General terms and conditions of business
of the company Zöller GmbH
§ 1
(1)
Our services and quotations are provided exclusively on the basis of these general terms and conditions of business. They are an integral part of all contracts which we conclude with our trade partners (hereinafter also referred to as “customer”). They also apply to future services or quotations, even if they are not separately and additionally agreed upon.
(2)
Terms and conditions of business of the customer are not applicable, even if we do not separately dissent in the individual case.
§ 2
Quotation und conclusion of contract
(1)
Our quotations are non-binding and without obligation unless they are expressly identified as binding or include a specific term of acceptance. Orders or commissions received by us can be accepted by us within 14 days of receipt.
(2)
Only the contract agreed in writing including our general terms and conditions of business is solely binding for the scope of order and the ensuing legal relationships with the customer. Verbal agreements of the contract parties are replaced by the written contract unless it implicitly follows that they are to remain in force as binding. Additions and amendments to the terms of agreement must be made in writing in order to be effective.
(3)
Our information on the subject of the service (e.g. weights, dimensions, loading capacity, tolerances and technical specifications) as well as our portrayals of them are only approximately representative unless the purpose stipulated in the contract makes exact compliance essential. They are not guaranteed quality features but descriptions of our service. Deviations resulting from legal provisions or technical improvements, as well as the replacement of components by equivalent parts, are permissible provided they do not impair the use for the contractually agreed purpose.
§ 3
Prices and payment
(1)
The specified prices apply to the services and scope of delivery listed in the order confirmation. Additional or special services will be calculated separately. The prices are quoted in EURO ex works plus packing, and are subject to the currently applicable VAT as well as any customs duty or other public charges where appropriate.
(2)
Our invoices must be settled within the deadlines specified in the quotation unless otherwise agreed upon in writing.
(3)
Offsetting by counterclaims of the customer or a right of retention resulting from such claims is only admissible if the counterclaims have been ascertained as undisputed or legally recognised.
(4)
We are entitled to perform outstanding services only upon payment in advance or provision of security if circumstances become known to us following conclusion of the contract which are appropriate to significantly reduce the credit standing of the customer and endanger this through the payment of our open claims from the respective contractual relationship.
§ 4
Shipment and delivery period
(1)
Shipment is ex works.
(2)
Deadlines and delivery dates suggested by us are always only approximate. Agreed delivery dates are understood as roll-out ex Muggensturm works.
(3)
We are not liable for the impossibility of delivery or for delays in delivery if these are due to a force majeure or are a result of events which were not foreseeable at the time of conclusion of the contract and for which we cannot be held responsible. If such events are not only temporary and make it unreasonable for one of the contract parties to adhere to the contract, this contract party can terminate the contract by means of an immediate written explanation to the respective other contract party.
§ 5
Place of performance, passing of risk, acceptance
(1)
Place of performance for all obligations from the contractual relationship is Muggensturm, unless agreed upon otherwise
(2)
If an acceptance of performance is envisaged, our service is considered as accepted if
-
the delivery has been made;
-
we have informed the customer of this with reference to the acceptance implication in accordance with this provision and have requested him to carry out the acceptance of performance;
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12 workdays have passed since the delivery or the customer has commenced to use the subject of the contract and in this case 6 workdays have passed since the delivery and
-
the customer has omitted to carry out the acceptance of performance within this period for a different reason because of a deficiency notified to us which makes use of the subject of the contract impossible or significantly impairs this.
§ 6
Warranty, duty to inspection and objection, material defects
(1)
The warranty period is 2 years starting with the delivery or, if acceptance of performance is required, starting with the acceptance.
(2)
The customer must inspect the subject of the contract immediately following delivery for completeness and noticeable damage and, if a deficiency is evident, report it to us without delay. Besides this, the duty to inspection and objection in accordance with § 377 HGB (German Commercial Code) and the legal rights defined there apply.
(3)
In the case of material defects in the delivered subject of the contract, we are initially obliged and entitled to solve the problem or provide a substitute delivery as we choose.
(4)
The warranty is invalid if the customer modifies the subject of the contract without our consent or has it modified by a third party and the rectification of deficiencies becomes impossible or unacceptably complicated as a result.
§ 7
Liability for damages due to culpability
(1)
We are not liable in the event of ordinary negligence of our statutory representative, employees or other agents, provided it is not a question of a breach of essential contractual obligations.
(2)
If we are liable on its merits for damages, this liability is limited to damages which we foresaw at the conclusion of the contract as a possible consequence of a breach of contract or which we should have foreseen when applying due diligence. Indirect damages and consequential damages resulting from deficiencies in the subject of the contract are furthermore only replaceable if such damage can be typically expected during the intended application of the subject of the contract.
(3)
The restrictions of this § 7 do not apply to our liability resulting from wilful conduct, to guaranteed quality features, to the injury to life, body or health, or in accordance with the product liability law.
§ 8
Reservation of title
(1)
The subject of the contract delivered by us to the customer remains our property pending payment in full.
(2)
The customer is entitled to process or sell the subject of the contract in a correct business transaction. Pledging or assignment as security are prohibited.
(3)
In the event of resale of the subject of the contract, the customer already now assigns the rights to us as a precautionary measure for the resulting claim against the purchaser. The same applies to other claims occurring in association with the subject of the contract, such as e.g. insurance claims or claims resulting from unlawful acts upon loss or destruction.
§ 9
Final provisions
(1)
If the customer is a merchant, a corporate body under public law or a public separate estate, or has no place of general jurisdiction in the Federal Republic of Germany, the place of jurisdiction in the event of all disputes arising from the business relationship is Rastatt or the seat of the customer, as chosen by us. However, in the event of actions brought against us, Rastatt is the sole place of jurisdiction in such cases.
(2)
The contractual relationship between us and the customer is exclusively governed by the law of the Federal Republic of Germany.
(3)
If omissions are present in the contract or these general terms and conditions of business, those legally effective regulations are considered as agreed to fill in the omissions which the contract parties would have agreed upon in line with the economic objective of the contract and the purpose of the general terms and conditions of business if they had recognised the omission.