Sales, delivery and payment terms
For use opposite:
- a person who, when concluding the contract, is exercising their com-mercial or independent professional activity (entrepreneur);
- Legal entity under public law or a special fund under public law.
- All deliveries and services are based on these conditions as well as any separate contractual agreements. Deviating purchasing conditions of the customer do not become part of the contract, even if the order is ac-cepted. In the absence of a special agreement, a contract is concluded with the supplier‘s written order confirmation.
- The supplier reserves the right of ownership and copyrights to samples, cost estimates, drawings and similar information of a tangible and intangible nature, including in electronic form; they must not be made accessible to third parties. The supplier undertakes to make information and documents designated as confidential by the customer available to third parties only with the customer‘s written consent.
2. Price and payment
- Unless otherwise agreed, the prices apply ex works including loading in the works, but excluding packaging and unloading. Value added tax at the respective statutory rate is added to the prices.
- For orders with a purchase value of less than € 100.00, the supplier charges a minimum quantity surcharge of € 10.00.
- The invoices are payable in €: within 8 days of the invoice date with a 2% discount or within 30 days strictly net.
- The customer is only entitled to withhold payments or to offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established.
- In the event of default in payment, the supplier is entitled to charge default interest at a rate of 8% above the base rate. Further deliveries are then made in advance.
3. Agreements between the contracting parties
- The delivery time results from the agreements of the contracting parties. Compliance with them by us as the supplier presupposes that all commercial and technical questions between the contracting parties have been clarified and that the customer has fulfilled all obligations incumbent on him, such as providing the necessary official certificates or permits or making a down payment. If this is not the case, the delivery time will be extended accordingly. This does not apply if we as the supplier are responsible for the delay.
- If there are open invoice amounts that are unjustifiably withheld by the customer, the supplier is not obliged to make any further delivery until these open invoice amounts have been paid by the customer or security has been provided.
- Compliance with the delivery period is subject to correct and timely delivery to us. The supplier will notify us as soon as possible of any emerging delays.
- The delivery period is met if the delivery item has left the supplier‘s works by the time it expires or if readiness for dispatch has been reported. As far as an acceptance has to take place - except in the case of a justified refusal of acceptance - the acceptance date is decisive, alternatively the notification of readiness for acceptance.
- If the non-compliance with the delivery time is due to force majeure, labor disputes or other events that are beyond the control of the supplier, the delivery time is extended appropriately. The supplier will inform the customer of the beginning and the end of such circumstances as soon as possible.
- If dispatch is delayed at the request of the customer, the supplier is entitled to otherwise dispose of the delivery item after a reasonable period and to deliver to the customer with a correspondingly appropriate, extended period. If the customer does not accept the delivery item on the day of notification of readiness for dispatch or acceptance, the supplier can calculate the costs incurred as a result of the delay.
- The customer can withdraw from the contract without setting a deadline if the entire service is finally impossible for the supplier before the transfer of risk. In addition, the customer can withdraw from the contract if it is impossible to carry out part of the delivery of an order and if he has a legitimate interest in rejecting the partial delivery. If this is not the case, the customer must pay the contract price applicable to the partial delivery. The same applies if the supplier is unable to do so. Otherwise, Section IX.2 applies. If the impossibility or inability occurs during the delay in acceptance or if the customer is solely or predominantly responsible for these circumstances, he remains obliged to provide consideration.
- If the supplier is in default and the customer suffers damage as a result, he is entitled to demand lump-sum compensation for the delay. It amounts to 0.5% for each full week of the delay, but in total a maximum of 5% of the value of that part of the total delivery that cannot be used on time or in accordance with the contract as a result of the delay. If the customer sets the supplier a reasonable deadline for performance after the due date - taking into account the statutory exceptional cases - and the deadline is not met, the customer is entitled to withdraw from the contract within the framework of the statutory provisions. At the request of the supplier, he undertakes to declare within a reasonable period whether he is making use of his right of withdrawal. Further claims from delay in delivery are exclusively determined in accordance with Section IX. 2. of these terms and conditions.
4. Transfer of risk, acceptance
- The risk passes to the purchaser when the delivery item has left the factory, even if partial deliveries are made or the supplier also provides other services, e.g. B. has taken over the shipping costs or delivery and installation. If an acceptance has to take place, this is decisive for the transfer of risk; it must be carried out immediately on the acceptance date, alternatively after the supplier has reported that the goods are ready for acceptance. The customer may not refuse acceptance in the event of a minor defect.
- If the dispatch or acceptance is delayed or does not take place due to circumstances that are not attributable to the supplier, the risk shall pass to the purchaser on the day of notification of readiness for dispatch or acceptance. The supplier undertakes to take out the insurance requested by the purchaser at the purchaser‘s expense.
- Partial deliveries are permitted, provided that this is reasonable for the customer.
- Insofar as the distributor is obliged to take back the transport packaging according to the packaging ordinance of August 21, 1998, the customer bears the costs for the return transport and the recycling of the packaging used.
6. Retention of title
- The supplier retains ownership of the delivery item until all payments have been received - including any additional ancillary services owed under the delivery contract.
- The customer may neither sell, pledge nor assign the delivery item as security. In the event of seizure, confiscation or other dispositions by third parties, he must notify the supplier immediately.
- In the event of breach of contract by the purchaser, in particular in the event of default in payment, the supplier is entitled to take back the delivery item after a reminder and the purchaser is obliged to surrender it.
- Due to the retention of title, the supplier can only demand the return of the delivery item if he has withdrawn from the contract.
- The application to open insolvency proceedings entitles the supplier to withdraw from the contract.
7. Claims for defects
The supplier pays for material and legal defects in the delivery to the exclusion of further claims – subject to Section IX. – Guarantee as follows:
- In the event of transport damage, the recipient of the goods is obliged to report this damage to the carrier and to include it in the consignment note.
- All those parts are to be repaired or replaced free of charge at the option of the supplier, which turn out to be defective as a result of a circumstance prior to the transfer of risk. The supplier must be informed immediately in writing of the discovery of such defects. Replaced parts become the property of the Supplier.
- In order to carry out all repairs and replacement deliveries that appear necessary to the supplier, the customer has to give the necessary time and opportunity after consulting the supplier; otherwise the supplier is released from liability for the resulting consequences. Only in urgent cases of endangering operational safety or to prevent disproportionately large damage, whereby the supplier must be informed immediately, does the customer have the right to remedy the defect to have it removed itself or by a third party and to demand reimbursement of the necessary expenses from the supplier.
- Of the direct costs arising from the repair or replacement delivery, the supplier bears the costs of the replacement part, including shipping, if the complaint proves to be justified. He also bears the costs of dismantling and installation as well as the costs of any necessary provision of the necessary fitters and assistants, including travel costs, provided that 158 All products can also be found in our online store at www.hokubema.com this does not result in any disproportionate burdens on the supplier.
- The purchaser has the right to withdraw from the contract within the framework of the statutory provisions if the supplier - taking into account the statutory exceptional cases - allows a reasonable deadline set for the repair or replacement delivery due to a material defect to elapse without result. If there is only an insignificant defect, the customer only has the right to reduce the contract price. The right to reduce the contract price is otherwise excluded. Further claims are based exclusively on Section IX.2. of these conditions.
- In particular, no liability is assumed in the following cases: Unsuitable or improper use, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent treatment, improper maintenance, unsuitable operating resources, defective construction work, unsuitable subsoil, chemical, electrochemical or electrical influences, unless the supplier is responsible for them.
- If the purchaser or a third party makes improper improvements, the supplier is not liable for the resulting consequences. The same applies to changes to the delivery item made without the prior consent of the supplier.
- If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, the supplier shall, at his own expense, generally provide the purchaser with the right to further use or modify the delivery item for the purchaser in a reasonable manner in such a way that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period, the customer is entitled to withdraw from the contract. Under the conditions mentioned, the supplier is also entitled to withdraw from the contract. In addition, the supplier will indemnify the customer from undisputed or legally established claims of the property rights holder concerned.
- The in Section VIII.8. The obligations of the supplier mentioned are subject to Section IX. 2. Concluding in the event of property rights or copyright infringement. They only exist when
- the customer informs the supplier immediately of any alleged violations of property rights or copyrights,
- the customer supports the supplier to a reasonable extent in defending against the asserted claims or supports the supplier in carrying out the modification measures in accordance with Section VIII.8. enables,
- all defensive measures, including out-of-court settlements, are available to the supplier,
- the legal deficiency is not based on an instruction from the customer and
- the infringement was not caused by the fact that the customer changed the delivery item without authorization or used it in a manner that was not in accordance with the contract.
8. Liability, Disclaimer
- If the delivery item is not used by the customer in accordance with the contract due to the fault of the supplier as a result of neglect or incorrect execution, suggestions and advice that took place before or after the conclusion of the contract, or due to the culpable breach of other contractual secondary obligations - in particular instructions for the operation and maintenance of the delivery item The provisions of Sections VIII. and IX.2 apply to the exclusion of further claims by the customer. corresponding.
- The supplier is only liable for damage that has not occurred to the delivery item itself - for whatever legal reasons
- in case of intent,
- in the event of gross negligence on the part of the owner / the executive bodies or executive employees,
- in the event of culpable harm to life, body or health,
- in the case of defects that he fraudulently concealed
- or as part of a guarantee,
- in the event of defects in the delivery item, insofar as there is liability under the Product Liability Act for personal injury or property damage to privately used items. In the event of culpable breach of essential contractual obligations, the supplier is liable, even in the case of gross negligence on the part of non-executive employees and in the case of slight negligence, in the latter case limited to the reasonably foreseeable damage typical of the contract. Further claims are excluded.
9. Statute of Limitations
- All claims of the customer - for whatever legal reasons - become statutebarred after 12 months. For claims for damages according to Section IX2. a - f, the statutory deadlines apply. They also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused its defectiveness.
10. Use of software
- 10. Use of software If software is included in the scope of delivery, the customer is granted a non-exclusive right to use the software supplied including its documentation. It is made available for use on the delivery item intended for it. Use of the software on more than one system is prohibited. The customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§§ 69 a ff. UrhG). The customer undertakes not to remove manufacturer information, in particular copyright notices, or to change it without the prior express consent of the supplier. All other rights to the software and the documentation including copies remain with the supplier or the software supplier. The granting of sub-licenses is not permitted.
11. Data protection
- In accordance with the provisions of the GDPR and the BDSG, the data arising from our contractual relationship are stored and / or transmitted. You have the right to information, data portability, objection, correction and deletion as far as no legal provisions prevent this.
- You can contact our data protection officer at datenschutz@datenschutz- zoellner.de. You also have the right to lodge a complaint with the supervisory authority. In addition, our data protection notices apply, which you can access at www.beck- maschinenbau.com/datenschutz.
12. Applicable law, place of jurisdiction
- For all legal relationships between the supplier and the customer, the law of the Federal Republic of Germany applicable to the legal relationships between domestic parties shall apply exclusively.
- The place of jurisdiction is the court responsible for the registered office of the supplier. However, the supplier is entitled to take legal action at the headquarters of the customer.
Our terms of sale, delivery and payment – as of 11/2018 – are based on the VDMA conditions for the delivery of machines for domestic business and have been supplemented by further additions. With the appearance of these terms and conditions, all previously published editions lose their validity.