General business, sales and delivery conditions
(hereinafter called AGB)
Forschung & Technik
61348 Bad Homburg
Tel: +49 (0) 6172 12 14-65
Fax: +49 (0) 6172 12 14-66
- General – scope
These conditions apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 (1) BGB. Conditions of the customer that conflict with or deviate from our terms and conditions will only be recognized if they have been expressly agreed in writing.
- Offer and conclusion of contract
(1) Our offers are subject to change and non-binding, unless they are expressly marked as binding.
(2) We can accept an order that is to be qualified as an offer to conclude a purchase contract in accordance with § 145 BGB within two weeks in writing, by telephone or by delivery of the ordered goods.
(3) We reserve property rights, copyrights and other protective rights on all illustrations, drawings, calculations and other documents. These documents may not be made accessible to third parties unless we give the customer our express written consent.
- Prices – terms of payment
(1) All of our prices are without cash discount, ex warehouse (Darmstadt), excluding packaging and plus VAT at the applicable rate.
(2) If the agreed delivery time exceeds 60 days after conclusion of the contract, we are entitled to adjust the prices according to our price list valid on the day of delivery.
(3) Unless otherwise agreed, our invoice is due for payment immediately upon receipt of the goods. A payment is only considered to have been made when we can dispose of the amount. Entry and interest on arrears are based on the statutory provisions.
(4) The purchaser is only entitled to set-off rights – even if complaints or counterclaims are asserted – if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
- Delivery and performance time
(1) Our delivery obligations only exist with the reservation of complete and correct self-delivery, unless we are responsible for the non-delivery / delay.
(2) Delivery dates or deadlines that have not been expressly agreed as binding are only non-binding information.
(3) If the customer defaults on acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage we incur, including any additional expenses. Further claims remain reserved.
- Transfer of risk, shipping and packaging
(1) If the goods are sent to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, at the latest when he leaves the warehouse. This applies regardless of whether the goods are dispatched to the place of performance or who bears the freight costs.
(2) Unless otherwise agreed, the shipper chooses packaging and shipping method at its best discretion. Loading and shipping are uninsured at the risk of the customer. Special requests of the customer are taken into account if possible; potential additional costs are at his expense.
(3) If the shipment is delayed at the request or through the fault of the customer, we will store the goods at the customer’s expense and risk. In this case, the notification of readiness for dispatch is equivalent to dispatch.
- liability for defects
(1) Claims for defects on the part of the purchaser presuppose that the purchaser has properly complied with his inspection and notification obligations owed pursuant to Section 377 HGB.
(2) Claims for defects do not exist if there is only an insignificant deviation from the agreed quality, if there is only an insignificant impairment of usability, if there is natural wear and tear or if the damage occurs after the passing of risk due to incorrect or negligent handling, excessive use, unsuitable equipment or arise due to special external influences that are not required by the contract.
(3) The purchaser must grant us a reasonable period for subsequent performance. The supplementary performance can be done at our discretion by eliminating the defect (rectification) or delivery of new goods. In the event of rectification of the defect, we will bear the necessary expenses insofar as these do not exceed the purchase price.
(4) If the supplementary performance has failed twice, the purchaser can choose to reduce the purchase price (reduction) or to withdraw from the contract. If the delivery is incomplete, the purchaser is only entitled to a reduction, unless the purchaser can prove that it is unreasonable for him to adhere to the contract due to the incomplete delivery.
(5) The customer can only assert claims for damages due to a defect if the supplementary performance has failed. The right of the purchaser to assert further claims for damages under the following conditions remains unaffected.
(6) Warranty claims expire twelve months after delivery of the goods delivered by us to our customer.
(7) In accordance with the statutory provisions, we are obliged to take back the new goods or to reduce (reduce) the purchase price even without the otherwise required deadline if the purchaser’s customer as a consumer of the sold, movable new goods (consumer goods purchase) due to the lack thereof Goods could request the return of the goods or the reduction (reduction) of the purchase price against the customer or the customer has the right of recourse resulting from this. We are also obliged to reimburse the purchaser’s expenses, in particular transport, travel, labor and material costs,
(8) The obligation according to § 6 Paragraph 7 is excluded insofar as there is a defect due to advertising statements or other contractual agreements that do not originate from us, or if the customer has given the end consumer a special guarantee. The obligation is also excluded if the customer himself was not obliged to exercise the warranty rights towards the end consumer due to the legal regulations or did not make this complaint against a claim made to him. This also applies if the purchaser has given the consumer more than the legal guarantee.
- Joint liability
(1) Any further liability for damages than provided for in § 6 is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from fault at the conclusion of the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with § 823 BGB.
(2) The limitation according to paragraph 1 also applies insofar as the purchaser demands reimbursement of useless expenses instead of a claim for compensation for the damage.
(3) As far as the liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, employees, representatives and vicarious agents.
- Retention of title
(1) We reserve ownership of the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if it is not always expressly invoked. We are entitled to take back the purchased item if the customer behaves contrary to the contract.
(2) The customer is entitled to properly sell and / or use the reserved goods in business transactions as long as he is not in default of payment. Pledges or collateral assignments are inadmissible. The purchaser hereby assigns the customer’s claims from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item was resold without or after processing. As a precaution, we already accept the assignment. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim
(3) As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is attached or subject to other third party interventions so that we can assert our property rights. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incurred.
(1) This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) Place of performance and exclusive place of jurisdiction for all legal matters is our registered office (Bad Homburg).
(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
(4) Should individual provisions of this contract be or become ineffective or contain a gap, the remaining provisions remain unaffected. The parties undertake to replace the ineffective provision with such legally permissible provision that comes closest to the economic purpose of the invalid provision or fills in this gap.