1 Validity of the conditions
1.1 The delivery, services and offers of Seebacher GmbH - hereinafter referred to as the seller - are made exclusively on the basis of these Terms and Conditions. These shall therefore also apply to all future terms and conditions, even if they are not expressly agreed again. These provisions shall be deemed accepted at the latest upon receipt of the goods or services. Counter-confirmations of the buyer with reference to his business or purchasing conditions are hereby contradicted.
1.2 Deviations from these Terms and Conditions shall only be effective if confirmed in writing by the Seller.
2 Conclusion of contract
2.1 The seller's offers are subject to confirmation and non-binding. Concluded contracts are binding for both parties through the order confirmation of the seller. Supplements, amendments or ancillary agreements require the written confirmation of the seller in order to be legally effective. The requirement of written confirmation cannot be effectively waived in an oral agreement.
2.2 The buyer may terminate the contract at any time up to the completion of the work. If the buyer terminates the contract, the seller shall be entitled to demand the agreed remuneration less the expenses which he saves as a result of the termination of the contract. The seller shall be entitled to at least 5% of the agreed remuneration for the part of the work not yet performed.
3.1 Price quotations in the price lists or catalogues are subject to errors, misprints or price changes which need not be announced in advance.
3.2 Unless otherwise stated, the seller shall be bound by the prices contained in its quotations for 30 days from their date.
3.3 The prices stated in the seller's order confirmation plus the value added tax valid at the time of performance shall be decisive. Additional deliveries and services shall be invoiced separately.
3.4 Unless otherwise agreed, the prices are ex warehouse Bad Tölz. At the request of the buyer, the goods will be sent. Costs for transport and transport insurance shall be borne by the purchaser (see also §§4 and 7 AGB).
4 Terms of payment
4.1 Unless otherwise agreed, the sale or delivery shall be effected against cash payment or cash in advance. Other methods of payment are only possible after agreement and written confirmation.
4.2 If the buyer is in default of payment, the seller is entitled to charge default interest at 4% per annum above the discount rate of the Deutsche Bundesbank. They are to be set higher or lower if the seller proves a charge with a higher interest rate or the buyer proves a lower charge.
4.3 In the event of payment difficulties on the part of the buyer, in particular also in the event of default in payment, the seller shall be entitled to make further deliveries only against prepayment and to demand immediate payment of all outstanding invoice amounts, including deferred invoice amounts.
4.4 Invoices of the seller shall be deemed accepted unless objected to in writing within 30 days of the invoice date.
4.5 The buyer waives the assertion of a right of retention from all transactions of the current business relationship. The offsetting of counterclaims is only permissible to the extent that these have been acknowledged by the seller and are due for payment or have been legally established.
4.6 Under the conditions of §§ 366, 367 BGB (German Civil Code) and despite any other provisions of the buyer, the seller shall determine which claims are satisfied by the payment of the buyer.
5.1 Delivery dates which are expressly designated as expected delivery dates in the seller's order confirmation are not binding.
5.2 The deadline shall be deemed to have been met if the consignment has been dispatched or collected on the agreed date. If the delivery is delayed for reasons for which the customer is responsible, the deadline shall be deemed to have been met if notification of readiness for dispatch is given within the agreed period.
5.3 Delays in delivery and performance due to force majeure and due to events which make deliveries significantly more difficult or impossible for the seller - this also includes subsequent difficulties in procuring materials, operational disruptions, strikes, lockouts, shortages of personnel, lack of means of transport, official orders, etc., even if they occur at the seller's suppliers or their subcontractors, the seller shall not be responsible even in the case of bindingly agreed deadlines and dates. They entitle the seller to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part not yet fulfilled.
5.4 If the hindrance lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled.
5.5 If the seller is in default due to non-compliance with binding promised deadlines and dates, the buyer shall not be entitled to claim damages unless the delay is due to gross negligence or intent on the part of the seller, its legal representatives or its vicarious agents.
5.6 The seller is entitled to make partial deliveries and render partial services at any time, each of which can be invoiced independently.
5.7 In order to meet the delivery deadline, custom-made or customer-specific products require the agreed receipt of all documents to be supplied by the customer, necessary approvals, releases, clarification and approval of plans, compliance with the agreed terms of payment and other obligations.
6 Shipment and transfer of risk
6.1 The choice of the mode of shipment is made by the buyer. If this is not expressly determined by him, the selection shall be made by the seller at his reasonable discretion. All shipments, including any returns, shall be at the expense and risk of the buyer.
6.2 The risk shall pass to the buyer as soon as the consignment has been handed over to the person or company carrying out the transport or has left the seller's warehouse or production facility for the purpose of shipment. If dispatch becomes impossible through no fault of the seller, the risk shall pass to the buyer upon notification of readiness for dispatch.
6.3 The seller shall take out transport insurance prior to shipment of the goods. The buyer must immediately inspect the delivery for transport damage and immediately notify the transport company and the seller in writing of any such damage by drawing up a damage report (cf. §60 ADSp.). In the event of a claim, the seller assumes the handling of the transport insurance. Benefits from the transport insurance benefit the buyer. The seller is entitled to set off his own claims against the buyer.
7 Retention of title
7.1 Until all claims, including all current account balance claims, to which the seller is entitled now or in the future against the buyer for any legal reason, have been settled, the seller shall be granted the following securities, which the seller shall release upon request at its discretion, insofar as their value exceeds the claim by more than 20%.
7.2 The goods remain the property of the seller. Processing or transformation shall always be carried out for the seller as manufacturer, but without any obligation on his part. If the (co-)ownership of the seller expires due to combination, it is hereby agreed that the (co-)ownership of the buyer in the uniform item shall pass to the seller pro rata in value (invoice value). The buyer shall keep the (co-)ownership of the seller in safe custody free of charge. Goods to which the seller is entitled to (co-)ownership are hereinafter referred to as reserved goods.
7.3 The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledging or transfer by way of security is not permitted. The buyer hereby assigns to the seller by way of security all claims (including all current account balance claims) arising from the resale or any other legal reason (insurance, tort) in respect of the reserved goods. The seller revocably authorises the buyer to collect the claims assigned to the seller on the seller's account and in his own name. This direct debit authorisation can only be revoked if the purchaser does not properly meet his payment obligations. The buyer undertakes to provide the seller with information (amount/due date/debtor) on all outstanding claims arising from the resale of the reserved goods after revocation of the direct debit authorisation. The buyer undertakes to fulfil the obligation to provide information within 10 days of receipt of the request by the seller. In the event of breach or untimely fulfilment of the obligation to provide information by the buyer, a contractual penalty of 20% of the seller's outstanding purchase price claims at this point in time shall be forfeited.
7.4 In the event of access by third parties to the goods subject to retention of title, the buyer must draw attention to the seller's ownership and notify the seller immediately. Costs and damages shall be borne by the buyer.
7.5 In the event of breach of contract by the buyer - in particular default in payment - the seller shall be entitled to take back the reserved goods or, if applicable, to demand assignment of the buyer's claims to surrender against third parties. The repossession or attachment of the reserved goods by the seller does not constitute a withdrawal from the contract, unless the German Installment Payment Act (Abzahlungsgesetz) applies.
7.6 In the event of suspension of payments, application for or opening of bankruptcy, judicial or extrajudicial composition proceedings, the right to resell, use or install the reserved goods and the authorisation to collect the assigned claim shall lapse.
7.7 The buyer is obliged to insure the goods against the risk of fire and theft and to provide the seller with proof of the conclusion of the insurance policy upon request. All claims against the insurer arising from this contract with regard to the reserved goods shall hereby be deemed assigned to the seller.
8.1 The seller guarantees that the products are free from manufacturing and material defects. The warranty period is 24 months. Lamps, used and demonstration equipment are excluded from the warranty. The warranty period begins with the delivery date. If the seller's operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used which do not correspond to the original specifications, any warranty shall lapse.
8.2 The buyer must notify the seller in writing of any defects immediately, at the latest, however, within one week of receipt of the delivery item. Defects which cannot be discovered within this period, even after careful inspection, must be reported to the seller in writing immediately after discovery (for transport damage, see § 6 AGB).
8.3 In the event of a notice of defect by the buyer, the latter shall send the defective part or device to the seller for rectification of the defect (subsequent improvement). If the defect is remedied by the buyer himself without returning the goods to the seller, the warranty claim is limited to the replacement of the defective parts. If the buyer requires warranty work to be carried out at a location determined by the buyer, the seller may comply with such request, with parts covered by the warranty not being invoiced, while working time and travel expenses shall be paid to the seller at the standard rates.
8.4 Instead of repair, the defective goods may also be replaced by goods of the same type and quality at the seller's option.
8.5 If the subsequent improvement fails after a reasonable period of time, the buyer may, at his discretion, demand a reduction in payment or cancellation of the contract.
8.6 Further indemnity are excluded in any case.
9.1 Claims for damages on the part of the buyer arising from positive breach of contract, culpa in contrahendo and tort are excluded unless they are based on intent or gross negligence on the part of the seller, a legal representative or vicarious agent.
10 Applicable law
10.1 The law of the Federal Republic of Germany shall apply to the terms and conditions and the entire legal relationship between seller and buyer.
11 Partial invalidity
11.1 Should any provision of these Terms and Conditions or any provision of any other agreement be or become invalid, this shall not affect the validity of the remaining provisions or agreements.
12 Place of jurisdiction
12.1 The place of performance and jurisdiction is, as far as legally permissible, the registered office of Seebacher GmbH.