Terms and conditions
Terms and conditions of sale, delivery and payment (AGB)
1. general, scope of application
All deliveries and services – including consulting services in seminars, training events, courses, etc. as well as on-site at the customer’s premises – arising from contracts are subject to these terms and conditions as well as any separate contractual agreements. Conflicting or deviating terms and conditions of purchase of the customer shall not become part of the contract even upon acceptance of the order, unless we have expressly agreed to their validity in writing. The same applies to supplementary regulations in the customer’s general terms and conditions of business, unless these supplementary regulations favour and are in no way connected with clauses which are not to be valid according to our terms and conditions of sale, delivery and payment (hereinafter referred to as: terms and conditions of sale). Our terms and conditions shall also apply even if we carry out the delivery without reservation in the knowledge of conflicting or deviating terms and conditions.
2. offer, order, conclusion of contract
Our offers are subject to change. All orders placed with us, contract amendments and supplements as well as collateral agreements shall become binding if confirmed by us in writing. Orders placed by telephone or in any other form shall be deemed to have been accepted when the goods or confirmation of registration and the invoice have been sent.
3. prices, cancellation, payment
1. our prices are ex works plus packaging and shipping costs. Value added tax at the respective statutory rate is added to the prices. In case of special requests (express delivery) a separate calculation of the freight cost difference will be made.
2 We reserve the right to change our prices appropriately if, after the conclusion of the contract, cost increases occur, in particular due to collective agreements or increases in the price of materials, for which we are not responsible. If the agreed delivery period is longer than one month from the conclusion of the contract, we shall be entitled to charge the prices according to our price lists valid on the day of delivery.
3. binding registrations for seminars, further training events, courses, etc. made by telephone or in any other form can be cancelled in writing up to 14 days before their execution. After this date, a fee of 100% of the fixed participation fee must be paid despite cancellation. However, there is always the possibility to nominate a substitute person. The number of participants per seminar, training event, course etc. must be at least 10 persons in total. If this is not the case, we reserve the right to cancel the seminar, training event or course etc. at least one week before the start.
4. the customer is only entitled to withhold payments or offset them against counterclaims if his counterclaims are undisputed, legally binding or acknowledged by us.
5. our invoices are payable within 10 days of the invoice date. Other terms of payment or payment conditions shall become binding if they have been confirmed by us in writing. The customer shall be in default of payment upon receipt of the first reminder or 30 days after the due date and receipt of the invoice or equivalent payment schedule in accordance with § 286 para. 3 BGB. In the event of default, we shall be entitled – subject to proof of further damage caused by default – to default interest in accordance with § 188 BGB and § 247 BGB.
6. if a customer is in default with a payment, all other claims shall become due for payment immediately, without the need for a separate notice of default.
7. we are entitled to assign claims from deliveries and services for financing purposes.
4. terms of delivery
1. the delivery time results from the agreements of the contracting parties. Its observance presupposes that all commercial and, if applicable, technical questions have been clarified between the contracting parties and that the customer has fulfilled all obligations incumbent upon him, such as e.g. documents or the payment of a deposit. This shall not apply if we are responsible for the delay.
2. all orders shall only be deemed to have been accepted with the reservation of self-supply. Compliance with an agreed delivery period is subject to correct and timely delivery by our suppliers, unless we are responsible for the non-delivery or delay.
3. the delivery period shall be deemed to have been observed if the delivery item has left the factory or readiness for dispatch has been notified by the time of its expiry.
4. if the failure to comply with the delivery period is due to force majeure, industrial disputes or other events beyond our control, the delivery period shall be extended accordingly. This also applies if these hindrances occur during the delay or at the supplier’s premises.
5. the customer can withdraw from the contract without setting a deadline if the entire performance becomes finally impossible for us before the transfer of risk. In addition, the customer may withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and the customer has a justified interest in refusing partial delivery. If this is not the case, the customer must pay the contract price for the partial delivery. The same applies in case of inability to perform. If the impossibility or incapacity occurs during the delay in acceptance or if the customer is solely or predominantly responsible for these circumstances, he shall remain obliged to provide consideration.
6. if the customer is in default of acceptance, we are entitled to demand compensation for the additional expenses. If he culpably violates his obligation to cooperate, he is also liable for damages.
7. partial deliveries are permissible, unless the partial delivery is objectively of no interest to the customer.
8. if an order is cancelled by the buyer before delivery of the goods, we are entitled to charge the buyer for all costs incurred by the cancellation. This applies in particular to the cancellation and withdrawal costs charged by our suppliers.
9. taking back and return of goods which are free of defects may only be carried out free domicile to us with our express consent.
10. in the case of returns and exchange deliveries for which we are not responsible, we will charge 10% of the returned value of the goods, but at least € 15,- for additional transport and storage costs and for additional administrative expenses.
5. transfer of risk, acceptance
1. the risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer – even in the case of carriage paid delivery – when the delivery item has left our premises, even if partial deliveries are made.
2. if a consignment arrives in a damaged condition, the customer must immediately have the damage recorded – as far as possible by the carrier – or record it himself in order to secure his claims. Obvious defects must be reported to us in writing and specified within 10 days of receipt of the goods, enclosing samples, the delivery bill or stating the customer number, invoice or delivery note number.
3. if dispatch or acceptance is delayed or not carried out due to circumstances not attributable to us, the risk shall pass to the customer on the day of notification of dispatch or readiness for acceptance.
6. reservation of title
1. we reserve the title to the delivered goods until receipt of all payments (including all payments for incidental claims, claims for damages or other claims, irrespective of the legal basis) arising from the business relationship with the customer, even if the purchase price for specially designated claims has been paid. In the case of current accounts, the reservation refers to the acknowledged balance. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and take back the reserved goods in accordance with the statutory provisions. After withdrawal and taking back the reserved goods, we are entitled to sell them; the proceeds of the sale shall be credited against the customer’s liabilities – less reasonable costs of sale. The customer is obliged to treat the reserved goods with care.
2. in the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
The customer is entitled to resell the goods subject to retention of title in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claims which accrue to him from the resale against his customers or third parties. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claims ourselves remains unaffected by this. We undertake, however, not to collect the receivables as long as the customer meets his payment obligations from the proceeds received and does not fall into arrears. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, displays the associated documents and informs the debtor (third party) of the assignment.
4. we undertake to release the securities to which we are entitled at the customer’s request to the extent that the realisable value
In the event of defects in the object of sale, the customer shall have the following rights to the exclusion of further claims – subject, however, to Section 8:
1. the customer’s rights in the event of non-contractual performance presuppose that the customer has duly fulfilled his obligations to examine and give notice of defects in accordance with §377 HGB (German Commercial Code).
2. insofar as a claimed material defect consists in the absence of a characteristic that we have attributed to the subject of the contract in an advertising statement (§434 para. 1 sentence 3 BGB), the customer must prove that the advertising statement was partly responsible for his decision to purchase. Otherwise there is no material defect.
3. in the event of a defect in the delivery item, we are entitled at our discretion to subsequent performance by remedying the defect or to replacement delivery. Replaced delivery items become our property. The expenses necessary for the purpose of subsequent performance shall be borne by us. If the type of subsequent performance chosen by us is impossible or involves disproportionate costs, we are entitled to refuse this type of subsequent performance. In this case, the customer is entitled to demand the other type of supplementary performance. Should this also be impossible or involve disproportionate costs, the customer’s right to subsequent performance shall lapse.
4. in case of a defect of the delivery item within the framework of the legal regulations, the customer has the right at his choice to reduce the remuneration or to withdraw from the contract, if we – taking into account the legal exceptions – allow a reasonable period of time set for us for subsequent performance due to a material defect to elapse fruitlessly, if the type of subsequent performance to which the customer is entitled fails or if it is unreasonable for us. If there is only an insignificant defect, the customer is only entitled to a right to reduce the purchase price. In case of insignificant shortfalls of up to 2% of the total delivery, the reduction is also excluded.
5. liability for replacement deliveries and rectification of defects shall apply to the same extent as for the original delivery item, but shall be limited in time until the end of the limitation periods due to defects of the original delivery item. The period for liability for defects in the delivery item shall be extended by the time required by us for the inspection and rectification of defects.
6. the customer has no claim for defects if the defects are due to the following causes: unsuitable or improper use, faulty processing by the customer or third parties, faulty or negligent handling, chemical, electrochemical or electrical or other environmental influences (in particular storage outdoors or summer temperatures) or other influences after the transfer of risk, unless we are responsible for them.
For damages that have not occurred to the delivery item itself, we are liable – for whatever legal reasons – only in the case of
– intent and gross negligence,
– culpable injury to life, body, health,
– in case of fraudulently concealed defects,
– in the case of the provision of a guarantee of quality or durability, liability shall, however, be limited to the direct scope of the guarantee,
– in the event of defects in the delivery item, insofar as liability is assumed under the Product Liability Act for personal injury or property damage to privately used items.
In the event of culpable violation of essential contractual obligations, we shall also be liable for simple negligence, but limited to the damage typical for the contract and reasonably foreseeable at the time of conclusion of the contract. Any further claims, especially for other financial losses, are excluded. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.
9. statute of limitations
1. the limitation period for claims due to defects of the subject matter of the contract is, subject to clause 2, in principle one year from the beginning of the statutory limitation period. This shall also apply to consequential damages.
2. insofar as claims for damages are asserted in tort, under the Product Liability Act or due to injury to life, body or health, the statutory limitation periods shall apply.
3. the statute of limitations for other claims due to the violation of non-defect-related protection obligations shall be two years from the beginning of the statutory limitation period.
4. suspension of the limitation period due to ongoing negotiations pursuant to § 203 sentence 1 BGB requires that the customer asserts the claims asserted by him in writing.
10. applicable law, place of jurisdiction
All legal relations between the customer and the customer shall be governed exclusively by the law of the Federal Republic of Germany applicable to the legal relations between domestic parties, excluding the provisions of the UN Convention on Contracts for the International Sale of Goods of 11.04.1980 and comparable international regulations. For export transactions, the international rules on the interpretation of customary forms of contract (Incoterms 2000) shall apply additionally.
2. the exclusive place of jurisdiction, also for the dunning procedure after transition to the disputed procedure, is Friedberg (Hesse). However, we are also entitled to sue the customer at his place of business.
3 The agreement on the place of jurisdiction in accordance with the above number 2 sentence 1 shall also apply if the customer has no place of jurisdiction in Germany or if his place of residence or usual abode is unknown.
4. for deliveries and services to customers abroad, it is expressly agreed that all costs of the legal agreement by the supplier in the event of default of payment by the customer, both in and out of court, shall be borne by the customer.
Stericop GmbH & Co. KG