1. Scope of Application and General Provisions
1.1. In all business transactions between us and our domestic and foreign contractual partners, the following General Terms and Conditions (hereinafter referred to as “GTC”) shall apply exclusively.
Any terms and conditions of the Purchaser that conflict with or deviate from our GTC shall not be recognized unless we have expressly agreed to their applicability in writing. For the purposes of these GTC, the term “Purchaser” shall include the purchaser within the meaning of the applicable terms and conditions legislation, the client, contractor, customer, and any person or entity having any form of business relationship with us.
Our GTC shall also apply if, despite being aware of terms and conditions of the Purchaser that conflict with or deviate from our GTC, we perform delivery to the Purchaser without reservation. The same shall apply to the acceptance of deliveries or services and to payments. Any implied acceptance by us of third-party terms and conditions is therefore excluded.
Should it nevertheless be determined that the Purchaser’s terms and conditions could apply, no contractual relationship shall be deemed to have been established, and any services already rendered shall be reversed by the contracting parties.
1.2. All agreements, in particular amendments and/or supplements to this contract as well as the cancellation of the entire contract or parts thereof, must be made in writing in order to be effective. This formal requirement may only be waived by an express written agreement.
1.3. Individual contractual agreements must in all cases be made in writing. Oral collateral agreements shall be null and void.
1.4. The parties agree that this contract and all legal consequences arising from or relating to it shall be governed exclusively by German law. Foreign law and international conventions (e.g. ECE, UNCITRAL) shall not apply. Pursuant to Article 6 CISG, the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded.
1.5. These GTC shall apply generally to German merchants and foreign customers, in particular also to foreign merchants.
1.6. Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. In such a case, the relevant provision shall be implemented in a manner that comes as close as possible to the economic purpose of the invalid provision.
Any invalidity shall always affect only the individual sentence or, at most, the relevant numbered provision, but not the contractual relationship or these GTC as a whole.
2. Place of Performance and Jurisdiction
2.1. Unless otherwise stated in our order confirmation, Braunschweig shall be the exclusive place of performance. The place of jurisdiction shall generally be Braunschweig.
2.2. If the contractual partner is a registered merchant, our registered office shall be the exclusive place of jurisdiction for all claims or disputes arising from this contract. The same place of jurisdiction shall apply if the contractual partner has no general place of jurisdiction.
This provision shall constitute an agreement within the meaning of Article 17 of the Brussels Convention. However, we shall also be entitled to bring legal action against the Purchaser before the court having jurisdiction at the Purchaser’s place of residence or registered office.
3. Offers
3.1. All our offers are non-binding in all respects.
3.2. No warranty is given as to the accuracy or completeness of illustrations and data. They shall remain non-binding with regard to the execution of the goods unless expressly stipulated otherwise by us in writing.
3.3. We accept no liability for the accuracy of the stated years of manufacture or machine numbers.
4. Prices
4.1. Unless otherwise stated in our order confirmation, all prices quoted by us are fixed prices ex location of the machine or goods and exclude packaging. Packaging shall be invoiced separately.
4.2. Statutory value-added tax is not included in our prices. VAT at the statutory rate applicable at the time the contract is concluded shall be added to the price offered, confirmed, or contractually agreed.
4.3. The price does not include the costs of loading, transport, insurance, any customs duties, unloading and loading activities, transportation into production facilities, or installation.
4.4. Any deduction of cash discounts or other discounts requires a separate written agreement.
5. Terms of Payment
5.1. Unless otherwise stated in our order confirmation, the net purchase price, without deduction, shall be due on the agreed date of acceptance and shall be paid in cash or by bank-certified cheque.
5.2. Means of payment other than cash shall only be accepted on account of performance. Payment shall be deemed to have been made when we have unrestricted access to the equivalent amount.
5.3. Where payment is made by means other than cash, the Purchaser shall bear all costs associated with payment and collection of the purchase price, including costs incurred by us, such as bank charges and processing fees, in particular all costs directly or indirectly connected with a letter of credit.
5.4. If the Purchaser fails to meet its payment obligations in the agreed manner or if a means of payment accepted on account of performance is not honored, we shall be entitled to charge interest from the due date at a rate of 5%.
If the Purchaser is in default, we shall be entitled to charge default interest at a rate of 5% above the respective discount rate of the Deutsche Bundesbank, but not less than 8% per annum.
The right to claim further damages caused by default shall remain unaffected. The Purchaser shall, however, be entitled to prove that no damage or only lesser damage was incurred by us as a result of the default.
5.5. If circumstances become known to us that call the Purchaser’s creditworthiness into question, we may require a guarantee from a major German bank without the right of deposit.
If the bank guarantee requested by us is not provided within eight days of receipt of our request, we shall be entitled to withdraw from the contract or claim damages for non-performance, provided that the Purchaser was informed of this consequence in the request, unless the Purchaser provides equivalent security.
Where we – as the user of these terms – are obliged to make payment prior to delivery, the seller shall generally be required to provide a payment guarantee from a recognized and rated bank or insurance company with a rating of at least AA. The guarantee shall be returned upon delivery of the purchased item.
5.6. The Purchaser shall only be entitled to set off claims against or withhold the purchase price, or any part thereof, if its claim against us has been finally established by a German court, is undisputed, or has been acknowledged by us.
5.7. All collection costs incurred, whether judicial or extrajudicial, shall be borne by the Purchaser. Extrajudicial costs shall amount to at least 10% of the outstanding amount. The Purchaser shall nevertheless remain entitled to prove that no costs or only lower costs were incurred.
5.8. All payments received shall first be applied to costs incurred, then to any interest due, and only thereafter to the principal claim.
5.9. If the Purchaser defaults on payment, all outstanding amounts shall automatically become due for immediate payment.
This shall also apply in the event of the Purchaser’s insolvency, if proceedings for composition or bankruptcy are applied for, if the Purchaser is placed under curatorship, experiences obvious liquidity difficulties, or loses, in whole or in part and in any manner, the power to dispose of its assets.
5.10. In the case of so-called chain transactions within the meaning of the VAT Directive, our invoices shall not show VAT. However, our customer undertakes to provide us, prior to delivery of the machine and until receipt of the export certificate for VAT purposes, with security in the amount of the VAT attributable to the net purchase price.
6. Delivery
6.1. Delivery periods are generally non-binding. Delivery dates stated in order confirmations can only be met if we ourselves receive the relevant delivery on time. If the delivery is not received by us on time, our delivery period shall be extended accordingly.
6.2. If the goods offered by us are not available to us by the scheduled date, we shall be entitled to extend the specified delivery date accordingly, offer other goods of the same type, or withdraw from the contract.
6.3. If we are in default of delivery for reasons for which we are responsible, the Purchaser shall only be entitled to withdraw from the contract – in the case of machines with a value exceeding € 10,000 – after a period giving rise to default of two months and an additional grace period of at least 1.5 months.
In the event of default, claims for damages for non-performance due to ordinary negligence shall be excluded. In cases of intent or gross negligence, our liability shall be limited to the foreseeable damage typical for
