Verkaufs- und Lieferbedingungen
§1 – Validity
1. The following terms of sale and terms of delivery are valid for all contracts, deliveries and other achievements of the Anneliese Backtechnik GmbH (in the following: “Anneliese”) in the legal relationship to her contracting partners (in the following: “Customer”), provided that in particular cases something else was not expressly agreed.
General terms of business and shopping terms of the customer also find no use if Anneliese their validity expressly does not contradict. This is also valid with a reference to writing of the customer with which the customer requires the inclusion of own general conditions of the contract.
2. These conditions are also valid for all future contracts, deliveries and achievements, even if the text is not sent to the customer once more in the offer or the confirmation of order.
§2 – Offer and end
1. Offers of the Anneliese are not-binding. Contracts and other arrangements become first by the confirmation of order or causing the achievement by Anneliese obliging.
2. To the effectiveness of the completion of the contract at least text form is necessary according to §126b of the civil law code (“Civil Code”). Same is valid for changes of the original contract arrangements.
§3 – Price and payment
1. All prices are valid for the delivery ex works (“ex works Eschweiler” incoterms in 2010) including domestic packaging. There there comes the in each case valid legal sales tax, as far as the agreed deliveries and achievements are not released from the sales tax.
2. Remuneration calculations are to be paid within 14 days after access of the calculation without deduction if nothing else is agreed or is put away in the confirmation of order no longer payment aim.
3. They are valid as approved if the customer does not contradict within 30 days after access of the calculation in writing.
4. The compensation with from Anneliese denied and not legally to ascertained counterclaims is excluded. The assertion of a retention right because of the claims which are not based on the same contractual relationship is excluded, if these claims from Anneliese not approved or not legally established sind. indest text form according to §126b of the civil law code (“Civil Code”) necessarily. Same is valid for changes of the original contract arrangements.
§4 – Dispatch and danger crossing, assurance, disposal
1. For the danger crossing “ex works Eschweiler” (incoterms in 2010) is agreed; as far as this regulation is incomplete, are valid in addition §§446 and 447 Civil Code. From the takeover of an assembly obligation no divergent arrangement can be derived to the danger crossing.
2. Absence dispatch regulations of the customer, the dispatch occurs after dutiful judgement without obligation to the cheapest or quickest Verfrachtung. By request of the customer and on his costs Anneliese insures of the subject matter of the contract against desired and insureable risks, in particular against theft or damages in transit.
Transport cases of damage are immediately to be indicated us. The customer has to make sure with delivery that claims and reservations are immediately announced towards the carrier.
3. If the dispatch is delayed by request of the customer or for reasons to be represented by him, the product camps down on his costs and danger.
4. As far as Anneliese for juridical reasons is obliged to take back packaging or products after their fatiguing use, the customer bears the costs walking along with it.
5. The customer undertakes to decontaminate delivered products after ending of the use at own expenses according to the legal regulations properly. He puts Anneliese of the taking back duty as a manufacturer according to §10 paragraph 2 ElektroG and from all with it in connection to standing obligations freely.
§5 – Terms of delivery, purchase on call, delay, impossibility of the delivery
1. Terms of delivery and dates of delivery are valid only as obliging if this is agreed by contract.
2. Only of the duration after certain term of delivery begins with the expiry of the day of the completion of the contract and with it at the earliest with access of the confirmation of order. The term is extended by the same period at which the customer with a legal or contractual co-operation action gets in remains.
3. Delays of delivery as a result of higher power or on the basis of the circumstances which lie beyond the influence of Anneliese extend for the duration of the impediment the received terms of delivery.
4. As far as adequate loose dimensions (graduation: Production volume and order extent) are reached, is entitled Anneliese to the Bewirkung of part achievements, the customer is entitled to demand part achievements. Thereby originating add-on costs the party to a contract which arranges the part achievement has to carry.
5. Orders on call are accepted only with decrease terms. If the decrease term is not exactly called, it ends 12 months after contract end. Besides, the product is to be taken in the about same month amounts. If the decrease within the agreed period does not occur, it stays empty to us to deliver finished deliveries without other answer or to store at the expenses of the buyer.
6. Moreover, we are entitled to put an extension for the decrease to our customer, linked with the threat that we reject the decrease of the product in the case of the futile deadline. If the extension passes by then futilely, we are entitled to withdraw under Aufkündigung of our obligation of delivery all or part from the contract or to require compensation because of non-fulfilment under refusal of the delivery.
§6 – Acceptance delay of our contracting partner
1. If The customer with the acceptance of the achievements of Anneliese gets all or part in delay, Anneliese is entitled, entitled after futile expiry of a before sedate, adequate extension to store the subject matter of the contract for calculation of the customer or to let store; the by contract agreed remuneration becomes due at the latest with expiry of the extension. The legal rights in the case of the acceptance delay of the customer remain untouched.
2. The customer has to refund Anneliese them her adult storage costs, camp rent and insurance costs for for the decrease due, but not taken product. To insure of an obligation, of stored product, nevertheless, does not exist for us. Anneliese can settle at reasonable discretion advance and ask.
§7 – Fault Rügen and guarantee
1. The customer has to reprimand objections towards Anneliese immediately in writing. In these cases he may hold back payments only if to the authorisation of the fault rebuke no doubt exists. The extent must stand in an adequate relation to the material defect.
2. By presentation of guarantee-liable for payment defects within the period of limitation of 2 years finishing touches are to be carried out after choice by Anneliese or to produce the achievement anew. In case of the finishing touches is valid the subsequent performance only when failedly if the finishing touches were tried three times without success.
§8 – Goods state, increased performance and less achievements
1. Tests and patterns are valid as approximate view pieces for quality, dimensions and other qualities. Information about mass and qualities of the products serves the description and founds no state arrangement in case of minor deviations if the product is suited for the presumed intended purpose agreed according to the contract.
2. In case of technically conditioned need reserves itself Anneliese to deliver the ordered product with divergences in state, dimensions and other qualities, as far as through this the delivered objects are not affected in her use ability.
3. Anneliese reserves itself the right, with standard articles and mass-produced articles, as for example to baking sheets, a 5%th short delivery more or preincrease in divergence to the order amount (100%). In the extent of the amount divergence the contract volume and the by contract agreed remuneration increases or decreases.
§9 – Liability
1. Regardless of the legal liability in case of an injury of life, body and health as well as from essential contract duties Anneliese sticks for other damages to rights and legally protected rights of the customer and the other people standing in his care only with deliberate or roughly careless causing.
2. In the case of a liability of Anneliese after the reason, this liability is limited to those damages which were to be foreseen by end of the contract as a possible result of a breach of contract or which would have had to be foreseen under the known circumstances. Secondary damages from defects of the subject matter of the contract are able of substitute only in this respect, as far as they are to be expected by designated use.
3. As far as Anneliese sticks in the case of an easy carelessness for material damages and personal damages, this liability is limited to an amount of 1,000,000 euro damage case.
4. We stick for going on claims exclusively according to the legal regulations, this is valid in particular for the regulations according to the product liability law.
§10 – Retention of title
1. Delivered goods remain a property of the Anneliese up to the fulfilment of all claims existing against the customers. The customer is not entitled till then to pledge the objects into three parts or to convey to the security. On the payments which occur against sending one of Anneliese issued and from the customer accepted change the claims are valid only as full when the bill is discharged by the drawee and is released Anneliese from the change liability. As far as the customer becomes an owner in the objects which stand under retention of title of the Anneliese by processing or mixture, he transfers for the protection of the called demands by now Anneliese the property of the resulted things under concurrent arrangement that he keeps this for Anneliese. Wide disposal is permitted only to retailers in the usual trend of affairs and only under the condition that the customer receives immediate payment as a retailer from his customers or makes the reservation that the property on the customer goes over when this has paid the price completely in this respect Anneliese gives her approval of the transference of her property on the third. For the case of the resale the customer already with end of the business in Anneliese resigns his future purchase price demand protection-half, without it requires a special explanation. Up to cancellation the customer is authorised to the collection of the purchase price demand resulted anew. Any costs of collection and intervention carries of the Beststeller.
2. If the value of the securities exceeds Annelieses demand about more than 20%, Anneliese will release a suitable part of the securities after her choice by request of the customer.
§11 – Property of documents, secrecy
1. Pictures, drawings, calculations, patterns and models remain Annelieses a property. The customer undertakes to make such objects without explicit approval to third in no form accessible. For every case of the culpable offence against the precalled obligations the customer promises to pay a contract punishment at the rate of in every isolated case 10,000 euro to Anneliese.
2. The contracting partners undertake mutually to treat everybody to them from the cooperation to known and not evident business and technical details like own business secrets and to preserve absolute silence towards third over here. For every case of the culpable offence against the called obligations the parties to a contract make a slip to pay a contract punishment at the rate of in particular cases 10,000 euro.
§12 – Protective rights
If the product is to be produced after drawings, patterns or other information of the customer, the customer answers for the fact that through this no right third, in particular patents, utility models or other protective rights and copyrights are injured. The customer releases Anneliese from claims of third who arise from any injury of such rights. In addition, the customer Anneliese refunds all costs which you originate from the fact that third show the injury of such rights and Anneliese against a suitable claim defends.
§13 – Legal venue
1. The ineffectiveness of single contract clauses does not touch the effectiveness of the contract, for the rest. Existence gaps in the contract or there originate these contract clauses single by the ineffectiveness, the parties make a concerted arrangement which correspond to the contract purpose best of all and which come most near a possibly ineffective clause. If such a regulation does not come about within adequate term, Anneliese the right is entitled to determine the achievement at reasonable discretion according to §315 Civil Code independently.
2. Material German right is valid for the contractual relationship to the exclusion of the uniform UN purchase right (CISG).
3. Legal venue with all from the contractual relationship indirectly or immediately to arising disputes is Aachen.