Terms of Service
§ 1 General, scope
(1) These general terms and conditions represent the exclusive basis for all legal relationships established between Friedrich GmbH, Salzstraße 2, 72587 Römerstein and its customers. Conflicting or deviating conditions of the customer are not recognized unless Friedrich GmbH had their validity expressly in writing agreed. These general terms and conditions also apply if Friedrich GmbH carries out the delivery to the customer without reservation in the knowledge of conflicting or deviating conditions of the customer.
(2) The General Terms and Conditions apply in the version valid at the time the contract was concluded.
§ 2 Offer, Offer Documents
(1) If the customer's order qualifies as an offer in accordance with § 145 BGB, Friedrich GmbH can accept this within two weeks by means of a written order confirmation.
(2) Friedrich GmbH reserves the property rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents that are marked as "confidential". Before passing them on to third parties, the customer requires the express written consent of Friedrich GmbH.
§ 3 Prices, terms of payment
(1) Unless otherwise stated in the order confirmation, the prices of Friedrich GmbH apply "ex works".
(2) Statutory value added tax is not included in Friedrich GmbH's prices; it is shown separately on the invoice at the statutory rate on the day of invoicing.
(3) The deduction of cash discount requires a special written agreement.
(4) Unless otherwise stated in the order confirmation, the net purchase price (without deductions) is due for payment within 30 days of the invoice date. The statutory rules regarding the consequences of default in payment apply.
(5) The customer is only entitled to offsetting rights if his counterclaims have been legally established, are undisputed or have been recognized by Friedrich GmbH. The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 4 Delivery time
(1) The start of the delivery time specified by Friedrich GmbH presupposes that all technical questions have been clarified.
(2) Compliance with the delivery obligation of Friedrich GmbH also requires the timely and proper fulfillment of the customer's obligation. The exception of the unfulfilled contract remains reserved.
(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, Friedrich GmbH is entitled to demand compensation for the damage incurred, including any additional expenses. Further claims or rights remain reserved.
(4) If the requirements of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the point in time at which the customer is in default of acceptance or payment.
(5) Friedrich GmbH is liable in accordance with the statutory provisions insofar as the underlying purchase contract is a fixed transaction within the meaning of Section 286 Paragraph 2 No. 4 BGB or Section 376 HGB. Friedrich GmbH is also liable under the statutory provisions if, as a result of a delay in delivery for which Friedrich GmbH is responsible, the customer is entitled to assert that his interest in further fulfillment of the contract has ceased to exist.
(6) Friedrich GmbH is also liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which Friedrich GmbH is responsible; fault on the part of their representatives or vicarious agents is attributable to Friedrich GmbH. If the delay in delivery is due to a grossly negligent breach of contract for which Friedrich GmbH is responsible, Friedrich GmbH's liability for damages is limited to the foreseeable, typically occurring damage.
(7) Friedrich GmbH is also liable in accordance with the statutory provisions insofar as the delay in delivery for which Friedrich GmbH is responsible is based on the culpable violation of a material contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
(8) Further legal claims and rights of the customer remain reserved.
§ 5 Transfer of risk, packaging costs
(1) Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.
(2) Separate agreements apply to the return of packaging.
(3) If the customer so desires, Friedrich GmbH will cover the delivery with transport insurance; the customer shall bear the costs incurred in this respect.
§ 6 Liability for Defects
(1) Claims for defects by the customer presuppose that they have properly fulfilled their inspection and notification obligations under Section 377 of the German Commercial Code.
(2) If there is a defect in the purchased item, the customer is entitled to choose between supplementary performance in the form of remedying the defect or delivery of a new item free of defects. In the event that the defect is remedied or a replacement delivery is made, Friedrich GmbH is obliged to bear all expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, insofar as these do not increase as a result of the purchased item being transported to a location other than the place of performance.
(3) If the supplementary performance fails, the customer is entitled to choose whether to withdraw from the contract or demand a price reduction.
(4) Friedrich GmbH is liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of Friedrich GmbH's representatives or vicarious agents. Insofar as Friedrich GmbH is not accused of intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.
(5) Friedrich GmbH is liable in accordance with the statutory provisions if Friedrich GmbH culpably breaches an essential contractual obligation. In this case, too, the liability for damages is limited to the foreseeable, typically occurring damage.
(6) If the customer is otherwise entitled to compensation for damage instead of performance due to a negligent breach of duty, Friedrich GmbH's liability is limited to compensation for foreseeable, typically occurring damage.
(7) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(8) Unless otherwise agreed above, liability is excluded.
(9) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
(10) The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years, calculated from delivery of the defective item.
§ 7 Joint Liability
(1) Any further liability for damages than that provided for in § 6 is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages resulting from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.
(2) The limitation according to paragraph (1) also applies if the customer demands reimbursement of useless expenses instead of a claim for compensation for the damage.
(3) Insofar as the liability for damages towards Friedrich GmbH is excluded or limited, this also applies with regard to the personal liability for damages of the employees, employees, employees, representatives and vicarious agents of Friedrich GmbH.
§ 8 Retention of title security
(1) Friedrich GmbH retains ownership of the purchased item until all payments from the delivery contract have been received. Friedrich GmbH is entitled to take back the purchased item if the customer behaves in breach of contract, particularly in the event of default in payment. If Friedrich GmbH takes back the purchased item, this constitutes a withdrawal from the contract. After taking back the purchased item, Friedrich GmbH is authorized to sell it;
(2) The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure them adequately at his own expense against fire, water and theft damage at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
(3) In the event of attachments or other interventions by third parties, the customer must inform Friedrich GmbH immediately in writing so that Friedrich GmbH can file a suit in accordance with § 771 ZPO. Insofar as the third party is not able to reimburse Friedrich GmbH for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer is liable for the loss incurred by Friedrich GmbH.
(4) The customer is entitled to resell the purchased item in the ordinary course of business; However, he hereby assigns to Friedrich GmbH all claims in the amount of the final invoice amount (including VAT) of Friedrich GmbH's claims that accrue to him from the resale against his customers or third parties, regardless of whether the purchased item is without or after processing has been resold. The customer remains authorized to collect this claim even after the assignment. Friedrich GmbH's authority to collect the claim itself remains unaffected. However, Friedrich GmbH undertakes not to collect the claim as long as the customer meets his payment obligations from the proceeds received, does not default in payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed or payments have been suspended. If this is the case, however, Friedrich GmbH can demand that the customer inform Friedrich GmbH of the assigned claims and their debtors, provide all the information required for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.
(5) The processing or transformation of the purchased item by the customer is always carried out for Friedrich GmbH. If the purchased item is processed with other items that do not belong to Friedrich GmbH, Friedrich GmbH acquires co-ownership of the new item in relation to the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. For the rest, the same applies to the item created by processing as to the purchased item delivered subject to reservation.
(6) If the purchased item is inseparably mixed with other items that do not belong to Friedrich GmbH, Friedrich GmbH acquires co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of the Mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to Friedrich GmbH. The customer keeps the resulting sole ownership or co-ownership for Friedrich GmbH.
(7) Friedrich GmbH undertakes to release the securities to which it is entitled at the customer's request insofar as the realizable value of the securities from Friedrich GmbH exceeds the claims to be secured by more than 10%; Friedrich GmbH is responsible for selecting the securities to be released.
Section 9 Place of Jurisdiction, Place of Fulfilment
(1) The place of jurisdiction is the registered office of Friedrich GmbH. Friedrich GmbH is entitled to sue the customer at his place of residence.
(2) The law of the Federal Republic of Germany applies.
(3) Unless otherwise stated in the order confirmation, the place of performance is the registered office of Friedrich GmbH.