Werner Maschinenbau GmbH
Am Gasterfelderholz 22
Tel.: (+49) 05692 600 90
Fax: (+49) 05692 600 980
VAT number: DE 276749085
tax number: 02624815661
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General Terms and Conditions of Werner Maschinenbau GmbH
§ 1 SCOPE
(1) These conditions of sale apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of § 310 (1) BGB. Conflicting or differing from our terms and conditions of the customer, we only accept if we expressly agree in writing to the validity.
(2) These terms of sale also apply to all future transactions with the purchaser insofar as these are legal transactions of a similar nature.
§ 2 DOCUMENTED DOCUMENTS
At all in connection with the placing of the order, the customer has been provided with documents, such as Calculations, drawings, etc., we reserve ownership and copyrights. These documents may not be made accessible to third parties, unless we give the orderer our express written consent. As far as we do not accept the offer of the orderer within the term of § 2, these documents are to be returned to us immediately.
§ 3 PRICES AND PAYMENTS
(1) Unless otherwise agreed in writing, our prices ex works are exclusive of packaging and plus value added tax in the respective valid amount. Packaging costs will be charged seperately.
(2) Payment of the purchase price must be made exclusively to the account named overleaf. The deduction of cash discount is only permitted with a written special agreement.
(3) Unless otherwise agreed, the purchase price must be paid within 10 days after delivery. Default interest of 8% above the respective base interest rate p.a. calculated. The assertion of a higher damage caused by default remains reserved.
(4) In the absence of fixed prices, reasonable price changes remain reserved due to changes in labor, material and distribution costs for delivery made 3 months or later after the conclusion of the contract.
§ 4 SETTLEMENT AND RETENTION RIGHTS
The purchaser is entitled to set-off only if his counterclaims are legally established or undisputed. The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 5 DELIVERY TIME
(1) The beginning of the delivery time specified by us requires the timely and proper fulfillment of the customer. The plea of the unfulfilled contract remains reserved.
(2) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred to us, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time when the latter is in default of acceptance or payment.
(3) In the event of a delay in delivery caused by us intentionally or through gross negligence, we shall be liable for any completed week in the context of a flat-rate compensation for default amounting to 3% of the delivery value, but not exceeding 15% of the delivery value.
(4) Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.
§ 6 RISK OF DANGER AT SHIPPING
If the goods are shipped to the customer at the request of the customer, then the risk of accidental loss or accidental deterioration of the goods shall pass to the buyer upon dispatch to the customer, at the latest when leaving the factory / warehouse. This applies regardless of whether the shipment of goods from the place of performance or who bears the freight costs.
§ 7 OWNERSHIP
(1) We reserve the property of the delivered goods until complete payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the customer behaves contrary to the contract.
(2) The purchaser is obliged, as long as the property has not yet passed to him, to handle the purchased goods with care. In particular, he is obliged to adequately insure these at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the customer has to carry it out on time at his own expense. As long as the ownership has not been transferred, the purchaser must notify us immediately in writing if the delivered item is seized or otherwise exposed to third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a claim in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
(3) The customer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims of the customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item was resold without or after the agreement. The customer remains authorized to collect the claim even after assignment. Our power to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment and in particular no application for opening insolvency proceedings has been filed or payment has been made.
(4) The processing and remodeling of the purchased item by the customer is always carried out by name and on behalf of us. In this case, the right of the purchaser to continue the purchase of the purchased item continues. If the purchased item is processed with other items not belonging to us, we acquire the co-ownership of the new item in proportion of the objective value of our purchased item to the other processed items at the time of processing. The same applies to the case of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the customer transfers pro rata co-ownership to us and secures the resulting sole ownership or co-ownership for us. To secure our claims against the purchaser, the purchaser also assigns to us such claims that accrue to him as a result of the combination of the reserved goods with a property against a third party; We already accept this assignment.
(5) We undertake to release the securities to which we are entitled on demand of the customer, insofar as their value exceeds the claims to be secured by more than 20%.
§ 8 WARRANTY AND DEFECTS AND RETURN / MANUFACTURER REFERENCE
(1) Warranty rights of the purchaser presuppose that the purchaser has duly fulfilled his obligation to inspect and complain under § 377 HGB.
(2) Claims for defects expire 12 months after the following delivery of the goods delivered by us to our customer. The above provisions do not apply insofar as the law requires longer periods in accordance with § 438 Abs.1 Nr.2 BGB (buildings and things for buildings), § 479 paragraph 1 BGB (right of recourse) and § 634a paragraph 1 BGB (construction defects). Prior to returning the goods our permit is to be requested.
(3) If, despite all due care, the delivered goods have a defect that was already present at the time of the transfer of risk, we will repair the goods subject to timely notice of defects at our discretion or replace them. We always have the opportunity to provide supplementary performance within a reasonable period of time. Retention claims remain unaffected by the above regulation.
(4) If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
(5) Claims for defects do not exist with insignificant deviation from the agreed quality, with only insignificant impairment of the usability, with natural wear or tear as with damages after the transfer of risk as a result of faulty or negligent treatment, excessive use, unsuitable equipment, defective construction work, unsuitable Ground or due to special external influences, which are not required by the contract. If the customer or a third party carries out improper repairs or changes, there are no claims for defects for these and the resulting consequences.
(6) Claims of the purchaser for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, are excluded insofar as the expenses increase, because the goods delivered by us subsequently to a location other than The place of business of the purchaser, unless the shipment complies with its intended use.
(7) Claims for recourse of the purchaser against us exist only to the extent that the purchaser has not made any agreements with his purchaser beyond the legally binding claims for defects. For the extent of the recourse claim of the orderer against the supplier paragraph 6 applies accordingly.
§ 9 LIABILITY
(1) Claims for damages shall be excluded, irrespective of the nature of the breach of duty, including unauthorized acts, unless intent or gross negligence has occurred.
(2) In case of violation of essential contractual obligations, we are liable for any negligence, but only up to the amount of the foreseeable damage. Claims for loss of profit, expenses saved, claims for damages by third parties as well as other indirect and consequential damages can not be demanded.
(3) The limitations and exclusions of liability in paragraphs 1 and 2 do not apply to claims arising from malicious behavior by us, as well as to liability for guaranteed characteristics, for claims under the Product Liability Act and for damages resulting from the violation of life, the Body or health.
(4) Insofar as the liability is excluded or limited by us, this also applies to our employees, employees, representatives and vicarious agents.
§ 10 OTHERS
(1) This contract and the entire legal relationships of the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).
(2) Place of performance and exclusive court object and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
(4) Should individual provisions of this contract be or become invalid or contain a gap, the remaining provisions shall remain unaffected. The parties undertake to replace the ineffective provision with such legally permissible provision which comes closest to the economic purpose of the ineffective provision or which fills this gap.
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