The following conditions apply to all deliveries and services of Ehrler & Beck GmbH (Ehrler & Beck). General terms and conditions of the client are not valid.
Insofar as no regulation is made in these terms of sale, the general terms and conditions of the customer do not apply, but the statutory regulation.
Unless a binding period is expressly mentioned, offers from Ehrler & Beck are non-binding and the contract is only concluded when Ehrler & Beck confirms the order.
Orders without a prior offer according to Section 2.1 only become binding for Ehrler & Beck when Ehrler & Beck confirms the order. The same applies if the customer modifies an offer from Ehrler & Beck.
Information in catalogs and brochures as well as information in documents belonging to the offer are indications and as such non-binding unless they are expressly designated as binding.
In individual cases, Ehrler & Beck is entitled to make constructive changes and, in the event of a shortage of raw materials, to use other materials if there are no outstanding interests of the customer known to Ehrler & Beck that oppose this.
Ehrler & Beck reserves the right of ownership and copyright to all documents made available by Ehrler & Beck; they may not be used, duplicated or made accessible to third parties for any purpose other than that intended by Ehrler & Beck.
All documents made available by Ehrler & Beck must be returned immediately upon request. A request for return is not required if the order is not placed with Ehrler & Beck.
Prices, packaging, insurance
The prices are ex works or manufacturing plant (INCOTERMS 2020) excluding packaging, installation and commissioning. The packaging will be charged at cost price.
Ehrler & Beck also calculates transaction taxes (sales tax, etc.) according to the provisions applicable at the time the contract is fulfilled.
Unless the customer expressly stipulates otherwise, Ehrler & Beck will insure the ordered goods against the usual transport risks, including breakage, at the customer's expense.
Installation and commissioning
Insofar as assembly, supervision of assembly or commissioning is to be carried out, the corresponding terms and conditions of Ehrler & Beck, which are made available on request, also apply.
transfer of risk
The risk passes to the customer in accordance with the agreed clause (INCOTERMS 2020). If there is no agreement, the risk passes to the first carrier when the delivery item is handed over. This also applies to partial deliveries or if Ehrler & Beck has taken on other services.
If shipping is delayed as a result of circumstances for which Ehrler & Beck is not responsible, the risk passes to the customer upon notification of readiness for shipping.
The delivery time begins on the day on which all commercial and technical requirements for the fulfillment of the order have been clarified with the customer, the documents to be procured by the customer have been received by Ehrler & Beck, any necessary approvals and releases have been issued and agreed down payments have been made to a bank account of Ehrler & Beck are credited. The delivery time is met if the delivery item has been handed over to the first carrier or the customer has been informed that the goods are ready for dispatch by the time the delivery time expires – provided the customer has fulfilled his contractual obligations. Partial deliveries are permitted to a reasonable extent. Delivered items are to be accepted by the customer, even if they have minor defects; the delivery times are deemed to have been met in this respect.
If delivery is delayed due to force majeure, the delivery period will be extended appropriately, but no longer than six months. Force majeure includes, for example, strikes, lockouts, sabotage, operational disruptions through no fault of one's own, official permits that were not granted or not granted in good time, and all other unforeseen events.
terms of payment
Payments must be made within 30 days of invoicing, unless otherwise stated in the offer/order confirmation from Ehrler & Beck. Partial deliveries entitle the customer to issue an invoice for the corresponding part.
Payments must be made exclusively to one of Ehrler & Beck's payment offices. They are to be paid on the due date free of postage and expenses without any deductions; Fees, expenses or other costs that Ehrler & Beck may incur as a result of a separately agreed acceptance of bills of exchange or checks shall be borne by the customer. The date of the invoice or the date of notification of readiness for dispatch is decisive for determining the due date. For payments of all kinds, the date of fulfillment is the day on which Ehrler & Beck can dispose of the amount.
Withholding payments due to counterclaims and offsetting against counterclaims is only permitted if the counterclaims are undisputed or have been legally established.
retention of title
The delivery item remains the property of Ehrler & Beck until full payment of all claims of any kind arising from the business relationship at the time of invoicing, including ancillary claims. The assertion of the retention of title and the seizure of the delivery item by Ehrler & Beck are not considered withdrawal from the contract unless the Consumer Credit Act applies. Insofar as the validity of the retention of title is linked to special formal requirements or other requirements in the customer's country, the customer must ensure that they are fulfilled.
The customer is entitled to dispose of the delivery item in the ordinary course of business. Claims that the customer has during the period of retention of title from such or an unauthorized disposal are already assigned to Ehrler & Beck. Subject to revocation at any time, the customer is authorized to collect the claims.
Ehrler & Beck undertakes to release securities to which it is entitled at the request of the customer insofar as their value exceeds the unpaid claims to be secured by more than 20 %.
The customer undertakes the treatment and processing of the delivery item for Ehrler & Beck without Ehrler & Beck incurring any obligations as a result. If the delivery item is processed, connected, mixed or blended with items not belonging to Ehrler & Beck (§§ 947 et seq. BGB), Ehrler & Beck has a co-ownership share in the new item in the ratio of the value of the delivery item to the other processed goods at the time the processing, connection, mixing or blending. If the customer acquires sole ownership by operation of law, he hereby grants Ehrler & Beck a corresponding co-ownership share and keeps the item safe for Ehrler & Beck. The provisions of para.
In the event of attachments or other interventions by third parties, the client must notify Ehrler & Beck immediately.
During the period of retention of title, the customer is obliged to adequately insure the delivery item at his own expense against theft, breakage, fire and water damage and to provide evidence of this to Ehrler & Beck upon request. If the required evidence is not submitted within a reasonable period of time, Ehrler & Beck can insure the delivery item at the expense of the customer.
In the event of defects in the delivery item that occur as a result of circumstances occurring before the transfer of risk (e.g. design or material defects, lack of guaranteed properties), Ehrler & Beck is entitled to remedy the defect or provide a replacement delivery at its own discretion.
If the rectification or replacement delivery fails, the client can demand cancellation or reduction.
Defects must be reported within 3 weeks of delivery. Deviating from this, defects that are not recognizable even when examining the delivery item must be reported immediately after they are discovered. The complaint must indicate which defects were found and whether these were noticed immediately or only after the parts had been further processed. Ehrler & Beck is entitled to have its own employees check the defectiveness.
After consultation with Ehrler & Beck, the customer must give Ehrler & Beck the necessary time and approval to carry out all repairs and replacement deliveries that Ehrler & Beck deems necessary, otherwise Ehrler & Beck is released from liability for defects. Only in urgent cases of endangering operational safety and to prevent disproportionately large damage, in which case Ehrler & Beck must be informed immediately, or if Ehrler & Beck is in default with the remedy of a defect, does the client have the right to remedy the defect himself or through third parties to have them removed and to demand reimbursement of the necessary costs from Ehrler & Beck.
Insofar as the complaint turns out to be justified and the complaint was made properly and in good time, Ehrler & Beck shall bear the costs of the replacement part, but not the costs of shipping or the costs of removing and installing the defective part, of the direct costs incurred as a result of the repair or replacement delivery part. Otherwise, the client bears the costs.
The limitation period for claims due to defects in the delivery item is 12 months from delivery or from storage. It is extended by the duration of the interruption in the productive use of the delivery item caused by rectification work.
Warranty claims with regard to the replacement part and the subsequent improvement become statute-barred after 3 months, but not before the expiration of the statute of limitations for the delivery item.
For the rest, Section 12.2 applies.
Liability for infringement of property rights
If Ehrler & Beck does not give any special notice, the delivery item is free of third-party property rights according to their knowledge of the state of the art in the Federal Republic of Germany. Should the delivery item or a part thereof nevertheless infringe a property right that has already been granted and published in the Federal Republic of Germany or, if the delivery item expressly includes a specific procedural right, a corresponding procedural right at the time the contract is concluded, and court proceedings have therefore been initiated against the customer, this will be done Ehrler & Beck, at its own expense and at its own discretion, within a reasonable period of time, either provide the customer with the right to continue using it or modify the delivery item or the relevant part or the process in such a way that third-party rights are no longer violated, or withdraw from the contract. Ehrler & Beck does not assume any further liability, in particular for processes, applications, products, etc.
If third-party property rights are infringed by drawings or information provided by the customer, the customer is responsible for the infringement and indemnifies Ehrler & Beck in the event of a claim.
Other liability of Ehrler & Beck; Client's right to withdraw
If the customer suffers damage as a result of Ehrler & Beck's delay, he is entitled to demand compensation for the delay. This amounts to 0.5 % for each full week of delay, but in total no more than 5 % of the value of that part of the total delivery that cannot be used on time or in accordance with the contract as a result of the delay.
Further claims and claims other than those expressly mentioned in these conditions, for whatever legal reason, in particular due to loss of profit and consequential damage caused by defects are excluded, unless due to intent, gross negligence, breach of essential contractual obligations or according to the Product Liability Act for personal injury and damage to privately used items or in the absence of expressly guaranteed properties, if the purpose of the guarantee is to protect the customer against damage that did not occur on the delivery item itself, liability is mandatory.
The customer's statutory right of withdrawal in the event of delay or impossibility remains unaffected.
Place of performance, place of jurisdiction, applicable law
Place of performance is Renningen and place of jurisdiction is Leonberg. Ehrler & Beck is also entitled to sue at the customer's registered office.
The law of the Federal Republic of Germany also applies to all contractual agreements. The application of the uniform UN sales law (CISG) is excluded, as well as the international and German conflict of laws for contracts with foreign relationships. Note in accordance with the Federal Data Protection Act It is pointed out that Ehrler & Beck has stored the customer's data and that this data is being processed