General Terms and Conditions (GTC)
for commercial transactions
§ 1 Scope
The following terms and conditions shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
The following terms and conditions shall apply to all deliveries of used goods and services of METEC GmbH. Any terms and conditions of the customer that conflict with or deviate from these terms and conditions shall not be recognized unless we expressly agree to their validity in writing.
The following terms and conditions shall also apply to all future transactions with the customer, unless they are superseded by more current versions.
Individual agreements made with the Purchaser in individual cases (including collateral agreements, supplements and amendments) shall in all cases take precedence over the following terms and conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
§ 2 Illustrations and information, offer and conclusion of contract
Illustrations, drawings, dimensions, weights and performance specifications are only approximate. They do not represent any quality specifications.
Our offers are subject to change without notice. We reserve the right to make technical changes and model changes within the scope of what is reasonable.
Insofar as an order is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), the customer shall be bound by it for 14 days (from receipt by us). A contract shall be concluded upon our acceptance within this period.
Delivery, installation, assembly, commissioning and operating materials are not part of the scope of services unless this has been expressly agreed; the costs of these and any other additional services shall be borne by the customer.
§ 3 Documents and EDP programs
We reserve the property rights and copyrights to all documents – also in electronic form – provided to the purchaser in connection with the placing of the order, e.g. calculations, drawings, etc.. These documents may not be made accessible to third
to third parties unless we give our express written consent to do so. If we do not accept the orderer’s offer within the period of § 2, these documents shall be returned to us without delay.
We reserve the exclusive right to duplicate or distribute the EDP programs delivered or supplied by us. The customer is only permitted to duplicate with our written consent.
§ 4 Prices and payment
Our prices are ex works, warehouse or location, in case of imported products ex German border or German port. The value added tax valid at the time of delivery will be added. Packaging costs, in particular transport packaging, shall be charged separately, as shall any freight, transport, assembly, commissioning, insurance, customs and import duties, oils and operating materials.
Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes if, after the conclusion of the contract, costs change, in particular due to changes in wages, materials, distribution or transport costs.
Unless otherwise agreed, invoices for deliveries and services shall be due for payment net (without deduction) immediately.
Payments shall only be deemed to have been effected upon final crediting to our account, also in the case of payments by check or bill of exchange by the drawee. Cheques and bills of exchange shall only be accepted by us by agreement and only on account of payment; discount and collection charges as well as interest shall be borne by the customer.
and interest shall be borne by the purchaser, even if this has not been expressly agreed. They are payable immediately. Cheques or bills of exchange given by the customer to cover the purchase price may also be used by us to cover claims arising from the reversal of the purchase contract, to cover claims for damages or to settle claims for rent.
for the settlement of rent claims. The same shall apply to bills of exchange given by the customer to a financing institution within the scope of a contract for financing the purchase price. Our representatives may only collect on presentation of our written power of attorney. They shall not be entitled to grant deferment of payment.
The purchaser shall only be entitled to set-off or retention to the extent that his counterclaims are undisputed or have been legally established.
§ 5 Obligations of the Purchaser
The customer is obliged to accept the ordered goods as agreed. If the customer is in default of acceptance, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the purchaser does not accept the goods, we shall be entitled to withdraw from the contract after unsuccessfully setting a grace period of 3 weeks. In this case, we are entitled to demand a lump-sum compensation of 15 % of the order amount. The customer shall be entitled to prove that the damage was less. We reserve the right to assert further claims for damages.
It shall be the responsibility of the Purchaser to ensure compliance with the technical requirements and legal provisions, in particular with regard to the import, introduction, installation, direct connection (including to adequate supply and disposal facilities) and operation of the delivery items together with accessories and operating resources. The costs
including any import duties (e.g. customs duties) shall be borne by the Purchaser.
§ 6 Delivery time and delays in delivery
Delivery times shall only be agreed approximately and shall not be deemed to be a fixed date. Any delivery period communicated by us is subject to correct and timely delivery to us as well as the punctual and proper fulfillment of all due obligations of the customer. Delivery times shall be deemed to have been met if the purchaser has been notified in writing of the
in writing or – if delivery by us has been agreed – the delivery item has left the factory, warehouse or location. Partial deliveries are permissible.
If non-compliance with the delivery time is due to force majeure, industrial disputes or other events beyond our control, the delivery time shall be extended by a reasonable period, but by no more than 3 months. If, as a result of the aforementioned circumstances
delivery or performance becomes impossible or unreasonable for us, we shall be entitled to claim exemption from performance. In such cases, the customer may not assert any claims for damages against us.
If there is a delay in delivery for which the purchaser is responsible, he shall be charged for the costs incurred as a result of the delay from the time of notification that the goods are ready for delivery.
If we are responsible for the delay in delivery, withdrawal from the contract or compensation for damages in lieu of performance shall require that the customer has previously granted us a reasonable period of grace of at least 12 working days with a threat of refusal.
§ 7 Transfer of risk, transport
Unless otherwise agreed, delivery is agreed ex works, warehouse or location. In the event of agreed shipment, the risk shall pass to the Purchaser at the latest as soon as the delivery item is handed over to the transport person, at the latest when it leaves the factory, warehouse or location. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
Prior to shipment, the customer must have taken out transport insurance at his own expense and provide us with proof of this. If this is not done in time, we reserve the right to take out insurance ourselves at the expense of the purchaser.
The choice of the dispatch route and the mode of dispatch shall be at our discretion.
If the purchaser is in default of acceptance, the risk of accidental loss or accidental deterioration shall pass to the purchaser at the point in time at which the purchaser is in default of acceptance or debtor’s delay.
§ 8 Ownership, retention of title and securities
We shall retain title to the delivered goods until all claims against the customer to which we are entitled under the business relationship have been satisfied. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We shall be entitled to take back the delivered goods if the customer acts in breach of contract.
As long as ownership has not yet passed to him, the customer is obliged to treat the delivered goods with care. In particular, he is obliged to insure them at his own expense against theft, fire and water damage at replacement value.
value. The customer hereby assigns to us the claims against the insurer in the amount of the final invoice amount agreed with us (including value added tax); we hereby accept this assignment. If maintenance and inspection work has to be
have to be carried out, the customer shall carry them out in good time at his own expense. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. 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 (German Code of Civil Procedure), the purchaser shall be liable for the loss incurred by us.
The customer shall be entitled to resell the goods subject to retention of title in the normal course of business. The Purchaser hereby assigns to us the claims against the customer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax); we hereby accept this assignment. This assignment shall apply irrespective of whether the delivered goods have been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the purchaser
the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the institution of insolvency proceedings has been filed or payments have not been suspended. The costs of collection shall be borne by the customer.
The treatment, processing or transformation of the delivered goods by the customer shall always be in our name and on our behalf. In this case, the purchaser’s expectant right to the delivered goods shall continue in the transformed item. If the delivered goods are processed with other objects not belonging to us, we shall acquire co-ownership of the new object.
co-ownership of the new object in the ratio of the objective value of the delivered goods to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the customer shall transfer co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created in safe custody for us. In order to secure our claims against the purchaser, the purchaser shall also assign to us such claims as accrue to him against a third party as a result of the combination of the reserved goods with a piece of real estate; we hereby accept this assignment.
We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
§ 9 Trade-in of used machines
The take-back price is understood to be for the condition of the operational used machine at the time of inspection, cleaned inside and out. Hidden defects or defects not indicated by the customer and subsequent deterioration reduce the agreed price of the trade-in or entitle us to reject the trade-in and to demand cash payment instead.
of the trade-in or entitle us to reject the trade-in and demand cash payment instead. This shall also apply in the event that the Purchaser fails to provide the required information or provides only incomplete information. For the objects taken in payment
shall be subject to the same shipping conditions as we have granted to the customer for our delivery. The place of performance is our place of business.
§ 10 Warranties and liability
Warranty rights of the purchaser presuppose that the purchaser has duly complied with its obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
In the case of sale of new movable goods, claims for defects shall become statute-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence and in the event of damage resulting from injury to life, limb and health, the Product Liability Act or material contractual obligations.
In case of sale of used movable goods, claims for defects are excluded. This does not apply to claims for damages in case of intent and gross negligence as well as damages resulting from injury to life, body and health, the Product Liability Act or essential contractual obligations.
Essential contractual obligations (cardinal obligations) are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies and may rely.
Insofar as claims for defects exist, we shall, at our discretion, either repair the goods or supply replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims under a right of recourse shall remain
unaffected by the above provision without restriction. If the subsequent performance fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
The above restrictions shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for a certain quality.
§ 11 Assignment
The assignment of rights and/or the transfer of the Purchaser’s obligation under the purchase contract shall not be permitted without our written consent.
§ 12 Applicable law and place of jurisdiction
The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between us and the Purchaser, even if our Purchaser is domiciled abroad. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship between us and the customer shall be the registered office of METEC GmbH in Nürtingen.
In the event of a legal dispute, the Local Court of Nürtingen shall have local, factual and international jurisdiction.