General terms and conditions of sale and delivery of KRAHNEN GmbH
1. General / scope
- 1.1 All deliveries, services and offers are based on the following terms and conditions of sale from KRAHNEN GmbH. These are the basis for all current and future offers and agreements and are deemed to be recognized for the duration of the entire business relationship by placing an order or accepting delivery. Deviating purchase and / or general terms and conditions that are not expressly recognized in writing are not binding for KRAHNEN, even if they have not been expressly contradicted.
- 1.2 All agreements between KRAHNEN and the customer must be made in writing. Delivery requests must be made in writing or by remote data transmission. Verbal agreements outside of this contract are not concluded. KRAHNEN sales employees are not authorized to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written contract.
- 1.3 These conditions of sale apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) BGB.
- 1.4 KRAHNEN reserves unlimited property rights and copyrights to cost estimates, drawings, samples and other documents. The customer may not make them accessible to third parties without the express prior consent of KRAHNEN. If the order is not placed, they are to be returned immediately upon request by KRAHNEN. KRAHNEN may make the purchaser's documents accessible to third parties to whom KRAHNEN has authorized deliveries.
- 1.5 Documentation provided to the customer may only be used by the customer for the agreed purpose.
- 1.6 The customer receives the non-exclusive right to use standard software with the agreed performance features in unchanged form on the agreed devices. He is allowed to make two backup copies.
- 1.7 KRAHNEN is entitled to adapt the respective price list to changing market conditions, significant changes in procurement costs, changes in sales tax or procurement prices at most once per quarter.
2. Conclusion of the contract
- 2.1 The offers of the KRAHNEN company are always non-binding and subject to change, unless otherwise stated in the order confirmation and / or something else has been agreed in writing. The order confirmation will be part of the contract. The purchaser is obliged to check the order confirmation for its factual correctness immediately upon receipt.
- 2.2 Orders to which the customer is bound for at least three weeks become binding for KRAHNEN through written confirmation or unconditional delivery within three weeks of the order.
- 2.3 The customer is responsible for the correctness of the inquiry documents. The offer is prepared in accordance with the documents or standard information provided by the customer. Information that is not contained in a drawing or other documents is taken from the corresponding generally applicable standards (DIN, EN, ISO).
- 2.4 The scope of delivery is based on the order confirmation. Dimensional, weight and / or quantity deviations are permissible within the scope of customary tolerances. In the case of custom-made products, the quantity delivered may differ from the quantity ordered by up to 10%.
- 2.5 Any kind of description, weight and / or quantity information, namely in catalogs, price lists and advertisements of the KRAHNEN company, are only guidelines or approximate values. They do not constitute binding information on properties. Oral information on properties is only binding if it has been confirmed in writing by KRAHNEN.
- 2.6 Construction and shape changes, deviations in color and changes in the scope of delivery by the supplier are reserved, provided that the changes or deviations are reasonable for the purchaser, taking into account the legitimate interests of both contracting parties. Insofar as KRAHNEN or the supplier use symbols or numbers to designate the order or the object of purchase, no rights can be derived from this alone with regard to the specification of the object of purchase or the scope of delivery.
- 2.7 The conclusion of the contract is subject to timely and complete self-delivery. This applies in the event that KRAHNEN is not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with KRAHNEN's supplier. The customer will be informed immediately about the unavailability of the service. The consideration will be reimbursed immediately if necessary.
- 3.1 Unless otherwise stated in the order confirmation, the prices in euros apply ex works plus transport and packaging costs, postage, freight, other shipping costs, insurance, customs, unloading and assembly. These costs will be billed separately. Statutory value added tax is not included in the prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
- 3.2 If KRAHNEN has taken on the installation or assembly and nothing else has been agreed, the customer bears all necessary ancillary costs such as travel costs, costs for the transport of tools and personal luggage as well as expenses in addition to the agreed remuneration. In addition, the separate installation conditions apply, unless otherwise expressly agreed.
- 3.3 The prices of the price lists valid on the day of delivery apply. In the event of changed production and input material costs, KRAHNEN is entitled to offset the prices valid on the day of delivery.
- 3.4 Prices or surcharges for postage paid, FOB, C&F, CIF delivery, etc. are non-binding and may increase in accordance with the tariff changes that have occurred. The prerequisite for delivery “free truck unloading point” is that the corresponding point can be reached on an access road that is easily accessible for trucks.
4. Payment terms
- 4.1 Unless otherwise agreed, KRAHNEN's invoices are payable within 30 days of receipt of the written notification of readiness and delivery of the invoice or dispatch of the goods. The deduction of a discount requires a special written agreement. Invoice amounts below € 100.00 are net without deduction and are due immediately.
- 4.2 KRAHNEN expressly reserves the right to carry out a credit check prior to each delivery and to deliver in individual cases only against the choice of another payment method (advance payment / cash on delivery); the same applies in the event that KRAHNEN becomes aware of circumstances which call the customer's creditworthiness into question.
- 4.3 If the purchaser is in default of payment, if the purchaser's financial circumstances deteriorate significantly, if he has goods that KRAHNEN has delivered under retention of title outside of the normal course of business, or if he dissolves his company, KRAHNEN is entitled to make all claims due. Money claims due are - if the customer is an entrepreneur - interest at 8% above the base rate. If the payment deadline is exceeded, KRAHNEN is entitled to request security or advance payment. If the customer does not comply, KRAHNEN is entitled to withdraw from the contract in whole or in part and to demand compensation for non-fulfillment of 5% of the order value, but at least € 100, without proof. We reserve the right to assert further damage. The purchaser is free to provide evidence of lesser damage.
- 4.4 In addition, KRAHNEN is entitled to prohibit the resale of the delivered goods. In this case, the customer is obliged to provide KRAHNEN with direct possession of it at his own expense. In this case, he also allows KRAHNEN to enter the business premises to collect the goods.
- 4.5 The customer can only offset against claims by KRAHNEN if his counterclaim is undisputed, recognized or legally established; he can only assert a right of retention insofar as it is based on claims from the purchase contract. Offsetting against claims of a group company of the customer is excluded in any case.
- 4.6 KRAHNEN reserves the right to increase the prices for contracts with an agreed delivery time of more than 4 months in accordance with any increases in costs due to supply contracts, collective bargaining agreements or increases in material prices. If the increase is more than 5% of the agreed purchase price, the customer is entitled to withdraw from the contract in accordance with Section 313 (3) of the German Civil Code (BGB). A claim for damages by the customer is excluded in this case.
- 4.7 KRAHNEN is entitled to claim payments for partial services provided after the corresponding invoice has been issued.
5. Retention of Title
- 5.1 Until settlement of the claim based on the contract as well as all from the business relationship and all current or future claims connected with it, all delivered goods remain the property of KRAHNEN.
- 5.2 The customer is entitled to resell the delivery items in the ordinary course of business; However, he already now assigns to KRAHNEN all claims in the amount of the final invoice amount of the purchase price claim owed by him (including sales tax) that arise from the resale to his customers or third parties, regardless of whether the delivery items were resold without or after processing are. The customer remains authorized to collect these claims even after the assignment. The authority to collect the claims itself remains unaffected by this. KRAHNEN undertakes not to collect the claims itself as long as the customer fulfills his payment obligations in accordance with the contract and no application has been made to open insolvency proceedings. If one of the last-mentioned circumstances has occurred, the customer must, upon request, provide all information that is necessary for the collection of the assigned claim and hand over the associated documents and notify the debtors concerned (third parties) of the assignment.
- 5.3 The processing or transformation of the delivery item is always carried out for KRAHNEN. If the delivery item is processed with other items not belonging to KRAHNEN, KRAHNEN acquires co-ownership of the new item in the ratio of the value of the delivery item to the other processed items at the time of processing. The same applies to the item resulting from processing as to the item delivered with reservation. If the delivery item is inseparably mixed with other items that do not belong to KRAHNEN, KRAHNEN shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other mixed items. If the mixing takes place in such a way that the purchaser's item is to be regarded as the main item, it is agreed that the purchaser transfers proportional co-ownership to KRAHNEN. The customer shall keep the resulting sole or co-ownership for KRAHNEN.
- 5.4 In the event that the value of the securities exceeds the claims to be secured by more than 10%, KRAHNEN shall release the securities to which the customer is entitled upon request. The selection of the securities to be released is incumbent on KRAHNEN.
6. Delivery / delay
- 6.1 Delivery periods and dates depend on the type and scope of the order and begin with the conclusion of the contract. Delivery dates and deadlines, which can be agreed as binding or non-binding, must be stated in writing. The beginning of the agreed delivery time assumes that all technical questions have been clarified. Another prerequisite is the timely and proper fulfillment of the contractual obligations by the customer. If these requirements are not met, the deadlines are extended accordingly.
- 6.2 In the event of a delivery delay for which the customer is responsible, if he can credibly demonstrate that he has suffered damage as a result, compensation for each completed week of delay of 0.5%, but a total of no more than 3% of the price for the part of the delivery request that could not be put into appropriate operation due to delay.
- 6.3 Claims for compensation by the customer that go beyond the limits specified in No. 6.2 are excluded in all cases of late delivery, even after a grace period set by KRAHNEN has expired. This does not apply if liability is compulsory in cases of malice, intent or gross negligence, in the event of injury to body, life or health or if KRAHNEN assumes a guarantee or in all other cases of legally mandatory liability.
- 6.4 Force majeure and events that temporarily prevent KRAHNEN through no fault of its own (e.g. strike, lockout, operational disruptions, weather influences or traffic disruptions, delay in the supply of raw materials or machines, war or sovereign orders), the purchased item on the agreed date or within the agreed If the deadline has passed, KRAHNEN shall be entitled to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time. If such disruptions lead to a delay in performance of more than four months, the customer can withdraw from the contract. Other rights of withdrawal remain unaffected.
- 6.5 The customer is obliged to accept the purchased item. Goods ordered on call must be accepted by the customer within 3 months from the date of the order confirmation or within 4 weeks after the individual call-off dates agreed in writing. If the customer does not take delivery within these call-off deadlines, the purchase price for the goods that have been completed by then becomes due for payment upon expiry of the deadline. The customer is in default of acceptance when the aforementioned deadlines have expired, and for other orders 30 days after completion of the goods. If the customer is in default of acceptance, KRAHNEN is entitled to charge storage fees of 1% of the price of the goods delivered, but not more than 5%, for each month or part thereof. The contracting parties reserve the right to claim higher or lower damage.
- 6.6 In the event of collection by the customer or the contracted transport company, the agreed deadlines must be adhered to punctually. If the collection date for goods that are reported as ready for dispatch is not met, KRAHNEN is entitled to dispose of the material after one week. The customer bears all costs arising from late pick-up or provision of freight. If the delivery deadlines and dates agreed for the delivery of several partial quantities are not met by the customer, KRAHNEN is entitled to deliver the remaining goods after unsuccessfully setting a deadline, to withdraw from the part of the order that has not yet been completed or to demand compensation for non-performance.
- 6.7 KRAHNEN is entitled to make partial deliveries; they are considered a single business.
- 6.8 If the purchase contract is a firm deal (§ 286 Paragraph 2 No. 4 BGB; § 376 HGB), KRAHNEN is liable in accordance with the statutory provisions. The same applies in the event that, as a result of the delay in delivery for which KRAHNEN is responsible, the customer is entitled to assert that his interest in further performance of the contract has lapsed.
7. Transfer of risk / packaging
- 7.1 When the goods are dispatched, the risk is transferred to the purchaser when the goods are handed over to the person carrying out the transport or when the goods have left the KRAHNEN warehouse / factory for the purpose of dispatch. This also applies to deliveries "free to destination" as well as partial deliveries or if KRAHNEN has assumed the costs for transport and / or installation. In the case of collection by the customer, the risk is transferred when the readiness for dispatch is indicated. In addition, the risk is transferred to the customer if the dispatch, delivery, start, implementation of installation or assembly, takeover in the customer's own facility or trial run is delayed for reasons for which the customer is responsible, or if the customer is in default of acceptance for other reasons comes.
- 7.2 KRAHNEN will take out transport insurance solely at the request of the customer expressed in good time and at his own expense.
- 7.3 Unless otherwise agreed, transport and other packaging will not be taken back by KRAHNEN, with the exception of pallets. The customer is responsible for disposing of the packaging.
8. Installation / assembly
- 8.1 The customer must take over at his own expense and provide in good time:
a) all earthworks, construction and other ancillary work outside the industry, including the necessary skilled and auxiliary workers, building materials and tools,
b) the utensils and materials required for assembly and commissioning, such as scaffolding, lifting equipment and other devices, fuels and lubricants,
c) Energy and water at the point of use including the connections, heating and lighting) at the assembly point for the storage of the machine parts, apparatus, materials, tools, etc., sufficiently large, suitable, dry and lockable rooms and suitable work and recreation rooms for the assembly personnel including sanitary facilities appropriate to the circumstances; In addition, the customer has to take the measures that he would take to protect his own owner,
e) Protective clothing and protective devices that are required due to special circumstances at the assembly site.
- 8.2 Before starting the assembly work, the customer must provide the necessary information about the location of concealed electricity, gas, water lines or similar systems as well as the necessary static information without being requested to do so.
- 8.3 Before the start of the installation or assembly, the supplies and objects required for the start of the work must be at the exhibition or assembly site and all preparatory work must have progressed so far that the installation or assembly can be started as agreed and carried out without interruption can. Access routes and the installation or assembly area must be leveled and cleared.
- 8.4 If the installation, assembly or commissioning is delayed due to circumstances for which KRAHNEN is not responsible, the customer shall bear the reasonable costs of waiting time and any additional travel required by the assembly personnel.
- 8.5 The customer must certify to KRAHNEN immediately and at any time upon request of the duration of the working hours of the assembly personnel and the completion of the installation, assembly or commissioning.
- 8.6 If KRAHNEN requests acceptance of the delivery after completion, the customer must do this immediately, but at the latest within 3 days. If this does not happen, the acceptance is deemed to have taken place. The acceptance is also deemed to have taken place if the delivery has been put into use, if necessary after the conclusion of an agreed test phase.
- 9.1 The purchaser's claims for rectification of defects are primarily limited to a claim for supplementary performance, ie repair or replacement delivery, whereby KRAHNEN has the right to choose. If the repair or replacement delivery fails, the customer can demand a reduction in price or withdraw from the contract. The subsequent improvement has failed if and to the extent that a reasonable deadline set for subsequent performance has passed without result. The requirements for exercising the right of withdrawal are determined in accordance with Section 323 of the German Civil Code (BGB).
- 9.2 A repair or replacement delivery is unreasonable for KRAHNEN if the costs proven by KRAHNEN exceed 25% of the total order volume. In this case, the customer retains the statutory rights to withdraw from the contract or to reduce the price.
- 9.3 In the event of repairs, KRAHNEN is obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, provided that the costs are not increased by the fact that the purchased item was moved to a location other than the place of performance.
- 9.4 There is no entitlement to a warranty if the customer has not or only partially fulfilled the contractual obligations incumbent on him, or if changes or repairs have been carried out on the defective item without the consent of KRAHNEN.
- 9.5 The purchaser's claims from liability for material defects presuppose that he has properly and timely fulfilled his inspection and complaint obligations under Section 377 of the German Commercial Code (HGB). The customer must therefore carefully inspect the delivered goods immediately upon receipt and notify KRAHNEN in writing of any notifications of defects immediately upon detection, at the latest within 1 week of receipt of the goods.
- 9.6 In particular, no guarantee is given in the following cases: for wear parts, natural wear and tear, unsuitable or improper use, non-compliance with the instructions prescribed by KRAHNEN, non-compliance with the supplied operating instructions, faulty production drawing by the customer, faulty assembly or commissioning by the customer or third parties, faulty or negligent treatment, excessive use, inadequate construction work, unsuitable subsoil, improper maintenance, unsuitable equipment, chemical, electrochemical or electrical influences, unless KRAHNEN is responsible for them; In the event of improper repairs by the purchaser himself or a third party, changes to the delivery item by the purchaser himself or a third party without the prior consent of KRAHNEN, subcontracting of the delivery item to a third party without delivery of the operating instructions belonging to the respective delivery item for the resulting consequences.
- 9.7 Claims for material defects become statute-barred after 12 months for newly manufactured items. This does not apply if the law prescribes longer periods in accordance with §§ 438 Paragraph 1 No. 2 (buildings and items for buildings), 479 Paragraph 1 (right of recourse) and 634a Paragraph 1 No. 2 (construction defects) BGB as well as in cases injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by the supplier and in the event of fraudulent concealment of a defect. The legal regulations on suspension of expiry, suspension and restart of the deadlines remain unaffected. Used items are sold to the exclusion of any liability for material defects.
- 10.1 KRAHNEN is liable in accordance with the statutory provisions, if the customer asserts claims for damages based on malice, intent or gross negligence, including malice, intent or gross negligence on the part of representatives or vicarious agents, for damage resulting from injury to body, life or health , when KRAHNEN accepts a guarantee and in all other cases of legally binding liability.
- 10.2 In the event of a breach of so-called cardinal obligations, KRAHNEN shall be liable to the customer for compensation for expenses and damages. Cardinal obligations in this sense are all obligations, the violation of which endangers the achievement of the purpose of the contract, as well as all obligations the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the customer can regularly rely. However, if the breach of a cardinal obligation was only slightly negligent and did not result in injury to life, limb or health, the purchaser's claims for compensation are limited to the foreseeable, contract-typical damage.
- 10.3 One of the items listed in 10.1 and 10.2. Any liability for damages going beyond the anchored liability is excluded - regardless of the legal nature of the claim. This applies in particular to claims for damages due to material defects, defects of title and / or breach of other obligations from the contractual relationship, from negligence when concluding the contract, due to other breaches of duty or tortious claims for compensation for property damage according to § 823 BGB as well as damage that did not occur on the delivery item . The above regulations also apply to damage that may occur when troubleshooting or replacing products within the scope of liability for defects.
- 10.4 Insofar as the liability for damages towards KRAHNEN is excluded or limited, this also applies to the personal liability for damages of employees, workers, employees, representatives and vicarious agents of KRAHNEN.
- 10.5 If claims are made against KRAHNEN by a third party, although liability towards the customer of KRAHNEN who has resold the goods to this third party is excluded, KRAHNEN is entitled to indemnification against the customer from the claims of this third party.
- 10.6 Without prejudice to the provision in Section 9.7, all claims of the customer, regardless of the legal reason, expire in 1 year. This does not apply in the case of gross negligence, willful misconduct or malice, in cases of injury to life, limb or health, in the case of claims under the Product Liability Act and in the event of a breach of so-called cardinal obligations.
11. Industrial property rights / copyrights
- 11.1 If KRAHNEN delivers according to drawings, models, samples or using parts provided by the customer, the customer is responsible for ensuring that third party property rights in the country of destination of the goods are not violated. KRAHNEN will inform the customer of all rights known to it. The customer has to release KRAHNEN from claims of third parties and to pay compensation for the damage incurred. If KRAHNEN is prohibited from manufacturing or delivering by a third party with reference to a property right belonging to him, KRAHNEN is entitled - without checking the legal situation - to stop the work until the legal situation has been clarified by the customer and the third party. If KRAHNEN can no longer reasonably be expected to continue the order due to the delay, KRAHNEN is entitled to withdraw from the contract
- 11.2 Drawings and samples provided to KRAHNEN that did not result in the order will be returned upon request; otherwise KRAHNEN is entitled to destroy them 3 months after the offer has been submitted without further notice.
- 11.3 Unless otherwise agreed, KRAHNEN is obliged to make the delivery free of third party industrial property rights and copyrights only in the country of the place of delivery. If a third party raises justified claims against the customer due to the infringement of property rights by deliveries made by KRAHNEN and used in accordance with the contract, KRAHNEN shall be liable to the customer within the period specified in 9.7 as follows:
a) KRAHNEN will, at its option and at its own expense, either obtain a right of use for the deliveries concerned, change them so that the property right is not violated, or replace them. If this is not possible under reasonable conditions, the customer is entitled to the statutory rights of withdrawal or reduction in price.
b) KRAHNEN's obligation to pay damages is based on Section 10.
c) The above-mentioned obligations on the part of KRAHNEN only exist if KRAHNEN has been informed immediately in writing by the customer of the claims asserted by the third party, the customer does not acknowledge a violation and KRAHNEN reserves the right to take all defense measures and settlement negotiations. If the customer ceases to use the delivery in order to reduce the damage or for other important reasons, he is obliged to point out to the third party that the cessation of use is not associated with an acknowledgment of an infringement of property rights.
- 11.4 Claims by the customer are excluded if he is responsible for the infringement of property rights or if this is caused by special specifications by the customer, by an application not foreseeable by KRAHNEN or by the fact that the delivery is changed by the customer or used together with products not supplied by KRAHNEN .
- 11.5 In the event of violations of property rights and other defects of title, the provisions of Clauses 9 and 10 apply accordingly. Any further claims or claims other than those stipulated in Section 11 against KRAHNEN and its vicarious agents due to a legal defect are excluded.
12. EC import sales tax
- 12.1 If the customer is based outside the Federal Republic of Germany, he is obliged to comply with the regulations on import sales tax of the European Union. He must inform KRAHNEN of his sales tax identification number and, if necessary, its change, without being requested to do so. On request, he is obliged to provide information about his status as an entrepreneur, the use and transport of the delivered goods and with regard to the statistical reporting obligation.
- 12.2 The customer is also obliged to reimburse KRAHNEN for the expenses and costs that KRAHNEN incurs due to missing or inadequate information on import sales tax. KRAHNEN is not liable for the consequences of inadequate or omitted information from the purchaser on import sales tax, unless KRAHNEN is guilty of willful intent or gross negligence.
13. Data protection
- KRAHNEN is entitled to electronically save and process all data relating to the customer in connection with the business relationship for the purpose of executing the contract in compliance with the provisions of the Federal Data Protection Act
14. Place of jurisdiction / place of performance / choice of law / miscellaneous
- 14.1 The customer is not entitled to assign his claims from the contract.
- 14.2 Place of performance and place of jurisdiction for all deliveries and payments as well as all disputes arising between KRAHNEN and the customer from the contracts concluded between KRAHNEN and him is the registered office of KRAHNEN. KRAHNEN is also entitled to sue the customer at his place of residence or place of business. The same applies in the event that the customer does not have a general place of jurisdiction in Germany, has moved his domicile or usual place of residence outside of Germany after the conclusion of the contract, or his place of residence or usual place of residence is unknown when the action is brought.
- 14.3 The contract is exclusively subject to the law of the Federal Republic of Germany. The validity of the UN sales law is excluded.
15. Severability Clause
- Should individual provisions of the contract with the purchaser, including these general terms and conditions of delivery, be or become wholly or partially ineffective, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective regulation is to be replaced by a regulation whose economic success comes as close as possible to that of the ineffective one. This does not apply if adherence to the contract would represent unreasonable hardship for one of the parties.
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