rechtliche Rahmenbedingungen für den elektronischen Geschäftsverkehr vom 20.12.2001
D-97688 Bad Kissingen
Tel. +49 (0) 9736 75710
Fax +49 (0) 9736 757129
HRA 3432 AG Schweinfurt
Ust.-IdNr. (VAT) DE262913353
Inhaltlich Verantwortlicher gemäß § 6 MDStV:
General Business Terms and Conditions for commercial customers of Gruenig KG – Status: 15.04.2015 1. General 1. These general business terms and conditions shall apply exclusively to all our (“Gruenig KG”) deliveries and services; we only recognise the customer's general business terms and conditions/purchase conditions which contradict or deviate from our own insofar as we have expressly agreed to them in writing. They also do not develop any effect even if we do not contradict them in an individual case. 2. The regulation in Clause 1.1 also applies to all future business with the customer. 3. The assignment of claims against us to third parties is excluded. Section 354a HGB (Handelsgesetzbuch = German Commercial Code) remains unaffected. 4. The sale, resale and the scheduling of deliveries and services as well as any other related technology or documentation, can be subject to German, EU, US export control law and, if applicable, be subject to the export control law of additional states. On placing his order, the customer declares the conformity with such laws and ordinances. The customer declares that he will obtain all necessary approvals required for import or export. 2. Offer / Scope of delivery 1. Our offers are subject to confirmation. The offers represent a non-binding request to the customer to place an order with us for goods. 2. By placing the order of the desired goods via the internet, email, fax, telephone or by post, the customer issues a binding offer for the conclusion of a purchase agreement. 3. We can accept this offer within a period of 14 calendar days by sending an order confirmation or delivering the ordered goods. The order confirmation is sent via email, fax or by post. The offer is deemed to be rejected after a fruitless expiry of the deadline. 4. Documents such as illustrations, drawings, information on weights and measurements associated with our offer are only considered to be reference values. Deviances for product information are permitted as far as they are insignificant, do not represent a defect and were not bindingly promised. 5. We reserve the right of ownership and copyright to drafts, catalogues, advertising material, illustrations, drawings, calculations and other documentation. This also applies to such written documents which are marked ‘confidential’. Our explicit written approval is required before any of the above is passed on to a third party. 3. Information / consultation We provide information and technical consultation in good faith based on our experience. All details and information regarding suitability and use of our goods are, however, non-binding and do not release the customer from his own examinations. Any possible liability in this regard is subject to Clause 10 of these general business terms and conditions. 4. Prices 1. As far as our order confirmation does not state anything to the contrary, our prices are “ex factory”, excluding packaging, insurance, freight and possible minimum quantity surcharge. These items are invoiced separately. The customer is responsible for disposing any non-returnable packaging at his own expense. 2. All prices are net prices and exclude value-added-tax. Value-added-tax is calculated and reflected separately in the invoice according to the statutory rate (currently 19%). 5. Payments 1. Payments must always be made in advance unless otherwise agreed to in writing. Payment default is subject to Clause 5.2 and, supplementary hereto, the legal regulations regarding payment default. 2. In the event of payment default or an endangerment of our claim due to a deterioration of the customer's creditworthiness, we are entitled to declare our claim from the business relationship with the customer as due for payment. At the same time, we are entitled to carry out any outstanding deliveries exclusively against advance payment or the provision of securities. If the customer, after granting a deadline with the threat of possibly withdrawing from the contract, is not in a position to provide securities within a reasonable deadline, we have the right to withdraw from the contract. 3. We are entitled to charge interest on arrears of 9 percentage points p.a. above the relevant valid base interest rate set by the ECB as from the entry of the payment default. Irrespective thereof, the possibility to demand a higher actual damage remains reserved. 4. Bills of exchange and checks are only accepted as payment once they have been redeemed and reflect on our account as an unconditional credit. They are only accepted without obligation for timely presentation and protest and only after special written agreement and invoicing all collection and discount charges. 5. Withholding payments due to asserting rights of retention or setting off counter-claims on the part of the customer are only permitted if these counter-claims are undisputed or legally determined. 6. Delivery period 1. As far as nothing else is agreed, we deliver ex factory or ex warehouse. 2. Delivery dates and delivery periods, which can be agreed to as binding or non-binding, must be stated in writing and are only agreed under the proviso of a correct and timely self-delivery by our suppliers. 3. The agreed delivery period is complied with if the delivery item is ready for collection at the factory or warehouse by the expiry of the delivery date. 4. War, strike, lockout, raw materials and/or energy shortages, traffic and unavoidable operational disruptions, injunctions by state authorities – even as far as they make the execution of the affected business transaction lastingly uneconomical for the foreseeable future – as well as other incidents of force majeure, also with our suppliers, substantiate a release from the delivery obligation for the duration of the disruption and within the scope of its effects. Such events entitle us to withdraw from the contract in whole or in part without the buyer's right to claim compensation. 6.5 As far as they are reasonable and paid for accordingly by the customer, part deliveries are permissible. 7. Transfer of risk and acceptance 1. The customer must collect/accept the delivery item immediately after it becomes available at the factory or the warehouse. 2. If, at the customer's request, the delivery item is posted to him, the risk of accidental loss or accidental deterioration of the delivery item passes to the customer on despatch of the delivery item but no later than when it leaves the factory or the warehouse. This applies irrespective of who bears the freight costs. 3. If the customer is in acceptance default, we are entitled to demand compensation for any incurred expenditure; the risk of the accidental deterioration and accidental loss passes to the customer on entry of the acceptance default. 4. Irrespective of the rights derived from Clause 9 of these conditions, delivery items shall be accepted by the customer even if they show insignificant defects. 8. Reservation of title 1. The delivery items remain our property (reserved goods) until the fulfilment of all claims, irrespective of any legal grounds whatsoever, in terms of the underlying legal relationship relating to the delivery. 2. In cases where the customer processes, combines or mixes the reserved goods with other goods, we attain co-ownership to the new item proportionate to the invoice value of the goods subject to the reservation of title to the other goods used. If our ownership expires as a result of processing, combination or mixing, the customer already now transfers the rights of ownership to the new merchandise or item, to which he is entitled, to us in proportion to the value of the reserved goods and shall keep these safe for us free of charge. The consequentially arising co-ownership rights are deemed to be reserved goods according to Clause 8.1. 3. The customer is only entitled to continue processing, combining and mixing the reserved goods with other items or reselling them within the scope of his proper course of business and as long as he is not in payment default. Any other form of disposal of the reserved goods is not permitted. We must be notified immediately of any attachments and other accesses to the reserved goods by third parties. All intervention costs are for the customer's account as far as they cannot be collected from the third party. If the customer defers the purchase price for his buyer, he must reserve right of ownership of the reserved goods under the same conditions as those stipulated by us at the time of supplying the reserved goods. Otherwise, the customer is not authorized to resell the goods. 4. The customer's claims arising from the resale of the reserved goods are hereby already now assigned to us. They serve as security to the same extent as the reserved goods. The customer is only entitled and authorized to resell the goods if it can be assured that the claims arising to him are transferred to us. 5. If the customer sells the reserved goods together with other goods, which were not delivered by us, at a total unit price, the assignment of the claim from the sale shall be the invoice value of the relevant reserved goods sold by us. 6. The customer is authorized to collect the claims assigned to us until such time as we revoke. We are entitled to revoke if the customer does not meet his payment obligations from the business relationship with us in time. If the preconditions to exercise the right to revoke exist, the customer shall – at our request – immediately notify us of the assigned claims and their relevant debtors, provide us with all information to collect the claims and hand us the corresponding documentation and notify the debtor of the assignment. We are also entitled to notify the debtor of the assignment ourselves. 7. If the value of the existing securities exceeds the secured claims by more than fifteen (15) percent, we are accordingly obligated – at the request of the customer – to release securities of our choice. 8. When we assert the right of ownership, this is only deemed as a withdrawal from the contract if we have expressly declared this in writing. The customer's right to own the reserved goods lapses if he does not meet his obligations in terms of the underlying legal relationship relating to the delivery. 9. Warranty, defects 1. As far as the following regulations do not show any variances, the customer's warranty claims for defects are determined by statutory provisions within the legal deadlines. 2. When buying new delivery items, the customer's warranty claims for defects become statute-barred after one year from the date the delivery items were received. 3. Irrespective of the warranty claims, our delivery items are subject to a minimum shelf life of no longer than 4 months in terms of the relevant technical data sheet. To maintain warranty claims, the delivery items must be used within this minimum shelf life. 4. The period of limitation of one year or the exclusion of the warranty does not apply if the obligation to pay compensation is based on harm to body or health as a result of a defect, for which we are responsible, or wilful conduct or gross negligence or on the part of his vicarious agents. Notwithstanding the above, we are liable in terms of the German Product Liability Act. 5. The warranty does not apply if the customer uses the delivery items contrary to the instructions set out in the relevant data sheets, changes the delivery items without our approval, or allows them to be changed by a third party, uses them improperly and so makes the remedy of the defect impossible or unreasonably hampered. In any case, the customer shall bear any additional incurred costs for the removal of the defects. 6. The customer is obligated to examine the delivery item on handover for possible defects and to notify us in writing accordingly. The pertinent regulations and legal consequences set down in the Commercial Code apply accordingly. 7. Should a notification of defect be unjustified, the customer shall compensate us for all expenditure which we incurred in this regard. 10. Liability for damages due to culpability 1. Our liability for damages, irrespective of the legal ground, in particular due to impossibility, delay, defective or incorrect delivery, contractual violation, violation of obligations during contractual negotiations and illegal action is, as far as there is a question of culpability, restricted in terms of this Clause 10. 2. We are not liable in the event of simple negligence of our organs, legal representatives, employees or other vicarious agents as far as it does not relate to a violation of essential contractual obligations. Essential contractual obligations are those obligations granting the contracting parties the right to the content and purpose required in terms of the contract, in particular the obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contracting partner regularly trusts and may trust. 3. Insofar as Clause 10.2 regulates liability in terms of substance, this liability is restricted to damages which we foresaw when concluding the contract as a possible consequence of a contractual violation or which we should have foreseen by applying adequate care and attention. Indirect damages and consequential damages, which are the result of defects of the delivery items, are only eligible for compensation as far as such damage could be typically expected when using the goods for their intended purpose. 4. In the event of a liability for simple negligence our liability for property damage and any resultant further loss of income is restricted to EUR 25,000.00 for each claim (corresponding to the current sum insured by our product liability insurance or liability insurance) even if it relates to a violation of essential contractual obligations. 5. The aforementioned liability exclusions and restrictions apply to the same extent in favour of our organs, legal representatives, employees and other vicarious agents. 6. As far as we provide technical information or act as a consultant, and this information or consultation is not part of our owed contractually agreed scope of service, this takes place free of charge and excludes any kind of liability. 10.7 The restrictions in this Clause 10 do not apply to our liability due to wilful and gross negligent behaviour, for guaranteed quality characteristics, harm to life, body and/or health or in terms of the German Product Liability Act. 11. Miscellaneous 1. We only store and transfer the customer's order-related personal data for the purpose of processing and handling his order. We undertake to ensure the comprehensive protection of the customer's personal data according to the relevant provisions of the German Federal Data Protection Act. 2. The substantive law of the Federal Republic of Germany shall apply: the validity of the UN-Convention on the Sale of Goods (CSIG) is excluded. 3. As far as the order confirmation does not state otherwise, our business seat is the place of performance. 11.3 If the customer is a merchant, legal person under public law or a special fund under public law, Wuerzburg is the exclusive place of jurisdiction for all direct or indirect disputes arising from the contractual relationship. The same applies if the customer has his seat abroad.