General terms and conditions
1. General Provisions
1.1 (hereinafter referred to as “Customer”) All current and future deliveries and services to the contractors of the supplier made on the basis of these general sales, delivery and payment. Conditions deviating from these provisions, in particular Terms and conditions of the customer do not apply, even if contradicted not separately by the supplier of their application in individual cases or if the contractually agreed service is provided without reservation in the knowledge of conflicting or differing terms of the customer.
1.2 All contracts for goods and services and any supplements or other agreements and arrangements shall be legally confirmed in writing by the supplier.
1.3 Information and descriptions of the supplier to the object of delivery or performance (eg. As material quality and quality, weight, dimensions, utility values, load capacity, tolerances and technical data) are only approximate. To order approving drawings of the supplier comply with the relevant at the time of the order confirmation of the supplier DIN standards. Statements, performance information, representation or advice are only binding for the supplier, if confirmed by him in writing. Technical changes and differences of dimensions, weight and quality are permissible according to DIN or applicable practice.
1.4 At cost estimates, drawings and other documents are reserved by the supplier of ownership and copyright; Third, they may not be made accessible and on request, or if the order has not been issued to the supplier immediately returned.
2.1 Prices are exclusive of VAT. The VAT will be shown at the statutory rate on the date of the invoice in the invoice separately.
2.2 Prices are ex works without installation and without packaging. They apply only to the individual order. Packing and loading and transport costs will be borne by the customer.
2.3 If between ordering and delivery are more than three months and changes in the basis of calculation result at this time due to higher wage and material costs or other circumstances, particular for technical reasons spreadsheet changes, the supplier is entitled to the contract price in proportion to the occurred change and to increase the calculation base. This also applies to call orders.
3. Deliveries and delivery times
3.1 The supplier is in divisible deliveries
entitled to partial deliveries.
3.2 Deadlines for deliveries and services are only binding if they are confirmed by the supplier expressly binding.
3.3 The agreed delivery dates are subject to the timely clarification of all details of the order and timely fulfillment of all obligations of the Purchaser.
3.4 The customer can only set a grace period for delivery, if the agreed delivery date is exceeded more than two weeks. This period must be reasonable and be at least three weeks. After expiry of the grace period, the customer may withdraw from the contract.
Further rights, especially claims for damages, are the buyer only if intent or gross negligence of the supplier.
3.5 If complicate the Purchaser to circumstances beyond the execution of accepted orders, delay or make impossible, the supplier is entitled to delivery or outstanding delivery or partial delivery by the duration of the impediment or wholly or partially withdraw from the contract without the purchaser entitled to damages.
Not responsible for the supplier is, for example, official interventions, operational disturbances, strikes, lockouts, caused by political or economic conditions labor disturbances, lack of necessary raw materials and utilities, power supply problems, transport delays due to traffic congestion or unavoidable events that the supplier, his subcontractors or foreign companies of which the maintenance of the holding itself depends occur. The foregoing shall also apply if these events occur at a time when the supplier is in default.
3.6 If not, after expiry of the delivery period of the contract, or parts thereof by the customer or may not be delivered due to the fault of the customer, the supplier is authorized to set a two-week extension and request to expire without damages and / or from the unfulfilled part of the rescind the contract.
3.7 If, after conclusion of the contract evidence that the performance of the customer is at risk, such as late payments and adjustment, an application to open insolvency proceedings, collateral assignment of current assets, unfavorable information by bank or banks or credit insurers, the supplier is entitled its performance refuse and, after an unsuccessful deadline for the provision of collateral in the form of absolute bank guarantees or bank guarantees or advance to rescind the contract and / or claim damages. A deadline does not apply if the threat said power capability of the customer is obvious.
4. Dispatch and transfer of risk
4.1 The dispatch of the delivery is done by the supplier at the factory to the customer’s risk, even if the freight and other costs shall be borne by the supplier. The delivery is insured by the Supplier against transport damage only on specific written instructions and at the expense of the customer. If the delivery is insured against damage, the Purchaser shall inform the Supplier of damage during transport without delay and to cause the carrier to the statement of facts.
4.2 If collection has been agreed and not done this within eight days after the agreed date, the shipment will be executed by the supplier by means of a low deems delivery to the customer’s account.
4.3 If the loading or transport of the delivered goods from a reason for which the customer is responsible, delayed, the supplier is entitled at the expense and risk of the purchaser to store the delivery at its absolute discretion to take all to maintain the delivery deems appropriate measures and to make the delivery as delivered bill. The same is true when notified to be ready delivery is not retrieved within eight days. The legal provisions on default of acceptance remain unaffected.
5. Retention of Title
5.1 The delivery remains until the complete payment of all claims, including future claims which the supplier against the customer, the supplier’s property. This also applies to payments especially designated claims up to compensate for any overdraft.
5.2 The supplier is entitled to demand the deliveries under retention of title by the customer out even without the contract.
5.3 occurred under retention deliveries are properly at the expense of the customer and separately from other supplies store to mark the Supplier’s request out particularly and insured against damage, destruction and loss. The appropriate conclusion of this insurance is to prove to the supplier by the purchaser. The customer assigns its rights from the insurance contracts incorporated in advance to the value of the reserved property to the supplier and agrees to the payment to the supplier. The supplier is entitled to take back the reserved property and to let, if necessary, enter the plant and the customer’s premises by commissioned by the supplier to third parties.
5.4 The customer is always revocable and as long as he agreed to meet its obligations to the supplier, the right to sell the subject property in the ordinary course of business. In this case or upon delivery of the reserved property to a third party, irrespective of their value or state, or when installing the purchaser hereby assigns to the complete eradication of the supplier’s claims from these transactions which may result from the sale, delivery or installation against his clients with all ancillary rights including possibly resulting therefrom it claims for damages in amount of the invoice value of the supplies to the supplier.
5.5 is worked or processed, the reservation property or mixed or transformed, the working or processing, or mixing or transformation for the supplier, however, carried out without notice. In all these cases, the supplier shall have the ownership of the new item proportional to the value of the conditional ownership of the supplier of the new items at the time of processing or mixing.
5.6 In the event of a transfer prohibition on resale, in installation or in case of default the buyer is obliged to give the advance assignment his third buyer. If the reserved goods delivered by the supplier are sold together with other goods to a third party that is part of the total price claim against the supplier is assigned, corresponding to the value calculated by the supplier delivery. If payment of the buyer, the supplier is entitled to collect the assigned claim by the third party debtor directly.
5.7 to extraordinary dispositions such pledge, assignment and transfer of ownership of the conditional ownership of the purchaser is not entitled. The purchaser is obliged to inform the supplier immediately if accesses are third parties to the under retention of title of the supplier and receivables, such as seizures or other impairments of property of the supplier.
5.8 of the value of the given the supplier full backup of the business relationship with the customer exceeds the claims of the supplier by more than 20%, the supplier is obligated to the buyer’s request for retransmission. The selection of rückzuübertragenden collateral is performed by the supplier.
are 6.1 invoices, unless otherwise agreed to pay the agreed currency within 30 days from the invoice date without deduction.
6.2 Payments are only effected when the supplier may finally dispose of the amount. Bills and check payments are accepted only by special arrangement. Discount and bill charges shall in any case be borne by the purchaser.
6.3 Incoming payments are used discretion of the supplier to compensate the oldest or the least secured debt plus accrued default interest.
6.4 In case of default by the supplier is entitled to charge the statutory default interest according to § 288 BGB and to demand advance payment of the purchase price or safety. Granted payment will cease to apply and outstanding accounts will be due for immediate payment if the opening of insolvency proceedings over the assets of the customer is requested, if the customer does not meet without providing a justifiable reason fundamental obligations due towards the supplier or third parties or when the customer has provided inaccurate information regarding his creditworthiness.
6.5 Offsetting counterclaims is only permissible if it is legally established or recognized by the supplier counterclaims. The same applies to the assertion of retention of those mentioned in the invoices of the supplier amounts.
7. Liability for material defects
7.1 The amount owed by the Supplier agreed quality of delivery results exclusively from the contractual agreements with the purchaser and not for any other commercial statements, prospectuses, consultations and the like.
7.2 The customer has to check whether the delivery of the contractual nature and for the intended use is appropriate. This test is omitted or visible defects are displayed to the supplier does not immediately give notice of defects within the investigation and requirement under § 377, the delivery shall respect of such shortcomings as approved. Not immediately recognizable defects shall be deemed approved if they appear the Supplier immediately after discovery.
7.3 The liability for defects does not apply if the customer does not give the opportunity to the supplier, to visit the disputed contract and to check if the delivery by the customer not stored properly used or installed or connected to unsuitable, especially coming from the supplier part or in such is incorporated. The liability for defects is also excluded in the presence of natural wear, in case of improper action on the delivery by the customer or third parties, as well as damages in connection with repairs or other work by third parties.
7.4 duly raised and proven Complaints is the supplier meet at his discretion under due consideration of the interests of the customer by repair or replacement. Several attempts at repair or replacement are allowed. The supplier does not comply with these obligations or not according to contract within a reasonable time after, the customer may demand a price reduction or withdraw from the contract. Further claims against the supplier, irrespective of the legal basis, are limited to the net present value of the contract, unless the supplier has gross negligence or it enters a personal injury.
7.5 The supplier does one year from delivery guarantee for perfect material and professional production unless it is a compelling longer statutory period for warranty claims.
8. Compensation, Liability
8.1 Any further damage claims than those mentioned above under paragraph 7, for whatever legal reasons, are excluded. This applies in particular to claims for damages from delay, impossibility of performance, from culpable breach of contractual obligations, culpa in contract and tort. The supplier is therefore not liable for damages that have not occurred to the delivery itself. In particular, the supplier is not liable for lost profits or other financial damages of the customer.
8.2 The above limitation shall not apply unless liability is eg under the Product Liability Act, in cases of willful misconduct, gross negligence, injury to life, limb or health, and because of breach of contract. The claim for damages for breach of contract is limited to the typical, foreseeable damage if there is no willful misconduct or gross negligence or mandatory liability for injury to life, limb or health.
8.3 If the supplier’s liability is excluded or limited under the above provisions, this also applies to the personal liability of salaried workers, employees and agents of the supplier. A change in the proof to the disadvantage of the customer is not connected to the above rules.
8.4 extent that the Purchaser this scheme in paragraph 8 damages claims, expire upon expiration of the applicable for the defects liability limitation in accordance with paragraph 7.5 in 12 months. Claims for damages under the Product Liability Act, the statutory limitations apply.
9. Off, Assignment
9.1 The off claims to the supplier is not permitted with the exception of undisputed or established claims. Inadmissible is also the right of retention, which does not result from the same contractual relationship.
9.2 The assignment of the customer to the supplier rightful claims to third parties.
10. Performance, Jurisdiction
10.1 For all rights and obligations arising under the contract made with the customer business, it is agreed for both parties as a performance for the delivery of the seat of the delivering plant and for payment Bamberg. The law of the Federal Republic of Germany, excluding the UN sales law.
10.2 Jurisdiction for any disputes arising from the business relationship between buyer and supplier is Bamberg or the supplier’s choice of jurisdiction at the Purchaser. The statutory provisions regarding exclusive jurisdiction remain unaffected.
11. Sever ability
Should any legal effect of the above conditions or, the validity of the other provisions and of the remaining provisions shall not be affected. About becoming ineffective provisions will be replaced by new provisions that have the same economic success as a goal. When provisions have not become part of the contract, the content of the contract will be the extent of the statutory provisions.
TSK Bad Kissingen GmbH & Co. KG
District Court Bamberg HRA 10530
Tax no. 25917850308
As of January 2014