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1. general
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1.1 Our offers shall be made in commercial transactions exclusively on the basis of and subject to our General Terms and Conditions, which shall always become an integral part of the contract.
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1.2 Our terms and conditions shall apply to all present and future business relations with the customer. Deviating general terms and conditions of our customers shall only become part of the contract if we expressly acknowledge their inclusion in writing before or upon conclusion of the contract.
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1.3 Counter-confirmations of our customers with deviating terms and conditions are already now expressly contradicted.
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2 Offer/Acceptance/Conclusion of Contract
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2.1 Our offers are subject to change and are made subject to prior sale. We reserve the right to make technical changes as well as changes in shape, color and/or weight within the scope of what is reasonable.
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2.2 Orders received by us shall not be accepted until the order confirmation has been sent. The conclusion of the contract is subject to correct and timely delivery by our suppliers. Our sales representatives are not authorized to conclude the contract.
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2.3 Amendments and supplements to the agreement made require our written confirmation to be effective. The same shall apply to any waiver of the written form requirement.
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3 Technical data
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All technical data in our offers and order confirmations are manufacturer’s specifications. They do not constitute a separate contractual agreement. Claims for damages based on incorrect technical data or on the incorrect reproduction of technical data are excluded except in cases of intent or gross negligence.
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4 Shipment, Transfer of Risk, Partial Delivery
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4.1 In the absence of a separate agreement, packaging, shipping route and means of transport shall be left to our choice.
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4.2 Shipment shall be made for the account and at the risk of the customer. The risk shall pass to the customer when the goods are handed over to the first carrier – even in the event of an agreement on freight-free delivery. If the customer collects the goods himself, the risk shall pass to the customer 2 days after receipt of the notice of availability.
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4.3 Partial deliveries are permissible.
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4.4 Excess and short deliveries are permissible to the extent customary in the trade.
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5 Delivery period, delivery dates, hindrance of delivery
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5.1 We shall endeavor to comply with delivery dates.
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5.2 If the delivery period is exceeded, the customer shall grant us a reasonable extension of at least 3 weeks.
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5.3 Delivery periods shall commence upon receipt by us of all data required for the execution of the order, but no earlier than upon receipt by the customer of the order confirmation.
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5.4 Delivery periods shall be interrupted as soon as the customer fails to fulfill his obligations towards us.
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5.5 Delivery periods and dates shall also be deemed to have been complied with upon notification of readiness for dispatch if the goods are not dispatched or collected by the customer in good time through no fault of our own.
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5.6 If we are prevented from timely delivery by circumstances or events for which we are not responsible and which make timely performance impossible or unreasonably difficult, e.g. traffic or operational disruptions, shortage of raw materials or energy, lawful strike or lockout, the delivery period shall be extended accordingly. The same shall apply if the aforementioned circumstances occur at our sub-suppliers, whereby the legality of the industrial action shall not be relevant there.
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5.7 If it is not possible for us to fulfill the contract within the extended period or only with unreasonable impediments to performance, we shall be entitled to withdraw from the contract. In this case, claims for damages by the customer shall be excluded except in cases of intent and gross negligence on our part. If we are unable to fulfill the contract in whole or in part for one of the reasons listed above under item 6.
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6. above, we shall be released from our obligation to perform.
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5.8 If, in the event of default, the customer sets us a reasonable grace period with a threat of refusal, he shall be entitled to withdraw from the contract after the fruitless expiry of the grace period. The customer shall only be entitled to claims for damages due to non-performance if the delay is attributable to intent or gross negligence on our part.
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6 Warranty / Compensation for Damages
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6.1 The customer is obliged to inspect the goods immediately upon receipt for damage, defects and completeness. Noticeable damage, defects and shortages must be reported in writing without delay, but at the latest within 14 days of handover.
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In this respect, the timely dispatch of the notification is decisive. If the customer allows this period to elapse, the delivery item shall be deemed to be in conformity with the contract. Later objections are excluded except in the case of intent or gross negligence on our part or in the case that the law mandatorily prescribes longer material defect claims. The warranty period is one year from delivery of the goods.
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However, the prerequisite for the assertion of claims for material defects is proper maintenance in accordance with the operating instructions as well as the intended use of the products using the prescribed consumables.
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6.2 In deviation from paragraph VI. 1, the customer shall notify the carrier of any transport damage within 4 days by registered letter with advice of receipt, unless the complaint has already been made upon delivery and noted on the shipping documents. Furthermore, we must also be notified immediately of any transport damage, enclosing the damage report of the transport company.
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6.3 In the event of a justified complaint by the customer, we shall be entitled, at our discretion, to make a replacement delivery or to remedy the defect. If this fails, the customer may, at its option, demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal). However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the customer shall not be entitled to withdraw from the contract.
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6.4 Further claims, in particular for compensation for consequential damages, shall be excluded, unless they were caused intentionally or by gross negligence on our part. This shall not apply if liability is mandatory by law, e.g. under the Product Liability Act or due to the absence of a warranted characteristic or due to an injury to life, limb or health of the customer. In these cases, however, our liability shall be limited to the foreseeable damage typical for the contract in the event of merely negligent breach of duty. Insofar as the customer is entitled to claims for damages in accordance with these provisions, these shall become statute-barred within a period of 12 months. The limitation period begins with knowledge of the circumstances. In any case, the customer is obliged to inform us immediately in writing about relevant circumstances.
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7. prices and terms of payment
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7.1 The prices are ex works excluding packaging plus the applicable statutory value added tax.
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7.2 Payments shall be made free Supplier’s payment office.
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7.3 The Customer may only offset such claims as are undisputed or have been finally determined by a court of law.
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7.4 If the customer defaults on a payment, all further claims, even if not yet due, shall become due immediately. Furthermore, with regard to orders not yet executed, the customer shall be liable for advance performance.
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7.5 The same shall apply if the economic situation of our customer deteriorates significantly after conclusion of the contract.
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7.6 In the event of default, we shall charge interest at a rate of 8 percentage points above the respective prime rate of the European Central Bank. We reserve the right to claim further damages. The customer shall be permitted to prove that the damage is lower than the flat rate.
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7.7 In the event of suspension of payment, composition or bankruptcy, quantity discounts, cash discounts, etc. shall be forfeited.
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7.8 If delivery is to take place more than 4 months after conclusion of the contract, we reserve the right to pass on the additional costs incurred by the supplier to the customer by means of an adjustment of the agreed remuneration in the event of an increase in the price-forming factors applicable at the time of conclusion of the contract, in particular costs for materials, wages, transport, public charges.
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8. retention of title
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8.1 We retain title to the delivered goods until receipt of all payments for deliveries of goods arising from the business relationship with the customer.
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8.2 The customer shall be entitled to resell the goods in the ordinary course of business as long as he fulfills his contractual obligations. He shall not be permitted to pledge the goods or enter into a security agreement. The customer shall notify us immediately of any encroachment by third parties on our property.
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8.3 If the customer does not fulfill his obligations towards us, we shall otherwise be entitled to demand the return of the goods subject to retention of title. The customer shall have no right of possession in this respect.
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The demand for return shall not constitute a rescission of the contract in this respect. After taking back the goods, we shall be entitled to realize them; the proceeds of such realization shall be credited against the customer’s liabilities – less reasonable costs of realization.
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8.4 The customer hereby assigns to us the claims against its customers arising from the resale of the goods, including all ancillary rights.
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8.5 He shall remain entitled to collect the claims assigned to the supplier until revoked.
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8.6 The customer shall be obliged to inform us upon request of the amount of the assigned claim and the names and addresses of the resellers.
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8.7 The processing and treatment of the goods by the customer shall always be carried out for us. If the goods are inseparably mixed or combined with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed or combined items at the time of mixing and/or combining.
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9 Liability
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Our liability shall be governed exclusively by the agreements set forth in the preceding sections of this contract.
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According to these agreements, claims for damages by the customer due to a defect shall become statute-barred after one year from delivery of the goods. This shall not apply if we can be accused of gross negligence in the sense of intent or gross negligence, as well as in the case of bodily injury or damage to health attributable to us or in the case of loss of life of the customer.
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In the event of negligent breach of duty, our liability shall be limited to the foreseeable, direct average damage typical for the contract according to the type of goods. Our liability shall be excluded in the event of a slightly negligent breach of immaterial contractual obligations.
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10 Place of performance, place of jurisdiction and applicable law
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10.1 The place of performance for delivery and payment shall be Siegen.
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The place of jurisdiction shall be Siegen. We shall also be entitled, at our discretion, to bring an action at the registered office of our customer’s company.
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10.2 The entire legal relationship shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and similar provisions based on international agreements.
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11 Out-of-court dispute resolution
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We are neither obligated nor willing to participate in a dispute resolution procedure before a consumer arbitration board in the event of a dispute with a consumer.
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12. final provisions
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The legal validity of individual provisions of the contract does not affect the liabilities of the remaining provisions. In place of the invalid provisions, such provisions shall apply that come closest to the economic purpose of the contract while reasonably safeguarding the interests of both parties.
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All rights reserved.
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The texts, images, graphics, sound, video and animation files used on this website are subject to copyright and other laws protecting intellectual property.
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Their dissemination, modification, commercial use or other use requires the prior written consent of FOS Inon Optics GmbH.
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The entire contractual relationship is subject to German law
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Status 19.01.2023
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