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General Trading Terms and Conditions
§ 1 General – Scope of validity
- The following General Trading Terms and Conditions are deemed to apply exclusively; any terms or conditions of the customer running counter to or deviating from our General Trading Terms and Conditions shall not be recognized by us unless we would have expressly agreed to their validity in writing. Our General Trading Terms and Conditions are also deemed to apply in the event of our having effected unconditional performance or delivery to the customer aware of such terms or conditions of the customer having run counter to or having deviated from our General Trading Terms and Conditions.
- All agreements made between us and the customer for the purpose of fulfilling this contract are recorded in writing in this contract.
- Our General Trading Terms and Conditions are only deemed to apply as defined in Section § 310, Paragraph 1 of the German Civil Code (BGB).
§ 2 Quotations/offers – quotation documents
- If the order is to qualify as an offer as defined in Section § 145 BGB, we may accept the same within a period of two weeks.
- We reserve proprietary rights and copyrights on all illustrations, drawings, calculations and other documents. This is also deemed to apply to all written documents marked “private and confidential”. The customer undertakes to obtain our express permission in writing prior to such documents being passed on to third parties.
§ 3 Prices – terms of payment
- In the absence of anything to the contrary in the Confirmation of Order, our prices are deemed to be “Ex Works” excluding packaging, this being invoiced separately.
- The statutory value added tax is not included in our prices; this is charged as a separate item in the invoice on the date the invoice is issued.
- Any deduction of discount is subject to special prior agreement in writing.
- In the absence of anything to the contrary in the Confirmation of Order, the purchase price is deemed to be net (without deductions of any kind) payable within 30 days of the date of invoice. Statutory regulations apply to consequences of defaulting payment.
- The customer shall only be entitled to offset any rights if customer’s counterclaims are recognized by declaratory judgement, are undisputed or are recognized by us. Moreover, the customer shall only be entitled to exercise rights of retention, if any, to the extent of these being based on the same contractual relationship.
§ 4 Delivery period
- The specified period of delivery is only deemed to commence after all technical issues have been clarified.
- Moreover, observance of any delivery obligations on our part presupposes punctual and proper fulfilment of obligations incumbent upon the customer. We reserve rights of defence in respect of any contract or part of such contract not being fulfilled.
- In the event of the customer defaulting acceptance or breaching any other cooperation duties, we shall be entitled to claim compensation in respect of any damages we may incur including additional costs and expenses, if any. We reserve the right to assert further claims or resort to further rights.
- If and where the conditions alluded to in Paragraph 3 apply, risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer at the time customer defaults acceptance or becomes involved in debtor’s delay.
- If and where the relevant purchase contract is a fixed transaction as defined in Section § 286, Paragraph 2, Subparagraph 4 of the German Civil Code (BGB) or Section § 376 of the German Commercial Code (HGB), we incur liability in accordance with the statutory provisions. We also incur liability in accordance with the statutory provisions in the event of the customer being entitled to assert customer’s interest in further performance of the contract as a consequence of any delay in delivery for which we are deemed responsible.
- Furthermore, we incur liability in accordance with the statutory provisions in the event of any delay in delivery being based on violation of contract for which we are deemed responsible due to malice aforethought or gross negligence; any fault caused by our representatives or vicarious agents is deemed to be attributable to us. If and where any delay in delivery is based on violation of contract for which we are deemed responsible, our liability to effect compensation shall be limited to foreseeable damage of a typical nature.
- We also incur liability in accordance with the statutory provisions for any delay in delivery for which we are responsible being based on culpable violation of any essential contractual obligation; in that case, however, liability to effect compensation shall be limited to foreseeable damage of a typical nature.
- Otherwise we shall be liable for each full week of delay within the context of a flat-rate compensation amounting to 3% of the delivery value but not exceeding a maximum of 15% of the said delivery value.
- The customer reserves the right to assert further statutory claims and rights.
§ 5 Passing of risk – packaging costs
- In the absence of anything to the contrary in the Confirmation of Order, delivery is deemed to be “Ex Works”.
- Special agreements are deemed to apply in respect of taking back packaging materials.
- If so desired by the customer, we will arrange transport insurance coverage, in which case all costs thus incurred shall be borne by the customer.
§ 6 Liability for defects
- Warranty claims asserted by the customer presuppose that the customer has duly fulfilled his inspection and notification duties in pursuance of Section § 377 HGB.
- In the event of the purchased goods revealing any defect, the customer shall, according to his own option, be entitled to request subsequent fulfilment in the form of remedy of the said defect or the supply of a new item free of defects. Where defects are remedied or a replacement is supplied, we undertake to bear all expenses necessary for subsequent performance, in particular transport, road charges, cost of labour and materials unless this incurs higher expense due to the purchased goods having been dispatched to another location than the place of performance.
- In the event of subsequent performance failing, the customer shall, at his own option, be entitled to withdraw or to demand reduction of the purchase price.
- We incur liability in accordance with the statutory provisions in the event of the customer asserting compensatory claims based on malice aforethought or gross negligence including malice aforethought or gross negligence on the part of our representatives or vicarious agents. If and where any delay in delivery is based on violation of contract for which we are deemed responsible, our liability to effect compensation shall be limited to foreseeable damage of a typical nature. Where no violation of contract with intent is imputable to us, any liability to effect compensation shall be limited to foreseeable damage of a typical nature.
- We incur liability in accordance with the statutory provisions in the event of our culpably violating any essential contractual obligation; however, in this case too, any liability to effect compensation shall be limited to foreseeable damage of a typical nature.
- If and where the customer is entitled to claim compensatory damages in lieu of performance, our liability to effect compensation – also within the scope of Paragraph 3–shall be limited to foreseeable damage of a typical nature.
- Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability in accordance with the Product Liability Act.
- Liability is excluded except where regulated above.
- The statute of limitations for defect complaints shall be 12 months, reckoned from the passing of risk.
- The statutory period of limitation in the event of any claim to damages based on Sections §§ 478, 479 BGB shall remain unaffected; the period is five years at the most calculated from delivery of the defective item.
§ 7 Joint and several liability
- Any liability for damages other than that provided for in Clause 7 is ruled out, regardless of the legal nature of the claim. This applies in particular to claims for damages due to fault at the time of concluding the contract, other breaches of obligations or claims under tort for damages to property in pursuance of Section § 823 BGB.
- Limitation in accordance with Clause 1 also applies where, instead of a claim for damages, the customer demands reimbursement of useless expenditure in lieu of performance.
- As far as our own liability is ruled out or restricted, this is also deemed to apply to the personal liability of our employees, workers, representatives, agents and vicarious agents.
§ 8 Retention of title
- We reserve retention of title to the purchased goods until all payments have been received from the contract of delivery. In the event of any violation of the contract on the part of the customer, in particular regarding default in payment, we shall be entitled to take back the purchased goods. Any taking back of the purchased goods is tantamount to our withdrawal from the contract. After taking back the purchased goods, we shall be authorized to sell the same; the proceeds obtained from such sale shall be credited against the customer’s liabilities – less reasonable costs of realization.
- The customer undertakes to handle the purchased goods with due care; in particular he undertakes to insure the same at his own expense against fire, water and theft at replacement value. In the event of maintenance and inspection work being required, the customer shall carry out such work in due time and at his own expense.
- In the event of seizures or other third-party intervention occurring, the customer shall notify us immediately in writing in order for us to file suit in pursuance of Section §771 of the Code of Civil Procedure (ZPO). In the event of the said third-party being unable to reimburse us for judicial and extrajudicial costs of a claim pursuant to Section § 771 (ZPO), the customer incurs liability towards us for the loss incurred.
- The customer shall be entitled to resell the purchased goods in the ordinary course of business; however, the customer assigns to us, here and now, all demands to the amount of the final commercial invoice (including value added tax) of our claim accruing to the customer from resale to his own purchaser or third party, regardless of whether the purchased goods have been sold with or without processing. The customer shall remain authorized to collect the said claim even after such assignment. Our authority to collect the claim ourselves shall remain unaffected thereby. However, we undertake not to collect the claim as long as the customer meets his obligations of payment from the proceeds received, does not default in payment and – in particular – no insolvency petition has been filed or suspension of payments has occurred. If this is the case, however, we shall be entitled to demand the customer to notify us of the debts thus assigned together with their respective debtors, to furnish all information required for collecting the said debts, to hand out the relevant documents and to inform the debtors (third parties) of such assignment.
- Processing or transformation of the purchased goods by the customer is always deemed to be done on our behalf. In the event of the purchased goods being processed with other items not belonging to us, we shall acquire co-ownership of any such new item in proportion of the value of the said purchased goods (final invoice amount including value added tax) to such other processed items at the time of such processing or transformation. In other respects, the same thing applies to the product resulting from processing or transformation as to that involving goods under retention of title.
- In the event of the purchased goods having been inseparably mingled with other items not belonging to us, we are deemed to acquire co-ownership of such items in proportion of the value of the purchased goods (final invoice amount including value added tax) to the other items with which they have been inseparably mingled at the time intermingling took place. If the intermingling process results in the customer’s item being regarded as the main item, it is then agreed that the customer transfers proportional co-ownership to us. In that case, the customer is deemed to preserve sole or co-ownership of the resulting product on our behalf.
- For the purpose of securing our claims against the customer arising from the combination of the purchased goods with any real property, the customer shall also assign to us all claims resulting against any third party.
- On demand made by the customer, we undertake to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims due to be secured by more than 10%; selection of any securities due to be released shall be incumbent upon us.
§ 9 Legal venue – place of performance
- If the customer’s status is that of a merchant, the legal venue is deemed to be the domicile of our registered office; however, we shall be entitled to being action against the customer at the court of his own domicile.
- The Law of the Federal Republic of Germany is deemed to apply exclusively; application of the Uniform UN Purchase Law is ruled out.
- In the absence of any provision to the contrary in our Confirmation of Order, the domicile of our registered office is deemed to be the place of performance.
§ 10 Data protection
- Data processing shall take place in accordance with the relevant statutory provisions of the German Federal Data Protection Act.
- All data received from the customer shall only be collected, processed, used and passed on to authorized partners as far as this is necessary for creating and implementing the sales contract and/or for other business relations between the customer and ourselves.
- In placing any order, the customer gives his consent to our being permitted to collect, use and process all personal data as defined above.
- The customer’s consent to the collection, use and processing of the said data can be revoked at any time with future effect. Moreover, the customer shall be entitled at any time to request information as to what data have been stored by us and to what extent.
- The responsible body as defined in the Federal German Data Protection Act is BS Rollen GmbH, Rotzkotten 14, 42897 Remscheid, Germany.
§ 11 Copyright and Ancillary Copyright
- The contents published on this website are protected under German Copyright and Ancillary Copyright Law. Any utilization not permitted by German Copyright and Ancillary Copyright Law requires the prior written approval of the provider or respective owner of the said rights. This applies in particular to duplication, adaptation, translation, storage, processing or reproduction of the contents in databases or other electronic media and systems.
- Third-party contents and rights are indicated as such. Unauthorized duplication or distribution of individual contents or complete sites is prohibited and punishable by law. Only the production of copies and downloads is allowed for personal, private and non-commercial use.
§ 12 Safeguarding clause
- In the event of one or more provisions of these General Trading Terms and Conditions or any provisions set forth in individual subsidiary agreements be or become invalid, in whole or in part, this shall have no effect on the validity of the remaining provisions.
Position as at: February 2016