General Terms and Conditions of Business
1. Scope
1.1 We carry out all our deliveries and render all our services exclusively on the basis of the validity of these conditions of delivery and payment. We shall not acknowledge the customer's conditions to the contrary unless we had expressly approved their validity.
1.2 Our conditions of delivery and payment also apply to future transactions even if we do not include them in each individual case.
2. Offers and orders
2.1 Our offers are non-binding insofar as a binding offer was not expressly made.
2.2 In any case, our confirmation of order is authoritative, and may be included with the goods in the form of an invoice. If customers object to the content of the confirmation of order, they must object to the confirmation of order without delay. In particular in the case of remuneration rates/analysis results/processing losses resulting from branch practises. Otherwise, the contract shall be brought about in accordance by way of the confirmation of order.
2.3 Specimens and samples are deemed approximate items that provide an overview in respect of quality, size and colour.
3. Prices
3.1 The prices stated by us only apply to the individual order, and not to subsequent orders. They apply ex works, and do not include packaging, freight, insurance, customs duties or VAT.
3.2 Precious metals shall, on each occasion, be calculated using the daily prices valid at the time of delivery.
3.3 Insofar as we experience costs increases that are unforeseeable from our point of view in the period following conclusion of contract and up to execution of the order, we shall be entitled to adjust the prices as part of the changed circumstances and without charging additional profit.
4. Payment
4.1 The following payment conditions apply: in the case of cash sales, the purchase price is payable without deduction immediately upon receipt of the goods. Sale on credit is subject to an agreement. The deduction of trade discounts is not permitted.
4.2 Bills of exchange and cheques shall only be accepted as payment on the basis of an express agreement. Discount charges and other exchange costs shall be borne by the customer.
5. Setting off and retentionThe customer may only set off using counter-claims that are undisputed or have become res judicata. Asserting a right of retention shall only be permitted if it is based on the same contractual relationship and if the counter-claims used as the basis for setting off are not disputed or have become res judicata.
6. Delivery/ passing of risk / default
6.1 The goods shall be transported to the customer, and in the event of a return based on a justified complaint, at the customer's cost and risk. The risk passes to the customer upon dispatching the goods. This also applies if we have agreed on freight-free forwarding in individual cases.
6.2 If we select the mode of transport, route or shipping person, we shall only be liable in respect of culpability in respect of the affected selection.
6.3 Claims for delay compensation may only be lodged against us if the delay is attributable to intent or gross negligence on our part, our representatives or vicarious agents.
7. Material defects/ liability for defects
7.1 If the customer is a consumer within the meaning of Section 13, BGB1, he shall be entitled to make use of statutory claims without change in the event of a defect.
7.2 If the customer is an entrepreneur within the meaning of Section 14, BGB, the following regulations shall apply in the event of a defect:
a) The customer undertakes upon accepting or receiving the delivery to check the delivery without delay and inform us in writing without delay of identifiable defects. We must be notified in writing of hidden defects without delay once they are identified. Otherwise, the delivery shall be deemed authorised.
b) Insofar as a defect is our responsibility, we shall be entitled to provide subsequent performance at our discretion either by eliminating the defect or supplying a fault-free item. If the subsequent performance
is rejected by us, fails or is unacceptable for the customer, the customer may, at his own discretion, withdraw from the contract or request a reduction in the purchase price.
c) The customer's claims regarding defects shall fall under the statute of limitations in 12 months from delivery or the provision of service. This does not apply insofar as the law specifies longer periods in the case of fraudulent intent or recourse by the entrepreneur.
8. Compensation
8.1 We are liable for intent and gross negligence. We shall only be liable for minor negligence if the matter in concern involves the violation of key contractual obligations that arise from the nature of the contract or if jeopardising such obligations jeopardises the purpose of the contract. In such cases claims for damages shall be limited to foreseeable damage that is typical in the case of such contracts. In other respects in the case of minor negligence the customer's claims for damages are excluded whatever the legal grounds on which they are based.
8.2 The above limitation on liability does not apply to claims resulting from the German Product Liability Act in the event of a threat to a person's life, physical injury or detrimental effects on health.
8.3 In the case of claims for damages regarding material defects, the limitation on liability shall not apply if we have maliciously concealed a defect or have assumed a guarantee for the quality of the item. In the case of entrepreneurs, the provision set out in 7.3 applies accordingly to the statute of limitations involving claims for damages based on material defects.
9.0 Reservation of title
9.1 The supplied goods shall remain our property as reserved goods until payment in full of the purchase price and settlement of all existing accounts receivable resulting from the business association and the accounts receivable that shall arise in the future on the basis of the subject matter of purchase. The discontinuation of individual accounts receivable in respect of an ongoing account or drawing up a balance and their recognition shall not rescind the reservation of title. If cross liability is justified on our part in conjunction with payment of the purchase price by the customer, the reservation of title shall only expire if our utilisation is excluded from the bill of exchange.
9.2 If the customer defaults in payment or if it becomes apparent that our payment claims are jeopardised as a result of a lacking ability to pay on the part of the customer, we shall be entitled to reclaim the goods on the basis of the reservation of title. A withdrawal from this contract is not a prerequisite for such a reclaim.
9.3 The customer is to inform us in writing without delay in the event of seizure or other third-party intervention. The customer shall carry all costs that need to be disbursed to ward off the intervention and replace the delivery item insofar as they cannot be collected by the third-party. The customer undertakes at his cost to insure the reserved goods appropriately in our favour against loss and damage. In the event of damage insurance claims are hereby assigned to us at this point in time.
9.4 The customer is entitled to dispose of the delivery item as part of ordinary business activities subject to the withdrawal that is permissible on the basis of good cause. Transfer of ownership by way of security and pledging are, in particular, not permitted. In the event of resale, the customer assigns to us at this point in time all claims resulting from the resale, in particular payment claims and other claims that arise in conjunction with the sale, in the sum of the total invoice amount (including VAT) irrespective of whether or not the delivery item was resold with or without processing. In the case of withdrawal by us that is permitted on the basis of good cause, the customer shall be entitled to collect the assignment of claims in a fiduciary capacity. The resale of claims as part of genuine factoring shall be subject to our prior approval. On the basis of good cause we shall be entitled,
to disclose the assignment of claims, including in the customer's name, to the third-party debtors. The customer's authority to collect shall expire upon the assignment to the third-party debtors. In the event of withdrawing the collection authority we may request that the customer informs us of the assigned claims and their debtors, that he provides us with all the necessary information, surrenders to us the appertaining documents and informs the debtors of the assignment.
9.5 Finishing and processing the delivery item shall, at all times, be carried out on our behalf. We are deemed a manufacturer within the meaning of Section 950 BGB without resulting obligation on our part. If the delivery item is processed with items that are not our property, we shall acquire co-ownership of the new item in the proportion of the value of the invoice amount to the acquisition price of the other processed goods. In other respects the requirements that apply to the delivery item also apply to the item created as a result of the processing.
If the delivery item is inseparably mixed or blended using items that are not our property, we shall acquire co-ownership of the new item in the proportion of the final invoice amount of the delivery item to the value of the other mixed / blended items at the time of mixing / blending. If the mixing / blending occur such that the customer's item is to be regarded as the primary item, it is deemed agreed upon that the customer assigns proportionate co-ownership to us. The customer shall store on our behalf items that are wholly owned or co-owned.
10. Right of lien
10.1 We are in agreement with the customer to the extent that we are entitled to a right of lien in respect of the items of which we gain possession in conjunction with executing this contract for the existing and future claims that we have against the customer on the basis of the same legal relationship. This also applies to the customer's expectancy of acquisition of ownership.
10.2. We are further in agreement with the customer to the extent that we are entitled to a right of lien, for our claims against the customer resulting from this contract, in respect of the customer's claims against us resulting from contracts entered into in the past and those that shall be entered into in the future.
10.3. If the realisable value of the securities provided for us exceed our secured claims by more than 20 % solely on the basis of this pledging regulation or in conjunction with other securities, we shall, insofar, be entitled at our discretion to release securities if the customer requests such action.
11. Place of performance, place of jurisdiction and applicable law
11.1 Pforzheim is deemed the sole place of performance for both parties in respect of delivery and payment.
11.2 In the case of merchants, Pforzheim is deemed the place of jurisdiction for all legal disputes resulting from the contractual relationship, its creation or its validity, including in respect of actions arising out of bills or cheques, or at our discretion the court with jurisdiction for the customer's registered office.
11.3 The contractual relationship is solely subject to German law. The UN Convention on Contracts for the International Sale of Goods does not apply.
