Terms and Conditions

GENERAL TERMS AND CONDITIONS (NATIONAL) MANUFACTURER SALE/ONLINE SHOP

1. SCOPE; GENERAL

  • These General Terms and Conditions (GTC NATIONAL) of Manufacturer Sale/Online Shop, Unterstadt 12, 72401 Haigerloch, (hereinafter: "Manufacturer Sale/Online Shop" or "we") apply to all transactions for the delivery of goods to the customer by Manufacturer Sale/Online Shop, provided that the customer has its relevant place of business for the contract in Germany.
  • The scope of application of these GTC is limited to contracts with entrepreneurs, legal entities under public law or special funds under public law. These GTC do not apply in transactions with consumers.
  • These GTC apply exclusively. The inclusion of conflicting, supplementary or deviating terms and conditions of the customer from our GTC is hereby rejected. These also do not apply if we carry out the delivery to the customer with knowledge of or without express objection to deviating terms and conditions of the customer.
  • Individual agreements made with the customer in individual cases (including collateral agreements, additions and changes) shall in any case take precedence over these GTC. A written contract or our written confirmation shall be decisive for the content of such agreements.
  • These GTC also apply to future transactions between Manufacturer Sale/Online Shop and the customer without the need for renewed inclusion.
  • Rights to which Manufacturer Sale/Online Shop is entitled beyond these GTC under statutory provisions or other agreements remain unaffected.

 

2. RIGHTS TO DOCUMENTS

  • Offers, cost estimates and other documents remain our property and may only be made available to third parties with prior written consent.
  • All (copyright) rights to samples, devices, tools, drawings, cost estimates, drafts and plans produced by us, in particular patent, copyright and inventor rights, belong exclusively to us. They may only be made accessible to third parties if we have given our express written consent.
  • The provision of the aforementioned items does not constitute a transfer or granting of rights (user license).

 

3. CONCLUSION OF CONTRACT

  • Our offers are subject to change and non-binding, unless expressly stated otherwise.
  • The contract is concluded by our written order confirmation or our provision of services. We are entitled to accept an offer submitted by the customer by written order confirmation within fifteen working days of receipt of the offer. If the contract is concluded by providing the service, this must be done within three weeks of receipt of the customer's offer at Manufacturer Sale/Online Shop.

 

4. CONTRACT CONTENT

  • The contractually owed service is determined by the agreement made, in particular the order confirmation.
  • The agreement of a guarantee requires written form (§ 126 BGB) to be effective.
  • Subsequent changes or adjustments to the service owed by Manufacturer Sale/Online Shop are permissible if they are customary in trade or technically necessary and do not unreasonably burden the customer.

 

5. DELIVERY PERIOD; FORCE MAJEURE; PARTIAL DELIVERY

  • Subject to a different agreement in individual cases, delivery times are approximate. The actual delivery date will be announced by Manufacturer Sale/Online Shop with reasonable notice.
  • The start of an agreed delivery period requires the clarification of all technical questions. The delivery time does not begin before the customer has fulfilled his cooperation obligations in this regard.
  • An agreed delivery period does not begin in the event of an agreed prepayment obligation of the customer, such as making an advance payment, before the customer has fulfilled his prepayment obligations.
  • Manufacturer Sale/Online Shop is entitled to plead non-performance of the contract.
  • An agreed delivery period is subject to complete and timely delivery by our contractual partners (self-delivery reservation).
  • The delivery period shall be extended appropriately in the event of force majeure, taking into account the duration of the impediment and a reasonable start-up period. Cases of force majeure also include unforeseeable energy and raw material shortages, strikes, lockouts, official measures, terrorist attacks and war at the time of conclusion of the contract. Manufacturer Sale/Online Shop will inform the customer immediately about the existence of force majeure and the probable end of this circumstance. If the state of force majeure continues for more than three months without interruption or if the delivery date is extended by more than four months due to several circumstances of force majeure, both the customer and Manufacturer Sale/Online Shop are entitled to withdraw from the contract. In the event of force majeure, the assertion of claims for damages and other claims is excluded. The obligation to provide consideration ceases, advance payments already made will be refunded. The provisions of this paragraph apply accordingly if the circumstances occur with a sub-supplier and affect the delivery to Manufacturer Sale/Online Shop.
  • We are entitled to make partial deliveries, provided this is not unreasonable for the customer. A partial delivery is not unreasonable in particular if the partial delivery is usable for the customer as intended, the delivery of the remaining ordered goods is ensured and the customer does not incur significant additional expenses or costs due to the partial delivery.
  • Claims for damages due to non-compliance with the delivery period are governed by point 11.

 

6. PASSAGE OF RISK

  • The risk of accidental loss passes to the customer, his carrier or a third party designated by him upon handover.
  • If the customer does not accept the goods declared ready for delivery at the time of delivery (point 5), the risk of accidental loss passes to the customer at the time of delivery.

 

7. DEFAULT OF ACCEPTANCE; DELAY DAMAGE

  • If the customer does not accept the goods in due time (6.) or otherwise falls into default of acceptance, he owes Manufacturer Sale/Online Shop an amount of 0.5% of the order value or the value of the partial delivery for each commenced week, but not exceeding 5% of the order value or the value of the partial delivery in total.
  • The customer reserves the right to prove a lower damage, Manufacturer Sale/Online Shop the right to prove a higher damage.

 

8. PRICES; PAYMENT TERMS; PRICE ADJUSTMENT

  • All prices are net prices and do not include the applicable statutory value-added tax.
  • All other incidental costs, in particular for payment processing, transport, import and export duties, fees, etc., shall be borne by the customer.
  • The deduction of a discount requires a separate agreement in each individual case.
  • Payments are due within 14 days from the invoice date, unless otherwise agreed. Payments are to be made at the registered office of Manufacturer Sale/Online Shop in Haigerloch, Germany. Costs and risk of payment are borne by the customer.
  • If more than twenty-two weeks lie between the conclusion of the contract and the passing of risk, and we have not culpably caused the exceeding of this period, we are entitled to increase the price according to the additional production costs incurred by us, in particular due to increased raw material prices. 9.

 

COMPLAINT OF DEFECTS

  • The customer is obligated to inspect the services rendered for freedom from defects within ten working days of the transfer of risk and to report any defects discovered.
  • If a defect appears that was not recognizable during the inspection according to paragraph 1, it must be reported within three working days of actual discovery.
  • Any discovered defects must be reported to us in text form. The complaint must contain a detailed description from which the presumed causes and effects are evident. Upon request, suitable documentation material, in particular photographs, must be provided to us.
  • If the customer fails to comply with his inspection and complaint obligations, the service shall be deemed approved and he shall not be entitled to warranty rights. This does not apply if we fraudulently concealed the defect.
  • The customer is obliged to bear the costs of Manufacturer Sale/Online Shop associated with the unjustified complaint of defects.
  • The deadlines in paragraphs 1 and 2 begin, if documentation by Manufacturer Sale/Online Shop is owed, only when the customer has received the documentation.

 

10. WARRANTY

  • Manufacturer Sale/Online Shop shall provide subsequent performance by rectification (repair) or redelivery (delivery of a defect-free item). The choice of the type of subsequent performance lies with Manufacturer Sale/Online Shop.
  • Manufacturer Sale/Online Shop is entitled to carry out the subsequent performance within a reasonable period.
  • Expenses for subsequent performance shall be borne by Manufacturer Sale/Online Shop insofar as they are expedient and necessary. Manufacturer Sale/Online Shop shall not bear additional expenses for subsequent performance arising from the goods being transported to a location other than the original place of use.
  • The right of Manufacturer Sale/Online Shop to refuse subsequent performance in whole or in part if the legal requirements are met remains unaffected.
  • Parts replaced within the scope of subsequent performance shall become the property of Manufacturer Sale/Online Shop and must be returned.
  • Warranty claims due to defects resulting from improper handling by the customer or disregard of the instructions for use are excluded.
  • Warranty claims due to defects - with the exception of claims for damages - shall expire within twelve months from the transfer of risk. This does not apply to fraudulently concealed defects or unrecognized defects (point 9, paragraph 2).
  • For the assertion of claims for damages, point 11 also applies.

 

11. LIABILITY

  • Manufacturer Sale/Online Shop is liable according to the statutory provisions in the event of culpable breach of duty for all damages resulting from injury to life, limb or health.
  • Manufacturer Sale/Online Shop is liable according to the statutory provisions in the event of a culpable breach of essential contractual obligations. However, liability is limited to foreseeable, typical damage if Manufacturer Sale/Online Shop does not breach essential contractual obligations intentionally or through gross negligence. Essential contractual obligations are those that are absolutely necessary to achieve the purpose associated with the contract and on whose compliance the customer may rely.
  • Manufacturer Sale/Online Shop is liable for grossly negligent and intentional breaches of non-essential contractual obligations.
  • Manufacturer Sale/Online Shop is liable in accordance with the provisions of the applicable Product Liability Act.
  • In the event of an agreed contractual guarantee, Manufacturer Sale/Online Shop is liable in accordance with the guarantee declaration.
  • Otherwise, liability is excluded.

 

12. SUPPORT IN PRODUCT LIABILITY CASES

  • The customer shall not alter products with regard to safety-related aspects. In particular, he shall not alter or remove existing warnings about hazards in case of improper use. In case of violation of this duty, the customer shall indemnify Manufacturer Sale/Online Shop internally from product liability claims of third parties, unless the customer is not responsible for the error triggering the liability.
  • If Manufacturer Sale/Online Shop is obligated to initiate measures, in particular product warnings or product recalls, the customer shall support Manufacturer Sale/Online Shop to the best of his ability.
  • The customer shall inform Manufacturer Sale/Online Shop immediately in writing of any risks that come to his knowledge.

 

13. SET-OFF, RIGHT OF RETENTION

  • The customer's set-off is only permissible with undisputed or legally established claims.
  • Paragraph 1 applies accordingly to the exercise of a right of retention.
  • Paragraphs 1 and 2 do not apply if the customer would thereby be denied the assertion of a claim that is closely synallagmatically linked to the claim asserted by Manufacturer Sale/Online Shop.

 

14. RETENTION OF TITLE

  • Goods delivered by us remain our property until full payment of all claims arising from the business relationship (reserved goods). The customer is entitled to dispose of the reserved goods in the ordinary course of business. In the case of a current account, the reserved ownership serves as security for the balance claim resulting in favor of Manufacturer Sale/Online Shop.
  • The customer is obligated to sufficiently insure the reserved goods at his own expense against fire, water and theft.
  • The processing or transformation of the reserved goods by the customer is always carried out for Manufacturer Sale/Online Shop. If reserved goods are processed with other items not belonging to Manufacturer Sale/Online Shop to form a new item, Manufacturer Sale/Online Shop acquires co-ownership of the new item. The co-ownership share is determined by the value of the reserved goods in relation to the value of the other processed or transformed items at the time of processing or transformation.
  • If the customer combines or mixes the reserved goods into a single item and one of the other items is to be regarded as the main item, Manufacturer Sale/Online Shop is entitled to a proportionate share of ownership of the resulting item. The co-ownership share is determined by the value of the reserved goods in relation to the value of the other combined or mixed items at the time of combination or mixing. The customer hereby assigns this co-ownership to Manufacturer Sale/Online Shop, whereby Manufacturer Sale/Online Shop accepts the assignment now.
  • The customer hereby assigns to Herstellerverkauf/Onlineshop, as security, all claims against third parties arising from the resale of the reserved goods, including all ancillary rights. Herstellerverkauf/Onlineshop accepts this assignment. The customer undertakes to reserve title to the goods vis-à-vis its buyers until full payment of the purchase price. Herstellerverkauf/Onlineshop is authorized to collect the resulting purchase price claims on behalf of Herstellerverkauf/Onlineshop until revocation or until payment to Herstellerverkauf/Onlineshop ceases. The customer is not authorized to assign this claim. Herstellerverkauf/Onlineshop will only revoke the collection authorization if the customer is in default of payment or if an application is made to open insolvency proceedings over the customer's assets. In the event of revocation of the collection authorization, the customer must provide Herstellerverkauf/Onlineshop with the information necessary for collecting the claim, including the corresponding delivery contracts with its buyers, invoices, and an overview of payments made by the buyers to the customer.
  • The customer must immediately inform Herstellerverkauf/Onlineshop in text form of any third-party access to goods owned by Herstellerverkauf/Onlineshop, in particular enforcement measures against the reserved goods and claims of Herstellerverkauf/Onlineshop, and provide the necessary information and documents for defense.
  • If the realizable value of the security rights to which Herstellerverkauf/Onlineshop is entitled exceeds all claims against the customer not yet paid to Herstellerverkauf/Onlineshop by more than ten percent, Herstellerverkauf/Onlineshop is obliged, at the customer's request, to release the security rights. Herstellerverkauf/Onlineshop is entitled to choose which security rights to release.

 

15. APPLICABLE LAW

  • The exclusive place of jurisdiction is the court responsible for the registered office of Herstellerverkauf/Onlineshop in Calw, Germany. • Herstellerverkauf/Onlineshop is also entitled to sue the customer at their general place of jurisdiction.
  • The law of the Federal Republic of Germany applies.

 

16. RIGHTS OF USE

  • Herstellerverkauf/Onlineshop grants the customer a simple right of use for copyrights, industrial property rights, and know-how to the extent necessary for contractual use. The customer is prohibited from copying to other machines, systems, and data processing units not mentioned in the contract.
  • Any further use is only permitted to the customer with the prior written consent of Herstellerverkauf/Onlineshop.

 

17. WRITTEN FORM

  • • All amendments and additions to these GTC, as well as the waiver of their validity, must be in writing in accordance with Section 126 BGB (German Civil Code). This also applies with regard to a possible waiver of the written form requirement.
  • Should one or more provisions of these GTC or parts of a provision be ineffective, this ineffectiveness shall not affect the effectiveness of the remaining provisions or of the contract as a whole.
  • The parties undertake to agree by mutual consent on an effective provision in place of the ineffective provision that comes closest to the ineffective provision in economic terms.