1.) Placing of order
a.) When an offer is made by the purchaser, the following terms and conditions shall be considered to have been acknowledged. The purchaser is bound to his offer for 14 days after its receipt of the vendor. The contract shall be concluded if the vendor confirms acceptance of the order in writing within this time period, or if he performs the agreement within this time period.
b.)The vendor’s obligation shall be based exclusively on the vendor’s written confirmation. This applies in particular to warranted characteristics of the item being sold. In particular, all offers contained in brochures, advertisements, etc. are subject to confirmation and are non-binding – including information on prices. All changes and oral agreements require written confirmation by the vendor.
c.) Information on prices which has been confirmed in writing is always binding. If a time period of more than 4 months elapses between conclusion of the contract and the planned date of delivery, and during this time there is a change in the rate of the statutory value-added tax, the official exchange rate (in the case of imported goods), or costs of materials and labour, then the gross price shall also be changed accordingly – even if a fixed price or package price has been agreed. Any further statutory authorization for transferring value-added tax changes to the purchaser remains unaffected, and the right to do so if reserved.
d.) All prices are quoted ex works (making the item being sold available on land at the vendor’s premises) plus the statutory value-added tax. Agreed additional services (e.g. moving the item being sold to a different location) are charged separately.
2.) Terms of payment
a.) All goods and services provided by the vendor shall be paid in cash, in full, and free of expense directly to the vendor or to a bank account specified by the vendor.
b.) The vendor shall provide a written order confirmation after the agreed down payment is made. The item being sold shall be transferred after the remainder of the purchase price is received by the vendor.
c.) Any other terms of payment (in particular the acceptance of thecks or bills of exchange) are only binding if the vendor has agreed to them in writing in advance. Even them, checks and bills of exchange are accepted only on account of payment. Any expenses thus incurred shall be borne by the purchaser.
d.) In the event of the purchaser defaulting on payments, the vendor can grant the purchaser a grace period in writing of 8 days, with notice that after this period elapses he will decline performance of the contract. If this period elapses without success, the vendor has the right to claim damages instead of performance.
e.) If the vendor claims damages for non-performance the amount shall be 25% of the total gross price. The purchaser retains the right to submit proof of the fact that the vendor’s damages were lower.
f.) The purchaser may set off claims for payment by the vendor only if his counterclaim is undisputed or a final court judgement has been rendered against the vendor. The purchaser may assert a right of retention only if it is based on claims from the sales contract.
a.) Any delivery deadlines and delivery times which may be agreed in a binding or nonbinding manner must be specified in writing. If they are not expressly agreed as binding, then in case of doubt delivery deadlines specified in writing are to be considered non-binding. Delivery times begin with the conclusion of the contract. If effective changes to the contract are agreed subsequently, then all previously agreed delivery deadlines and delivery times shall become invalid.
b.) If a non-binding delivery deadline or a non-binding delivery time is exceeded by 6 weeks, the purchaser can request in writing that the vendor make delivery within a reasonable period of time. If the time period set in this manner elapses, then the vendor is in default. If the purchaser insists on delivery, he can only claim compensation for damage caused by the default if the vendor is guilty of willful or gross negligence.
c.) If a binding delivery deadline or a binding delivery time is exceeded, then the vendor shall be in default as soon as the delivery deadline is exceeded or the delivery time elapses. In this case, sentence 3 of letter b) above applies accordingly.
d.) In any case in which the vendor is in default according to letters b) or c) above, the purchaser can grant the vendor a grace period in writing, with notice that after this period he will decline to accept the item being sold. If this grace period elapses without success, the purchaser has the right to claim damages instead of performance. If there was no grossly or willfully negligent action on the part of the vendor, then the damages are limited to a maximum of 5% of the total gross price.
e.) Force majeure, riots, strikes, lock-outs and major interruptions to operation which are not the fault of the vendor – in particular those at manufacturing plants, supplier and components suppliers – shall modify the deadlines and time periods mentioned under letters a) through d) by the duration of the delays in performance caused by said conditions.
f.) All deliveries to the purchaser’s location are at the purchaser’s risk and expense. The vendor is not bound to use the least expensive means of shipping.
a.) In accordance with the provisions in section 1 letter d), the vendor is obligated to make the item being sold available on land at his own premises. If the vendor has indicated availability to the purchaser, and the purchaser does not take possession of the item being sold within 7 days of being informed of its availability, then the risks are transferred to the purchaser.
b.) Any further or additional services by the vendor which are desired by the purchaser must be agreed in a separate contract which does not affect the vendor’s obligations from this sales contract. This applies in particular if the purchaser wishes to move the item being sold to a different location. Such movements must be arranged by the purchaser at his own expense and risk.