GENERAL TERMS AND CONDITIONS
1.1 The following terms and conditions shall apply to all present and future spare part deliveries, provided by our company (‘supplier’) to the buyer. A buyer is any person engaged in professional or independent activities at the time of conclusion of contract (contractor), as well as any legal persons governed by public law or special assets as defined by public law.
1.2 Any different, contradictory or deviating terms and conditions of the buyer shall be deemevvinvalid. The supplier is also not subject to the aforementioned terms and conditions, even in cases where the latter does not expressly repudiate them upon receipt of order.
2. CONCLUSION OF CONTRACT
2.1 The presentation and promotion of goods in the supplier’s online shop does not constitute a binding offer for the conclusion of a sale contract.
2.2 The buyer may select spare parts from the supplier’s product range and accumulate these items in a virtual shopping basket using the ‘Add to basket’ button. If the ‘Buy Now’ button is used, the buyer submits a binding request to purchase the goods and services in the shopping basket. Prior to sending the order, the buyer may view and change data at any time. However, the request may only be submitted and transferred, if the buyer accepts the terms and conditions of this contract by clicking on the ‘Accept General Terms and Conditions’ button, thereby including them in his request.
2.3 The supplier shall automatically send the buyer a confirmation of order receipt via email within 5 days, which contains a copy of the buyer’s order and can be printed out using the ‘Print’ function. An automatic confirmation of receipt simply documents receipt of the buyer’s order by the supplier and does not constitute an acceptance of the order. The contract does not exist until the supplier has sent a notification of acceptance in a separate e-mail (order confirmation).
2.4 The language of the contract is German.
3. PRICES & PAYMENT TERMS
3.1 All prices quoted on the supplier’s website are subject to VAT at the current rate. The supplier shall deliver free of charge within the European Union. For all other countries outside the European Union, shipping costs and customs charges may be incurred. The buyer shall assume these costs.
3.2 The buyer shall be in default of payment, without a reminder, within 14 days after receipt of an invoice. In the event of default, interest shall be charged at a rate of 10% above the respective base rate. We reserve the right to claim further damages in the event of payment arrears.
3.3 The spare part purchased shall be dispatched via parcel shipment. The risk of accidental loss or accidental impairment shall pass to the buyer upon transfer of the spare part for delivery to the carrier, at the latest, however, upon leaving the plant, warehouse or branch. The same consequences arise if the buyer is in default of acceptance.
3.4 The buyer shall only be entitled to offset claims and/or assert a right to retention, if his counter-claim is undisputed or legally established.
4. PERFORMANCE PERIOD AND SHIPPING TERMS
4.1 The buyer shall be responsible for the correct specification and technical description of spare parts. Any instructions or advice from the supplier regarding the suitability of spare parts selected by the buyer are non-binding, as the supplier receives the order without prior inspection of the machine where the spare part is meant to be installed.
4.2 Delivery periods are defined in agreements between the contractual parties. Delivery periods shall only be adhered to by the supplier, if all commercial and technical issues have been clarified by the contractual parties and the buyer has complied with all the obligations incumbent upon him. If this is not the case, the delivery period shall be extended accordingly. This does not apply if the supplier is responsible for the delay.
4.3 If failure to meet the delivery date is due to force majeure, strikes or other events beyond the control of the supplier, the delivery period shall be extended accordingly. The supplier shall immediately notify the buyer of the beginning and end of such circumstances.
5. LIABILITY FOR MATERIAL DEFECTS
5.1 The supplier’s liability for any material defects and defects of title with regard to spare parts shall be governed by statutory provisions, subject to the following regulations, whereby the supplier may be entitled, at his discretion, to supplementary performance by rectifying the defect or delivering spare parts free from defects.
5.2 The supplier shall not be liable in the following cases: Improper or incorrect use, incorrect assembly or fitting or commissioning by the buyer or third parties, normal wear and tear, incorrect or negligent handling, improper maintenance, unsuitable operating equipment, defective construction work, unsuitable support medium, chemical, electro-chemical or electrical influences, unless these are the fault of the supplier. In each case, the buyer shall assume any additional costs thus incurred for the correction of defects.
5.3 If the buyer or a third party carries out repairs incorrectly, the supplier shall not be liable for any consequences thereof. The same applies to any modifications made to spare parts delivered without the consent of the supplier. In each case, the customer shall assume any additional costs thus incurred for the correction of defects caused by modifications or improper repairs.
6. SUPPLEMENTARY PROVISIONS FOR SPARE PARTS (RETENTION OF TITLE)
The supplier shall retain ownership to all spare parts used or delivered until all payments have been received from the respective sales contract. In the event of a breach of contract by the buyer, in particular for payment delay, the supplier shall be entitled to rescind the contract in accordance with legal requirements and request the return of the spare part on account of the retention of title and to withdraw from the contract. An application to open insolvency proceedings shall entitle the supplier to withdraw from the contract and request the immediate return of the spare part. However, the assertion of the retention of title or the seizure of the spare part by the supplier shall not constitute withdrawal from the contract.
7. LIABILITY OF SUPPLIER, DISCLAIMER
9.1 Any claims for damages by the buyer are hereby excluded. Exceptions are claims for damages from the buyer for culpable injury to life, body or health or a material breach of contract (cardinal duties), as well as liability for other damages, which arise from a willful or grossly negligent breach of duty by the supplier, his legal representatives or sub-contractors. Material contractual obligations are duties whose fulfilment is necessary for achieving the purpose of the contract.
9.2 In the event of material breach of contract, the supplier shall only be liable for foreseeable damages typical to the contract, if they were caused by ordinary negligence, unless the claims for damages from the buyer are due to culpable injury to life, body or health.
9.3 The provisions of the Product Liability Act remain unaffected.
10. LIMITATION PERIOD
Any claims from the buyer are subject to a limitation period of 12 months, irrespective of the legal grounds. The limitation period for claims for material defects and defects of title commences from the delivery date. If a final inspection has been agreed, the limitation period commences from this date. For claims for damages in accordance with clause 9.1, statutory periods shall apply.
11. APPLICABLE LAW AND PLACE OF JURISDICTION
11.1 All legal relations between the supplier and buyer shall be governed by the laws of the Federal Republic of Germany. The application of international uniform law and in particular, CISG is hereby excluded.
11.2 The place of jurisdiction is the registered office of the supplier. However, the supplier is also entitled to pursue legal proceedings at the registered office of the buyer.