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General conditions of sale
(Latest review on 2018-05-24)
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 General conditions of sale (Latest review on 2018-05-24)
 Consider the following notes for the use of this webshop
1. General Terms, Scope of application
(1) These General Sales Conditions (GSC) apply to all our business relationships with our customers ("Buyers"). The GSC apply only if the buyer is an entrepreneur, a legal entity under public law or a special fund under public law.
(2) The GSC apply in particular to contracts for the sale and / or delivery of movable items ("goods"), regardless of whether we manufacture the goods ourselves or purchase from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the general terms and conditions in the version valid at the time of the buyer's order or at least in the version communicated to him in text form as a framework agreement also apply to similar future contracts, without a need of future reference to them in each individual case.
(3) Our GSC apply exclusively. Deviating, conflicting or supplementary terms and conditions of the buyer shall only become part of the contract if and as far as we have expressly consented to their validity. This approval requirement applies in any case, for example, even if we carry out the delivery to him unconditionally with knowledge of the terms and conditions of the buyer.
(4) In individual cases, individual agreements with the buyer (including collateral agreements, additions and changes) have priority over these GSC. For the content of such agreements, subject to the contrary evidence, a written contract or our written confirmation shall prevail.
(5) Legally relevant declarations and advertisements which are to be submitted to us by the buyer after having concluded of the contract (eg setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing to be valid.
(6) References to the validity of statutory provisions are only of clarifying significance. Even without such clarification, the statutory provisions therefore apply unless they are directly amended or expressly excluded in these GSC.
2. Conclusion of contract
(1) Our offers are non-binding. This also applies if we have provided the buyer with catalogs, technical documentation (eg drawings, plans, computations, calculations, references to DIN standards), other product descriptions or documents - including in electronic form - in which we own and reserve rights of property and copyrights.
(2) The order of the goods by the buyer is considered a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer within five days of its receipt.
(3) The acceptance can be declared either in writing (eg by order confirmation) or by delivery of the goods to the buyer.
3. Delivery time and delivery delay
(1) The delivery period is individually agreed or specified by us when accepting the order. If this is not the case, the delivery period is approximately 8 weeks from the conclusion of the contract.
(2) If we can not meet binding delivery deadlines for reasons we are not responsible of (unavailability of the service), we will inform the buyer without delay and at the same time notify the expected new delivery deadline. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will reimburse immediately any performance already provided by the buyer. As a case of nonavailability of the service in this sense, in particular the non-timely self-delivery by our supplier, if we have a congruent hedging transaction, neither we nor our suppliers are at fault or we are not obliged to procure in individual cases.
(3) The occurrence of our default of delivery is determined by the statutory provisions. In any case, a reminder from the buyer is required. If we fall into delay of delivery, the buyer can demand flat-rate replacement of its delay damage. The lump sum for each completed calendar week of default amounts to 0.5% of the net price (delivery value), but in total not more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has incurred no damage or only a much lower damage than the above flat rate.
(4) The rights of the buyer acc. § 8 of these GSC and our statutory rights, particularly in the case of an exclusion of the obligation to perform (eg due to impossibility or unreasonableness of performance and / or subsequent performance), remain unaffected.
4. Delivery, Transfer of Risk, Acceptance, Default of Acceptance
(1) Delivery is ex warehouse, being also the place of performance for the delivery and any subsequent performance. At the request and expense of the buyer, the goods will be shipped to another destination (consignment purchase). Unless otherwise agreed, we are entitled to determine the nature of the shipment (in particular: transport company, shipping route, packaging).
(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. However, in the case of consignment purchase, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the forwarder, the carrier or the person or institution otherwise responsible for carrying out the consignment. Insofar as an acceptance has been agreed, this is decisive for the transfer of risk. In addition, the statutory provisions of the contract of work & labor law apply accordingly to an agreed acceptance. The transfer or acceptance is the same if the buyer is in default of acceptance.
(3) If the buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (eg storage costs). Our right to prove higher damages and our legal claims (in particular compensation for additional expenditure, reasonable compensation, termination) remain unaffected; however the lump sum is to be credited to more extensive money claims. The buyer is entitled to prove that we have incurred no or only a significantly lower damage than the above flat rate.
5. Prices and Terms of Payment
(1) Unless otherwise agreed in individual cases, our current prices at the time of the conclusion of the contract shall apply, ex warehouse, plus statutory sales tax.
(2) In the case of a consignment purchase (§ 4 para. 1), the buyer shall bear the transport costs ex warehouse and the costs of any transport insurance desired by the purchaser. Any duties, fees, taxes and other public charges shall be borne by the buyer.
(3) The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even in the context of an ongoing business relationship, to carry out a delivery in whole or in part only in advance. A respective reservation will be made with the order confirmation at the latest.
(4) With expiry of the above payment period, the buyer is in default. The purchase price is subject to interest during the default at the applicable statutory default interest rate. We reserve the right to assert further damages caused by delay. For merchants our claim to the commercial maturity interest (§ 353 HGB) remains unaffected.
(5) The buyer is entitled to set-off or retention rights only insofar as his claim is legally established or undisputed. In the case of defects in the delivery, the counterclaims of the purchaser shall remain in accordance with. § 7 para. 6 sentence 2 of these GSC.
(6) If after conclusion of the contract it becomes apparent (eg by application for opening insolvency proceedings) that our claim to the purchase price is jeopardized by lack of capacity of the buyer, we are entitled to the statutory provisions for refusal and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In contracts for the production of unacceptable items (custom-made), we can declare the resignation immediately; the statutory provisions on the dispensability of the deadline remain unaffected.
6. Retention of title
(1) We retain ownership of the goods sold until full payment of all our present and future claims under the purchase agreement and an ongoing business relationship (secured claims).
(2) The goods subject to retention of title may not be pledged to third parties or transferred as collateral prior to full payment of the secured claims. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is made or if third party access (eg seizure) is made to the goods belonging to us.
(3) In case of breach of contract by the buyer, in particular in case of nonpayment of the due purchase price, we are entitled to withdraw from the contract according to the legal regulations and / or to demand the goods on the basis of the retention of title. The request for publication does not at the same time include the explanation of the resignation; we are rather entitled to demand only the goods and to reserve the right of withdrawal. If the buyer does not pay the due purchase price, we may only assert these rights if we have unsuccessfully given the buyer a reasonable period for payment or if such a deadline is dispensable in accordance with the statutory provisions.
(4) Up to revocation acc. to (c) below, the buyer has the power to resell and / or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions additionally apply.
a. Retention of title extends to the full value of products resulting from the processing, mixing or combination of our goods, and we shall be deemed to be the manufacturer. If the property rights remain with processing, mixing or combination with goods of third parties, we acquire co-ownership in proportion of the invoice values of the processed, mixed or connected goods. In addition, the same applies to the resulting product as to the goods delivered under reservation of title.
b. The purchaser hereby assigns to us the claims arising from the resale of the goods or the product against third parties as a whole or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the buyer mentioned in paragraph 2 also apply with regard to the assigned claims.
c. Next to us the buyer remains authorized to collect the claim. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, there is no defect of his capacity and we do not violate the reservation of title by exercising a right according to para. 3. If this is the case, we can demand, that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the related documents and notifies the debtors (third parties) of the assignment. In addition, in this case, we are entitled to revoke the purchaser's authority to resell and process the goods subject to retention of title.
d. If the realizable value of the securities exceeds our claims by more than 10%, we will, at the request of the buyer, release securities of our choice.
7. Claims for defects of the buyer
(1) For the rights of the buyer in case of material and legal defects (including wrong and short delivery as well as improper installation or faulty assembly instructions), the statutory provisions apply, unless otherwise stated below. In all cases, the statutory special provisions remain unaffected on final delivery of the goods to a consumer (supplier recourse in accordance with §§ 478, 479 BGB).
(2) The basis of our liability for defects is above all the agreement made about the quality of the goods. As an agreement on the condition of the goods are all product descriptions that are the subject of the individual contract; it makes no difference whether the product description comes from the buyer, the manufacturer or us.
(3) Insofar as the condition has not been agreed, it must be judged according to the legal regulation whether or not there is a defect (§ 434 para. 1 s. 2 and 3 BGB). We assume no liability for public statements of the manufacturer or other third parties (eg advertising statements).
(4) The claims of the buyer for defects presuppose that he has complied with his statutory examination and complaint obligations (§§ 377, 381 HGB). If there is a defect during the examination or later, we must be notified immediately in writing. The notification is deemed to be immediate if it takes place within two weeks, whereby the timely dispatch of the advertisement is sufficient to meet the deadlines. Regardless of this obligation to inspect and to give notice of defects, the purchaser must notify us in writing of any obvious defects (including incorrect delivery and short delivery) within two weeks of delivery. In this case, the timely dispatch of the advertisement is sufficient to meet the deadlines too. If the buyer fails to properly examine and / or report a defect, our liability for the nonindicated defect is excluded.
(5) If the delivered item is defective, we can, first of all, choose whether we provide supplementary performance by rectifying the defect (rectification) or by delivering a defect-free item (replacement). Our right to refuse supplementary performance under statutory conditions remains unaffected.
(6) We are entitled to make the owed supplementary performance dependent on the buyer paying the due purchase price. The buyer is, however, entitled to retain a portion of the purchase price which is reasonable in relation to the defect.
(7) The buyer must give us the time and opportunity required for the owed supplementary performance, in particular: to hand over the rejected goods for examination purposes. In case of replacement, the buyer has to return the defective item according to the legal regulations. The supplementary performance does not include the removal of the defective item or the reinstallation if we were originally not obliged to install it.
(8) The expenses required for testing and supplementary performance, in particular transport, travel, labor and material costs (not: dismantling and installation costs), are borne by us when a defect actually exists. Otherwise, we may demand compensation from the purchaser for costs incurred in connection with the unjustified removal of the defect (in particular: inspection and transport costs), unless the lack of defect was not apparent to the purchaser.
(9) In urgent cases, eg if the operational safety is endangered or to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to demand compensation from us for any objectively required expenses. We are to be informed immediately of such self-assertion, if possible beforehand. The right to self assertion does not exist if we were entitled to refuse a corresponding supplementary performance according to the statutory provisions.
(10) If the supplementary performance has failed or if a reasonable period to be set by the Buyer for the supplementary performance has expired without success or is dispensable in accordance with statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In a minor defect, however, there is no right of withdrawal.
(11) Claims of the buyer for damages or compensation for futile expenses exist even with defects only in accordance with § 8 and are otherwise excluded.
8. Other liability
(1) Insofar as these GSC, including the following provisions, do not stipulate otherwise, we are liable in the event of a breach of contractual and noncontractual obligations in accordance with statutory provisions.
(2) We are liable for damages - for whatever legal reason - in the context of fault liability in cases of intent and gross negligence. In case of ordinary negligence, we are liable subject to a milder liability according to legal regulations (eg for care in our own affairs) only for damage resulting from
a. injury to life, limb or health,
b. for damages resulting from the material breach of a material contractual obligation (obligation the fulfillment of which enables the proper execution of the contract in the first place and the compliance of which the contractual partner regularly relies and can rely on); however, in this case, our liability is limited to compensation for foreseeable, typically occurring damage.
(3) The liability restrictions resulting from para. 2 shall also apply to breaches of duty by or for the benefit of persons whose fault we are responsible for under statutory provisions. They do not apply if we fraudulently concealed a defect or assumed a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act.
(4) Due to a breach of duty that does not exist in a defect, the buyer can only resign or terminate if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 651, 649 BGB) is excluded. Incidentally, the legal requirements and legal consequence apply.
9. Statute of limitations
(1) Notwithstanding § 438 para. 1 no. 3 BGB, the general period of limitation for claims arising from material and legal defects is one year from delivery. Insofar as acceptance has been agreed, the period of limitation begins with the acceptance.
(2) However, if the goods are a construction or a thing that has been used for a building in accordance with its customary use and has caused its defectiveness (building material), the limitation period is 5 years from the date of delivery (§ 438 para. 1 No. 2 BGB). Further statutory special regulations regarding the statute of limitations remain unaffected (in particular, § 438 para. 1 no. 1, para. 3, §§ 444, 479 BGB).
(3) The above limitation periods of the purchase right also apply to contractual and non-contractual claims for damages of the buyer, which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead in individual cases to a shorter limitation period. However, claims for damages of the buyer acc. to § 8 para. 2 s. 1 and 2 (a) as well as according to the product liability law are subject to limitation only according to the statutory limitation periods.
10. Choice of law and jurisdiction
(1) The law of the Federal Republic of Germany applies to these GSC and the contractual relationship between us and the buyer.
(2) If the buyer is a merchant, an entrepreneur, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in 18276 Lüssow, OT Karow. However, in all cases, we are also entitled to file a claim at the place of performance of the delivery obligation in accordance with these GTS or a priority individual agreement or at the general place of jurisdiction of the buyer. Priority laws, especially exclusive jurisdictions, remain unaffected.


konfigurator@batarow.com