I. General - Scope of application
1. Our sales conditions exclusively apply; we do not accept contrary conditions or customer conditions deviating from our sales conditions, unless we expressly consented to their validity in writing. Our sales conditions also apply if we carry out the delivery to the customer unconditionally, when aware of contrary conditions or conditions of the customer deviating from our sales conditions.
2. All agreements made between us and the customer for the purpose of performance of this contract, are recorded in writing in this contract.
3. Our sales and delivery conditions also apply to all future transactions with the customer.
4. We are authorized to assign the claims from our business relationship.
II. Offers and closings
1. Our offers are non-binding. Contract conclusions and other agreements only become binding with our written confirmation.
2. We retain the property rights and copyright to pictures, drawings, calculations and other documents. This also applies to such written documents that are described as “confidential”. Before forwarding to third parties, the customer requires our express written consent.
1. We reserve the right to change our prices accordingly, if changes occur after conclusion of the contract, which could not be influenced by us, such as material price increases by the relevant supplying plant, additional fees, public charges, taxes or freight charges. We will prove the change to the customer on request.
2. The regulation in No. 1 does not apply, if we have expressly agreed a fixed price in the column provided in the order confirmation.
3. The legal VAT is not included in our prices; it will be shown separately in the invoice, at the legal rate on the day of invoicing.
4. The deduction of a cash discount requires special written agreement.
5. Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. The legal regulations regarding the consequences of payment arrears apply.
6. The customer is only entitled to an offset right, if his counter claims are legally determined, undisputed or recognised by us. In addition, he is authorised to exercise a right of retention, if his counter claim is based on the same legal relationship.
IV. Delivery period
1. The start of the delivery period by us requires prior clarification of all technical issues.
2. The adherence to our delivery obligations further requires the on-time and proper fulfilment of the obligation of the customer. We reserve the right to assert non-fulfilment of contract.
3. If the customer is in default of acceptance or culpably violates other cooperation obligations, then we are authorised to demand the compensation of damages incurred in this way, including any extra expenses. Further claims remain reserved.
4. If the conditions of sect. 4 no. 3 apply, the risk of the accidental destruction or degradation of the sold item passes to the customer, at the point that they end up in default of acceptance or debtor’s default.
5. We are liable in accordance with the legal provisions, if the underlying purchase contract is a fixed date transaction in the sense of sect. 286 II 4 BGB [German Civil Code] or sect. 376 HGB [German Commercial Code]. We are also liable in accordance with the legal provisions, if the customer is authorized to assert that his interest in the further contractual performance has ended, as a result of a delivery delay which we must take responsibility for.
6. Furthermore, we are liable in accordance with the legal provisions, if the delivery delay is due to an intentional or grossly negligent contractual violation by us; the fault of our representatives or agents should be attributed to us. If the delivery delay is based on intentional contractual infringement to be borne by us, our liability for compensation is restricted to a predictable, typically occurring compensation.
7. We are also liable in accordance with the legal provisions,
if the delivery delay within our responsibility is due to a culpable violation of an important contractual obligation. In this case however, the liability for compensation is limited to the foreseeable, typically occurring damages.
V. Passing of risk – packaging costs
1. Unless otherwise stated in the order confirmation, delivery “ex works or warehouse” is agreed.
2. If the customer wishes, we will cover the delivery with transport insurance. The costs incurred by this will be borne by the customer.
VI. Special payment conditions
1. We are authorized to assign the claims from our business relationship.
VII. Ensuring reservation of ownership
1. We reserve the right to ownership of the sold product until receipt of all payments from the business relationship with the customer.
2. Withdrawal from the contract is not required to enforce the reservation of ownership.
3. The customer is obliged to treat the purchased product carefully, and insure it sufficiently against fire, water and theft damages up to the new value, at their own cost. If maintenance and inspection work is required, the customer must carry this out at their own cost.
4. In the case of distraints or other interventions by third parties, the customer must inform us in writing immediately, so that we can file a suit in accordance with sect. 771 CCP. As soon as the third party is not in a position to reimburse us for the court and out of court costs of a suit in accordance with sect. 771 CCP, the customer is liable for the deficit incurred by us.
5. The customer is authorised to sell on the purchased product in a proper business transaction. However, he transfers all accounts receivable to us now, to the sum of the final invoice amount including VAT to our claim, which emerge from the resale to his buyer or third party, regardless of whether the purchased product is sold on without or after processing
. The customer retains the power to collect this receivable even after transfer. Our authority to collect the receivable ourselves, remains unaffected by this. However, we are obliged not to collect the receivable, as long as the customer complies with his payment obligations from the revenue received, is not in payment arrears and in particular no application exists to start settlement or insolvency proceedings, or suspension of payment is present. However, if this is the case, then we can demand that the customer makes us aware of the transferred receivables and their debtors, provides all the details required for collection, hands over the accompanying documents and informs the debtors (third parties) about the transfer.
6. The processing or restructuring of the purchased product by the customer is always carried out for us. If the purchased product is processed with other objects that do not belong to us, then we acquire co-ownership of the new product at the ratio of the value of the purchased product
(final invoice amount including VAT) to the other processed objects at the time of processing. For the product emerging from the processing, the same applies as for the purchased product delivered conditionally.
7. If the purchased product is inseparably mixed with other objects that do not belong to us, then we acquire co-ownership of the new product at the ratio of the new value of the purchased product (final invoice amount including VAT) to the other mixed objects at the time of mixing. If the mixing occurs in such a way, that the product of the customer is seen as the main product, then it is agreed that the customer transfers proportionate co-ownership to us. The customer safeguards the sole ownership or co-ownership incurred in this way for us.
8. The customer also transfers the receivables to us, to secure our claim against him, which arise from the connection of the purchased product with a property against a third party.
9. We are obliged to release the securities owed to us, at the request of the customer, when the realisable value of our security exceeds the receivables to be secured by more than 10%; the selection of securities to be released is our responsibility.
VIII. Qualities, dimensions and weight
1. Qualities, dimensions and weights of the materials delivered by us, unless expressly agreed otherwise, are determined in accordance with the German material standard. If no DIN standards exist, commercial practice applies.
2. If material is usually calculated according to trade weights, exclusively the usual trade weights in the steel trade of the Federal Republic apply, to the exclusion of all other regulations.
IX. Acceptance and test confirmation
1. Material is only accepted and/or inspected, if the corresponding material standards provide for an acceptance or inspection, or if this has expressly been agreed.
2. Material for which mandatory acceptance is prescribed, will be tested by the manufacturer, and delivered with a factory approval certificate.
3. Acceptance and inspection occur in the delivery factory, at the cost of the buyer. If the buyer does not carry out the acceptance and/or inspection immediately after notification of readiness for acceptance, we are authorised to send the material without acceptance and/or inspection, and/or store it at the cost and risk of the buyer and invoice it as delivered.
X. Shipping, passing of risk, partial delivery, continual delivery
1. Dispatch route, shipping method, haulier and/or freight forwarder will be specified by us.
2. Products registered as ready for dispatch, according to the contract, must be retrieved immediately. Otherwise, we are authorised to send them at the cost and risk of the buyer at our discretion, or store them as we see fit and invoice immediately.
3. With the transfer of materials to a haulier or freight forwarder, but at the latest on leaving the warehouse or the delivery factory, the risk in all transactions is transferred to the buyer, even that of a distraint of a material. The material will be delivered unpackaged and without rust protection. If usual, we deliver packaged. Packaging, protection and transport means will not be taken back.
4. We are authorised to partial deliveries to a reasonable extent. Over or under deliveries usual in the trade are permitted for the contractual quantities.
5. In the case of contracts with continual delivery, retrievals and type classification for roughly the same monthly quantities should be ordered from us, significant exceedances of the monthly quantities can be rejected by us.
XI. Liability for defects
1. The defect rights of the customer require that their owed obligation to inspect and reprimand properly, in accordance with sect. 377 GCC is complied with properly.
2. If a defect is present in the purchased product, we are authorised to rectify this in the form of rectification of defects or delivery of a new defect free product, as we see fit. In the case of rectification of defects, we are obliged to bear all expenses required for the purposes of rectification of defects, in particular transport, route, work and material costs, as long as these are not increased by the purchase product being sent to another location than the place of fulfilment. In the case of rectification of defects, we only bear the costs up to the amount of the purchase price.
3. If the rectification fails, then the customer is authorised to demand withdrawal or reduction, as they see fit.
4. We are liable in accordance with the legal regulations, if the customer enforces compensation claims, which are based on intent or gross negligence, including the intent or gross negligence of our representatives or agents. If we are not accused of an intentional contract violation, the compensation liability is limited to the foreseeable,
typically occurring damages.
5. We are liable in accordance with the legal specifications, if we culpably violate a significant contractual obligation; in this case however, the liability for compensation is limited to the foreseeable, typically occurring damages.
6. If the customer has a claim for damages instead of performance, our liability is also limited
to the compensation of foreseeable, typically occurring damages within the framework of sect. 11 para 3.
7. Liability due to culpable injury to life, limb or health remains unaffected: this also applies to mandatory liability in accordance with the product liability law.
8. Unless otherwise regulated above, liability is excluded.
9. The statute of limitations for claims for defects is 12 months from passing of risk.
XII. Place of jurisdiction - place of fulfilment
1. If the customer is a merchant, our company headquarters is the place of jurisdiction: however, we are authorised to sue the customer in court at his place of residence.
2. The laws of the Federal Republic of Germany apply. The validity of the UN Sales Convention is excluded.
3. Unless otherwise stated in the order confirmation, our headquarters are the place of fulfilment.
4. If the customer relocates his place of residence or usual abode outside of the Federal Republic of Germany, after contract conclusion, our headquarters are the place of jurisdiction. This also applies if the place of residence or usual abode of the customer is not known at the time that the legal action is brought.
In the case of exceeding the term of payment, interest on arrears of at least 4% above the relevant state central bank discount rate is payable, with an additional 2% processing fee.