General Terms and Conditions of Artecc GmbH
Validity of the conditions:
all our deliveries, services and offers are made exclusively on the basis of the following delivery and payment conditions. These also apply to all future terms and conditions, even if they are not expressly agreed again. Counter-confirmations by the customer/buyer with reference to their terms and conditions of business or purchase are hereby contradicted. Deviations from these conditions are only effective if we confirm them in writing.
Offer and conclusion of contract:
Our offers are non-committal and non-binding. Declarations of acceptance and all orders require our written or telex confirmation to be legally effective. The same applies to supplements, amendments or additional addresses. Technical and other performance data are only binding if expressly agreed in writing.
unless otherwise stated, we are bound by the prices contained in our offers for 30 days from their date. The prices stated in our order confirmation plus the respective statutory sales tax are decisive. Additional deliveries and services will be charged separately. All prices are net ex works, without packaging. If our sub-suppliers make a price increase or a price-increasing quality change, we reserve the right to increase the price accordingly.
Delivery and service delays:
The dates and deadlines specified by us are non-binding unless otherwise expressly agreed in writing. Delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for us – this also includes subsequent difficulties in procuring materials, operational disruptions, strikes, lockouts, lack of personnel, lack of means of transport, official orders, etc., even if they occur at our suppliers or their sub-suppliers, we are not responsible, even in the case of bindingly agreed deadlines and dates. They entitle us 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 that has not yet been fulfilled. If the hindrance lasts longer than three months, the customer/buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part that has not yet been fulfilled. If we are responsible for non-compliance with binding deadlines and deadlines, or if we are in default, the orderer / buyer is entitled to compensation for delay in the amount of ½% for each full week of delay, but in total up to a maximum of 1% of the invoice value deliveries and services affected by the delay. Any further claims are excluded, unless the delay is due to at least gross negligence on our part.
Molds and tools:
Moulds, tools and other devices that were manufactured by us for the execution of the order remain our property until the costs incurred for them have been paid separately from the respective further order. If only proportionate costs for molds / tools / devices are charged, we retain ownership of the molds / tools / devices. If moulds/tools/equipment are manufactured according to the customer’s/buyer’s documents, he is responsible for the correctness of the drawings, dimensions and numbers contained therein. If molds / tools / devices are provided by the customer / buyer, he is obliged to check them for their suitability and freedom from defects. Defective deliveries and services resulting from a lack of suitability or errors do not entitle the customer / buyer to exercise warranty rights. Rather, he is obliged to accept these deliveries and services and to pay the agreed price for them. The orderer/buyer is responsible for ensuring that protective judges of third parties are not violated in the case of the submitted documents for the manufacture of moulds/tools/devices or the submission of finished tools/moulds/devices.
Transfer of risk:
The risk passes to the orderer/buyer as soon as the shipment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipment. If shipment becomes impossible through no fault of our own, the risk passes to the orderer/buyer upon notification of readiness for shipment.
Complaints about obvious errors, in particular regarding the number of pieces, quality of the goods, etc. must be made in writing immediately, but no later than 8 days after receipt of the goods. We do not recognize later complaints of this kind. In the case of justified complaints of the above type or in the case of justified complaints about non-obvious errors, we will provide a free replacement within a 6-month limitation period, calculated from receipt of the goods, if there is evidence of faulty material, faulty construction or quality defects. A defective partial delivery will be replaced by a defect-free one. A replacement will only be made if the defective items are returned. At our discretion, we are also entitled to remedy the defect in the delivery items or parts instead of providing a replacement service. If the replacement delivery or the rectification of defects fails, the customer/buyer reserves the right to demand a reduction in payment or, at his option, cancellation of the contract. Liability for normal wear and tear is excluded. Warranty claims against us are only directly available to the orderer/buyer and are not assignable. The warranty expires if the delivery item has been modified by someone else, or if improper handling has led to a defect in the delivery item. Likewise, no guarantee is accepted for cases of damage that can be traced back to natural wear and tear, negligence, improper work during installation and assembly or improper operation. Objects that are the subject of a complaint are to be sent to us postage paid or carriage paid so that we can check whether there is a warranty case. The warranty period is not extended or renewed by repair or replacement delivery. We provide a guarantee for guaranteed properties and freedom from defects in accordance with the current state of the art. General design changes or improvements made prior to delivery do not justify complaints or notices of defects. The above paragraphs finally contain the warranty for the products and exclude other warranty claims of any kind. We are only liable for consequential damage caused by a defect insofar as there is grossly negligent or intentional breach of contract by us or our legal representatives or executives, limited in total to the amount of the invoice value of the last delivery or partial delivery to the customer/buyer to which the defective parts belong.
Retention of title:
until the fulfillment of all claims (including all balance claims from current accounts) to which we are entitled for any legal reason against the customer/buyer now or in the future, we shall be granted the following securities, which we will release at our discretion upon request, insofar as their value exceeds the claims sustainably exceeded by more than 20%. The goods remain our property. Processing or transformation always takes place for us as the manufacturer, but without any obligation for us. If our (co-)ownership expires through connection, it is already agreed that the (co-)ownership of the orderer/buyer in the uniform item is transferred to us in proportion to the value (settlement value). The customer/buyer keeps our (co-)ownership free of charge. Goods to which we have (joint) ownership are referred to below as reserved goods. The orderer / buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or collateral assignments are inadmissible. The orderer/buyer already assigns to us in full the claims arising from the resale or any other legal reason (insurance, tort) with regard to the reservation (including all balance claims from current accounts) by way of security. We revocably authorize the customer / buyer to collect the claims assigned to us on account in his own name. This direct debit authorization can only be revoked if the orderer/buyer does not properly meet his payment obligations. If third parties access the reserved goods, the orderer/buyer will point out our ownership and notify us immediately. If the customer/buyer behaves in a manner that is contrary to the contract – in particular default in payment- we are entitled to take back the goods subject to retention of title or, if necessary, to demand the assignment of the customer’s/buyer’s claims for surrender against third parties. Taking back or pledging the goods subject to retention of title by us does not constitute a withdrawal from the contract.
unless otherwise agreed, our invoices are payable at the latest 30 days after invoicing without deduction. We are entitled to initially offset payments against older debts, despite the customer’s/buyer’s provisions to the contrary. If costs and interest have already been incurred, we are entitled to offset the payment first against the costs, interest and finally against the main service. Bills of exchange are only accepted after special prior agreement. Bills of exchange or checks are only accepted on account of performance and only count as payment after they have been honoured. If the customer/buyer defaults on payment or if his financial situation deteriorates significantly after the conclusion of the contract, all our claims from the business relationship, even in the case of a previous deferral, become due immediately. This also applies if we have accepted bills of exchange and checks. In this case, we are also entitled to demand advance payments or the provision of security. The customer/buyer is only entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.
Applicable law, place of jurisdiction, partial invalidity:
The law of the Federal Republic of Germany applies to these terms of delivery and payment and the entire legal relationship between us and the customer/buyer. As far as legally permissible, Ulm is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. Should a provision in these terms of delivery and payment or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.