We are entitled to make the subsequent supplementary performance dependent on the buyer paying the purchase price due. The purchaser is, however, entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.
(7) The buyer has to give us the time and opportunity necessary for the subsequent performance, in particular to hand over the rejected goods for inspection purposes. In the case of a replacement delivery, the buyer must return the defective item to us according to the legal regulations.
(8) We shall bear the expenses necessary for the purpose of the inspection and supplementary performance, in particular transport, path, work and material costs, if a defect actually exists. If, however, a defect elimination requirement of the buyer is found as unauthorized, we can demand the resulting costs replaced by the buyer.
(9) Claims by the buyer for damages or replacement of futile expenses shall only be made in accordance with § 8 and shall be excluded.
(1) Unless otherwise specified in these General Terms and Conditions, including the following provisions, we shall be liable in the case of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
(2) We shall be liable for damages - irrespective of the legal grounds - in case of intent and gross negligence. In case of simple negligence we are only liable
a) for damage resulting from injury to life, body or health,
b) for damages resulting from a breach of a material contractual obligation (obligation whose fulfillment of the contractual performance is only possible at first and on the compliance of which the contractual partner may regularly trust and trust); In this case, our liability is, however, to replace the foreseeable, typically occurring damage
(3) The liability limitations resulting from the above paragraph 2 shall not apply insofar as we maliciously concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims of the buyer according to the Product Liability Act.
(4) Due to a breach of duty, which is not a defect, the buyer can only rescind or terminate if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 651, 649 BGB) is excluded. In addition, the legal requirements and legal consequences apply.
Statute of limitations
By way of derogation from § 438 para. 1 no. 3 BGB, the general limitation period for claims arising out of material and legal deficiencies is one year from delivery.
Law and jurisdiction
(1) The law of the Federal Republic of Germany applies to this GTC and all legal relations between us and the buyer to the exclusion of all international and supranational (contractual) legal orders, in particular the UN purchase law. Prerequisites and effects of the retention of title pursuant to Art. § 6, on the other hand, are subject to the law at the respective location of the case insofar as the choice of law adopted in favor of German law is inadmissible or ineffective.
(2) If the buyer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch), a legal person governed by public law or a public special fund, our exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Bremen. However, we are also entitled to bring an action at the general court of the buyer.