Conditions
Terms of Service
General
1. The following conditions of sale apply to all our offers, deliveries and services, including information and advice. They also apply to future business relationships with customers, even if we do not explicitly refer to them when the contract is concluded.
2. Other conditions - especially general purchasing conditions of our customers - do not apply, even if we no longer expressly disagree on presentation. Oral agreements are only valid after written confirmation by us. This also applies to the lifting of the writing requirement.
3. At the latest with acceptance of the goods, the customer accepts our terms and conditions.
Contract
1. Our offers are non-binding unless a binding period has been expressly agreed. The contractual relationship is only concluded when we send the customer an order confirmation that corresponds to his order in the essential components. If our delivery takes place without prior confirmation, then the contract comes about through the provision of the service, whereby our invoice also counts as an order confirmation regarding the terms of the contract.
2. Part of each offer by us are the present terms and conditions.
3. Documents, illustrations, drawings, weight and measurement units, data belonging to the offer; References to standards and information in advertising materials are not statements of quality, assurances of features or guarantees, unless they are expressly and in writing designated as such. Assurances about product quality will only become part of the contract if expressly confirmed in writing. This also applies to prospectus information.
4. The electronic signature according to the respective state of the art and according to the legal regulations for this is permissible for an effective contract conclusion. It replaces the written form requirements and is also valid for contract changes.
Property rights
1. Drawings attached to the offers are our property. Rights of use are not transferred to the customer. They may only be made accessible to third parties with our consent and are to be returned to us immediately if a contractual relationship does not materialize.
2. For custom-made products, the customer must check to what extent the workpieces ordered are free of third-party property rights. If third-party rights are impaired in the execution of the order placed by the customer, the customer must indemnify us against all claims asserted by third parties.
3. In international transactions, we assume no liability for the freedom of the goods of us unknown rights or claims of third parties. The review of the intellectual property situation in the country of destination is solely the customer's responsibility. Insofar as the buyer is aware of existing industrial property rights, he must notify us thereof without delay.
4. We retain all development results related to our delivery items. Usage rights are not transferred to the customer. In addition, we reserve the unrestricted use of all models and tools that were made in connection with the respective customer order by us or on our behalf, and that remain in our ownership.
Prices
1. The prices are net prices and apply according to the registered office of AuG Kiel GmbH or Kröger Engineering, excluding packaging, transport and transport insurance.
2. All our prices are fixed prices and not discountable. All customers receive the current unit price.
Payments
1. All payments are due for payment 14 days after date of invoice without deductions. Decisive for the eradication is the receipt of the payment. Bills of exchange and checks are only accepted on the basis of a corresponding agreement and only on account of performance. In these cases, repayment does not take effect until we can finally dispose of the respective amount. All bill of exchange, check and discount charges as well as all other costs are exclusively charged to the customer.
2. Default of payment occurs 14 days after the due date of the invoice. If the time of receipt of the invoice is uncertain, the debtor shall be in default no later than 30 days after the due date and receipt of the consideration.
3. If the customer defaults on a payment, we are entitled, at our discretion, to charge default interest in the amount current percentage points percentage points above the base lending rate or compensation for the precisely calculated damage resulting from the delay. § 353 HGB remains unaffected.
4. Despite our client's provisions to the contrary, we are entitled to first offset the payment against any existing older residual debts. If interest and costs have already arisen, we are entitled to offset payments made by our customer first against the costs, then against the interest and finally against the principal claim.
5. The customer is only entitled to set-off or retention if his counterclaims have been legally established, are undisputed or acknowledged by us.
6. The assignment of all claims of the customer against us to third parties requires our express written consent to be effective. Section 354a HGB remains unaffected.
7. If, after the conclusion of a contract, we become aware of a material deterioration of the customer's financial circumstances (eg application for insolvency proceedings, unfavorable credit information or in the event of late payment), we shall be entitled to cancel outstanding deliveries or services only against advance payment or adequate security Any delivery or service periods may be extended accordingly or dates may be postponed. If we have already delivered, we can demand the immediate payment of our invoice.
8. If we are obliged to advance performance and after the conclusion of the contract we become aware of circumstances in which our right to payment is jeopardized due to the customer's inability to perform, we can prohibit the resale and processing of the delivered goods in addition to the statutory claims based on the reservation of title agreed in the provision and their return or the transfer of the indirect possession of the delivered goods at the expense of the customer and the collection authorization under the conditions of the provision retention of title. Para. 8. revoked. The customer hereby authorizes us to enter his business and pick up the delivered goods. In the return of the goods is a resignation from the contract only if we explain this explicitly.
9. In case of default of payment, we may, after written notification, cease to fulfill our obligations until receipt of the payments. After a reasonable deadline we are in this case entitled to resign.
Shipping and transfer of risk
1. Unless otherwise agreed in writing, the delivery clause shall be the taking over of the packaging, transport and transport insurance.
2. Only at the express request of our customer, we will not cover the delivery by a transport insurance.
3. The packaging is determined by us at its own discretion. The cost of packaging will be charged to the customer.
4. Goods ready to be dispatched are to be taken over immediately, otherwise we are entitled to ship them at our own choice or to store them at the expense of shipping and at the risk of the customer. We are also entitled to the latter if the shipment we accept can not be carried out without our fault. One week after the beginning of storage, the goods are considered delivered.
5. In the absence of any special instructions, the choice of means of transport and the route of transport shall be at our discretion.
6. With the handover to the railway, the forwarding agent or the freight / air carrier or one week after the beginning of the storage, but at the latest when leaving the factory or warehouse, the risk is transferred to our customer, even if we have accepted the delivery.
Dates and deadlines
1. Specified dates and deadlines for our deliveries and services are not binding, unless expressly agreed otherwise in writing. The deadlines do not begin to run until the details of execution required for the provision of the service have been agreed, the customer has provided the information, documents and materials to be procured and, if the advance payment or down payment has been agreed, the agreed price or price Down payment has made. Failure to cooperate and change requests by the customer result in a reasonable postponement of the deadlines or extension of the deadlines by at least the period by which the customer is in arrears with his obligations.
2. Unforeseeable and unavoidable events (eg war, war-like conditions, shortage of energy or raw materials, sabotage, strike) as well as all other operational disturbances or official actions for which we are responsible shall release us from the supply and delivery for the duration of their existence Duty to pay, even if they occur during an already existing default. Deadlines and dates are thereby extended to an appropriate extent. This also applies to deliveries or services on the part of our suppliers for which we are not responsible or which are not punctual or improper.
3. In the event of non-compliance with a binding deadline for reasons for which we are responsible, the customer may - provided that he has demonstrably incurred damage from the delay - be entitled to compensation for delay for each completed week of the delay of 0.5%. up to the height of 5% in total. to demand the value of the part of the delivery with which we are in default. Further claims of the customer are excluded in all cases of late delivery, even after the expiration of a grace period set for us. This does not apply, as far as e.g. in cases of intent, gross negligence or injury to life, body and health. The right of the customer to withdraw after fruitless expiry of a period of grace granted to us remains unaffected. At our request, the customer is obliged to declare within a reasonable period of time whether he withdraws from the contract because of the delay in delivery and / or demands damages instead of performance or insists on the delivery.
4. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item at the time of the customer, in which he is in default of acceptance.
5. We reserve the right to adjust prices and/or delivery times due to delivery bottlenecks in our preliminary products, raw materials or in the energy supply. Our specified delivery dates are non-binding and subject to timely delivery on our part.
Retention of title
1. All delivered goods remain our property (reserved goods) until the fulfillment of all claims, in particular also the respective balance claims, which we are entitled to from the business relationship. This also applies if payments are made on specially designated claims. If the customer is in default of payment, we are entitled to demand the return of the delivered goods. The costs are borne by the customer. This does not apply to the customer's requested or opened insolvency proceedings, as a result of which we are not entitled to demand the immediate return of the delivered goods. Should a bankruptcy trustee not be prepared to pay the (unabridged) remaining purchase price, we will rescind the contract and assert our so-called disqualification right. As the owner of the case, we require the liquidator to hand it over without having to participate as a creditor in the insolvency proceedings.
2. The return of the goods or the assertion of the retention of title does not require prior notice of withdrawal from the contract.
3. The customer always carries out the working or processing of the delivered goods for us. If the reserved goods are processed or inseparably connected with other items not belonging to us, we acquire co-ownership of the new item in proportion of the invoice value of the goods to the other processed or mixed items at the time of processing.
4. If our property lapses due to combination or mixing, the customer hereby assigns to us the property rights to which it is entitled to the new stock or the item to the extent of the invoice value of the reserved goods and stores it for us free of charge. The resulting co-ownership rights are considered reserved goods within the meaning of clause 1).
5. The customer may sell the reserved goods only in the ordinary course of business at its normal terms and conditions, and as long as it is not in default, provided that the claims from the resale pass to us in accordance with the following paragraphs 6 and 7. He is not entitled to other dispositions concerning the reserved goods.
6. The customer's claims from the further processing of the reserved goods are already assigned to us. We accept the assignment. They serve as security for the same extent as the reserved goods.
7. If the reserved goods are sold by the customer together with other goods not supplied by us, the assignment of the claim from the resale shall only apply to the amount of our invoice value of the respective reserved goods sold. In the case of the sale of goods in which we have co-ownership shares in accordance with clause 2, the assignment of the claim in the amount of these co-ownership shares shall apply.
8. The customer is entitled to collect claims from the sale pursuant to clauses 5 and 6 until our revocation. We have the right of withdrawal in the cases specified in the provision "Payments" if the customer is in default of payment, if an application for the opening of insolvency proceedings has been filed or if payment has ceased. In these cases, the customer is obligated to notify us immediately of the assigned claims and their debtors, to provide all information necessary for collection, to hand over the associated documents and to inform the debtors of the assignment. The customer is in no case authorized to assign the claim.
9. If the value of the existing securities exceeds the secured claims by more than 20%, we are obliged to release securities of our choice. The customer must notify us immediately of a seizure or other impairment by third parties.
10. The manufacturer is entitled to refuse a certificate in the area of e-learning in the event of non-compliance with offers, Agreements or personal qualifications. Passing the e-learning test does not entitle you to a certificate.
Liability for material defects
1. Within the framework of the following provisions, we guarantee that the delivered products and services provided are free from defects at the time of transfer of risk of the delivery or service, which cancel the value or suitability for the usual or contracted use or to reduce more than negligibly.
2. If defects in our services and deliveries are given at the time of the transfer of risk, we will at our discretion repair or re-deliver or provide new services free of charge. For wear due to normal use and defects caused by improper use, improper handling, improper storage and failure to comply with the manufacturer's instructions, installation or use, we provide no guarantee. The warranty right expires both in case of improper treatment by the customer and by third parties commissioned by him.
3. Unless expressly agreed otherwise in writing, all information provided on our products, in particular pictures, drawings, technical information and references to standards and specifications contained in our offers and brochures, does not constitute any guarantee of quality and / or durability i.S.d. §§ 443, 276 BGB, but only descriptions or markings. The same applies to the delivery of samples.
4. The customer has to inspect the goods immediately after delivery, even if samples have been provided beforehand, and immediately notify us in writing of any defects or deviations in quantity detected. Otherwise, the goods shall be deemed approved, unless they are defects that were not identifiable during the inspection. The customer must notify us in writing of any hidden defects immediately after discovery of the defect.
5. We have the opportunity to determine the indicated deficiency. In urgent cases of endangerment of operational safety or to prevent disproportionately large damage of the customer, we have to determine the indicated defect immediately. Complained goods must be returned to us immediately upon request. If the customer does not comply with these obligations or makes changes to the goods that have already been complained about without our consent, he loses any rights due to material defects.
6. If we fail to meet our warranty obligations or fail to do so within a reasonable period of time or if the repair remains unsuccessful at first, the customer may set a deadline in writing within which we must fulfill our obligations. Setting a deadline is not necessary if it would be unreasonable for the customer. After unsuccessful expiration of this period, the customer may request a reduction of the price, withdraw from the contract or have the necessary rectification itself or by a third party at our expense and risk. If the repair has been carried out successfully by the customer or a third party, all claims of the customer are settled with reimbursement of the necessary costs reimbursed to him.
7. We assume the costs incurred for the purpose of repair (in particular transport, travel, labor and material costs). Insofar as the expenses increase as a result of the items being transported to a place other than the place of delivery of the customer after delivery, the latter bears the additional costs, unless the transfer corresponds to the intended use. Insofar as we rectify the defect due to a defect, the customer must immediately enable the execution of the work and provide us with the rejected goods for inspection and processing.
8. The costs incurred by any unjustified complaints shall be borne by the customer. These are billed according to expenditure.
9. In the event of failure of the repair or replacement, the customer is entitled, without prejudice to any claims for damages, to demand a reduction of the remuneration or to withdraw from the contract.
10. Claims for defects do not exist in case of insignificant deviation from the agreed condition and only insignificant impairment of usability.
11. Further claims of the customer are excluded in accordance with the provision of retention of title.
12. The proof of a defect is incumbent on the customer.
Power of attorney
1. Sales employees are only authorized to accept orders, but not to accept further declarations of will from the customer and also not to conclude purchase contracts or to submit other legal explanations.
General limitation of liability
1. As soon as nothing else follows, other and further claims of the customer against us, for whatever legal reason, in particular due to breach of duties arising from the debt relationship and from tort, are excluded.
2. This limitation of liability does not apply, as far as mandatory liability, eg. For example, in accordance with the Product Liability Act (in the event of non-compliance with the annual expertise test by a person qualified by the manufacturer), intent, gross negligence on the part of the legal representatives or executives, or culpable violation of essential contractual obligations. In the event of culpable breach of essential contractual obligations, we are liable - except in cases of intent or gross negligence on the part of our legal representatives or executives - only for contractually typical, reasonably foreseeable damage. It also does not apply to damages resulting from injury to life, limb or health and in the absence of a guaranteed quality, if and insofar as the guarantee is intended to protect the customer against damage not caused to the delivered goods themselves.
3. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, employees, employees, legal representatives and vicarious agents.
4. Claims for damages and material defects, which the customer is entitled to against us, expire one year after delivery of the goods to the customer. This does not apply insofar as the law stipulates longer periods in § 438 (1) no. 2 and § 479 (1) of the German Civil Code as well as in cases of injury to life, limb or health, intentional or grossly negligent breach of duty by us and malicious concealment of a defect. The legal regulations regarding expiration inhibition, inhibition and new beginning of the deadlines remain untouched. In the case of claims for damages according to the Product Liability Act, the statutory limitation provisions apply. Even in the case of intentional and grossly negligent breaches of duty, the statutory limitation rules apply.
Miscellaneous
1. The legal relationship between the parties is established exclusively in accordance with German law to the exclusion of the UN Convention on the International Sale of Goods (UNCITRAL / CISG).
2. If the customer is a merchant, the place of jurisdiction is the registered office of AuG Kiel GmbH or Kröger Engineering. However, we are entitled to sue the customer at the court of his registered office. Unless otherwise stated in the order confirmation, the place of performance for our services is the location of our registered office. For payment obligations, the place of performance is the registered office of Kröger Engineering.
3. Should individual provisions of these General Terms and Conditions be wholly or partially invalid or void, the parties to the contract undertake to agree to a provision by which the purpose and purpose pursued by the invalid or void provision is largely achieved.
4. The customer agrees and informs that all data concerning him from the business relationship is stored within the framework of electronic data processing.
Severability clause
If individual provisions of these GTC are or become ineffective or unlawful, this shall not affect the validity of the remaining provisions and the entire legal transaction. Up to the effective new regulation, the legal regulations closest to the will of the GTC apply.
October 6st, 2017
AuG Kiel GmbH
Managing director
© AuG Kiel GmbH