1.1 The following conditions of the buyer apply to all contracts concluded between the buyer and the
seller for the delivery of goods. They also apply to all
future business relationships, even if they are not expressly agreed upon
again. Any differing conditions of the seller, which the buyer does not expressly
acknowledge, are non-binding for the buyer, even if the buyer does not expressly object to
them. The buyer's conditions also apply if the buyer accepts the seller's delivery
unconditionally in knowledge of conditions that are
contrary or deviate from its own.
1.2 All agreements made between the buyer and seller
in connection with the purchase contracts are recorded in the purchase contracts,
these conditions, and the buyer's offers in writing.
1.3 Agreements made on a case-by-case basis between the contracting parties (including side agreements,
supplements, and amendments) always take precedence over these business
conditions.
2.1 The buyer is bound to the offer for the conclusion of a purchase contract (order) for two weeks.
The seller can only accept the offer within these two weeks
through a written declaration to the buyer.
2.2 Drawings, plans and other documents that are part of the order remain the property
of the buyer, who reserves all copyright rights to these documents. If the seller does not accept
If the seller does not accept the buyer's offers within the period according to Section 2 No. 1,
these documents must be returned to the buyer immediately.
3.1 The price indicated by the buyer in the order is binding and is valid free domicile unless
otherwise agreed in writing between the parties. The packaging costs are
included in the price. The price includes the applicable statutory
value-added tax. All invoices from the seller must indicate the order number specified
by the buyer.
3.2 The buyer pays, unless a different written agreement has been made with
the seller, within ten working days, calculated from the delivery of the goods
by the seller and receipt of the invoice with a 2% discount or within 30 days net.
3.3 The buyer is entitled to the legal rights of set-off and retention in full.
He is entitled to assign all claims arising from the purchase contract without the consent of the
seller. The seller is not entitled to assign claims arising from the contractual relationship to third parties without the prior written
consent of the buyer.
4.1 The delivery period or the delivery date specified by the buyer in the order
is binding for the seller.
4.2 If the seller is in default, the seller is entitled to the statutory claims.
If the buyer asserts claims for damages, the seller is entitled to prove that
he is not responsible for the breach of duty.
5.1 The buyer is obliged to inspect the goods within a reasonable period after delivery by the seller
for quality and quantity deviations. The notice of
obvious defects is timely if it is sent by the buyer within three working days after delivery
of the goods and subsequently received by the seller; the
notice of hidden defects is timely if the buyer sends it within three working days after their
discovery and subsequently received by the seller.
5.2 The buyer is entitled to the statutory claims for defects against the seller, and the
seller is liable to the buyer to the statutory extent. The limitation period for
claims for defects is 36 months from the transfer of risk unless
a different agreement has been made.
6.1 If the buyer is held liable by third parties for product damage for which the seller is responsible,
the seller shall indemnify the buyer upon first
request from all third-party claims, including the necessary costs to defend these claims
if the seller has caused the damage within his control and
organizational area.
6.2 If the buyer has to carry out a recall action due to an incident as defined in Section VI No. 1,
the seller is obliged to reimburse the buyer for all expenses arising from or in connection with the recall action carried out by the buyer.
The buyer will inform the seller about the content and scope of the recall action
as far as possible and reasonable in terms of time
and give him the opportunity to comment.
Further statutory claims of the buyer remain unaffected.
6.3 If the buyer is held liable by a third party because the seller's delivery
infringes a third party's legal protection right, the seller undertakes to indemnify the buyer
upon first request from these claims, including all necessary
expenses incurred by the buyer in connection with the third party's claim
and its defense, unless the seller has not acted culpably.
The buyer is not entitled to acknowledge the third party's claims and/or conclude agreements with the
third party regarding these claims without the seller's written consent.
The limitation period for these indemnification claims is 36 months
from the transfer of risk.
All parts and documents received from the buyer remain the property of the buyer. The seller
may only use these outside of this contract and/or pass them on to third parties
or make them accessible to third parties with the buyer's written consent.
After fulfillment of the respective contract, the seller must return these to the buyer at his own
cost without delay.
8.1 The law of the Federal Republic of Germany shall apply exclusively, to the exclusion
of the UN Sales Law (CISG). The place of jurisdiction is Saalfeld. However, we are also entitled to
file suit at the customer's headquarters.
8.2 The place of jurisdiction is Jena. However, we are also entitled to file suit at the place of performance
and at the place of jurisdiction of the customer's headquarters.
8.3 Should individual provisions of these purchasing conditions be or become invalid,
the validity of the remaining provisions shall not be affected. If part of a clause is invalid,
the validity of the remaining clause remains unaffected if
it is separable from the part clause, otherwise understandable on
its own terms and provides a remaining meaningful regulation within the overall structure of the contract.
8.4 Should a provision of this contract be or become invalid,
the validity of the remaining provisions shall not be affected. In such a case, the business parties
are obliged to cooperate in creating provisions through which a
legally effective result is achieved that comes as close as possible
to the economic result of the invalid provision.
