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GENERAL TERMS OF DELIVERY FOR USE TO ENTREPRENEURSHIPS
the Fuß Spezialfahrzeugbau GmbH, Glinder Straße 6, D- 39218 Schönebeck/Elbe
1. Scope
1.1. All contracts and offers from Fuß Spezialfahrzeugbau GmbH (hereinafter: “fuß Spezialfahrzeugbau”) are based on these General Terms and Conditions of Delivery. These conditions apply exclusively. Fuss Spezialfahrzeugbau does not recognize conflicting regulations or regulations that deviate from the delivery conditions unless it has unconditionally agreed to their validity in writing. The delivery conditions also apply if Fuß Spezialfahrzeugbau carries out the service to the customer without reservation in the knowledge of conflicting or deviating conditions.
1.2. All agreements made in relation to the contract between the customer and Fuß Spezialfahrzeugbau must be recorded in writing in the contract to be effective. The written form requirement can only be waived in writing.
1.3. The delivery conditions also apply to all future transactions between Fuß Spezialfahrzeugbau and the customer aimed at delivering goods, even if they have not been separately agreed again.
2. Subject of the contract when purchasing a Fuss special vehicle construction product
The characteristics specified in the service description comprehensively and conclusively determine the properties of the delivery item.
3. Offer and offer documents
The prices on which the offers are based are exclusive of the applicable sales tax. The offers are subject to change unless the order confirmation states otherwise. Fuß Spezialfahrzeugbau can accept orders and assignments within fourteen days of receipt. Foot Special Vehicle Construction is no longer bound to the offer prices after a period of four weeks from the date of the offer. Fuß Spezialfahrzeugbau reserves ownership rights and copyrights to the offer documents, in particular to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties without sufficient consent. At the request of Fuß Spezialfahrzeugbau, the client must return the items in full and destroy any copies that may have been made if they are no longer needed in the normal course of business or if negotiations do not lead to the conclusion of a contract.
4. Prices and payment terms
4.1. All prices are plus statutory VAT. The sales tax is shown separately according to the sales tax rate applicable on the day of the invoice.
4.2. The deduction of cash discounts requires a separate express agreement.
4.3. If the agreed prices are based on the list prices of Fuß Spezialfahrzeugbau and the delivery is only to take place more than four months after conclusion of the contract, the list prices of Fuß Spezialfahrzeugbau valid at the time of delivery apply (in each case less a fixed or agreed percentage discount). In the event of a significant price increase, the customer has the right to terminate the contract.
4.4. The remuneration is due in full upon delivery, unless otherwise agreed in writing. If the client does not pay by the due date, the outstanding amounts will bear interest at 5% from the due date; The assertion of higher interest and further damages in the event of default remains unaffected. If there are defects, the customer does not have a right of retention unless the delivery is obviously defective or the customer obviously has the right to refuse acceptance of the work. In such a case, the customer is only entitled to retention if the amount withheld is in an appropriate relationship to the defects and the expected costs of subsequent performance (in particular the elimination of defects). The customer is not entitled to assert claims and rights due to defects if he has not made due payments and the amount due is in an appropriate relationship to the value of the defective delivery or work.
4.5. Offsetting against the client's counterclaims or withholding payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.
5. Delivery time
5.1. In the event of a delay in service, Fuß Spezialfahrzeugbau is only liable for intent or gross negligence within the scope of the statutory provisions. However, in the event of gross negligence, the liability of Fuß Spezialfahrzeugbau is limited to the foreseeable damage that is typical for the contract; This does not apply to liability due to injury to life, body or health.
5.2. Fuß Spezialfahrzeugbau is not liable for impossibility of delivery or for delays in delivery if these are due to force majeure or other reasons at the time of delivery Unforeseeable events (e.g. operational disruptions of all kinds, difficulties in material and energy procurement, transport delays, strikes or non-correct or late delivery from suppliers) have been caused by the conclusion of the contract and for which Fuß Spezialfahrzeugbau is not responsible. If such events make the delivery or service significantly more difficult or impossible and the hindrance is not only temporary, Fuß Spezialfahrzeugbau is entitled to withdraw from the contract. Fuß Spezialfahrzeugbau must inform the customer in a timely manner about the unavailability or late availability of the delivery. In addition, Fuß Spezialfahrzeugbau must immediately refund the consideration received. [next]
5.3. If the customer defaults on acceptance or otherwise violates existing obligations to cooperate, Fuß Spezialfahrzeugbau is entitled to claim the resulting damage, including additional expenses. In this case, when purchasing a Fuß Spezialfahrzeugbau product, the risk of loss or accidental deterioration of the purchased item passes to the customer at the point in time when he defaults on acceptance.
6. Retention of title
The delivery item remains the property of Fuß Spezialfahrzeugbau until all claims against the customer arising from the business relationship have been fulfilled. If the value of all security interests to which Fuß Spezialfahrzeugbau is entitled exceeds the amount of all secured claims by more than 20%, Fuß Spezialfahrzeugbau will release a corresponding portion of the security interests at the customer's request. In the event of breaches of duty by the customer, in particular late payment, Fuß Spezialfahrzeugbau is entitled, even without setting a deadline, to demand the return of the delivery item and to withdraw from the contract; the customer is obliged to return the delivery item. The request for the return of the delivery item does not constitute a declaration of withdrawal from Fuß Spezialfahrzeugbau, unless this is expressly stated.
7. Warranty for defects
7.1. Fuß Spezialfahrzeugbau guarantees that the new product is free of material defects at the time of transfer of risk to the customer. 7.2. Assurances regarding the properties of the product can only be given by the management of Fuß Spezialfahrzeugbau. They must be in writing and must be expressly marked as an assurance.
7.2. The customer's warranty rights only exist if the customer inspects the delivery item immediately after delivery and immediately reports any visible defects to Fuß Spezialfahrzeugbau. If a defect becomes apparent later, this must also be reported to Fuß Spezialfahrzeugbau immediately. Otherwise, the delivery item is deemed to have been approved, even with regard to the defect.
7.3. Claims for defects do not exist if there is only an insignificant deviation from the agreed quality or only an insignificant impairment of usability.
7.4. In the event of material defects, Fuß Spezialfahrzeugbau must be given the opportunity to provide subsequent performance within a reasonable period of time. Fuss Spezialfahrzeugbau has the right to choose between rectification of defects and subsequent delivery. [next]
7.5. If supplementary performance fails, the customer can withdraw from the contract or reduce the remuneration in accordance with legal regulations. Section 9 applies to claims for damages.
7.6. In the event of defects in components from other manufacturers that Fuß Spezialfahrzeugbau cannot remedy for licensing or factual reasons, Fuß Spezialfahrzeugbau will, at its discretion, assign its warranty claims against the manufacturers and suppliers for the account of the client. Warranty claims against Fuß Spezialfahrzeugbau in the event of such defects only exist under the other conditions and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the above-mentioned claims against the manufacturer and supplier was unsuccessful or, for example, is hopeless due to insolvency. During the duration of the legal dispute, the limitation period for the relevant warranty claims of the client against Fuß Spezialfahrzeugbau is limited.
7.7. Further claims by the customer, regardless of the legal basis, are excluded.
8. Property rights
8.1. In accordance with this Section 8, the seller guarantees that the delivery item is free of third-party industrial property rights or copyrights. Each contractual partner will immediately notify the other contractual partner in writing if claims are asserted against them due to the violation of such rights.
8.2. In the event of legal violations caused by products from other manufacturers delivered by the seller, the seller will, at his discretion, settle his claims against the manufacturers and sub-suppliers for the account of the client tend or assign it to the client. In these cases, claims against the seller only exist in accordance with this Section 8 if the legal enforcement of the above-mentioned claims against the manufacturers and pre-suppliers was unsuccessful or is hopeless, for example due to insolvency.
9. Damages
9.1. The liability of Fuß Spezialfahrzeugbau for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations and tortious acts, is in accordance with this Section 9, insofar as fault is involved restricted.
9.2. The seller is not liable:
9.2.1. in the case of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents;
9.2.2. in the event of gross negligence on the part of its non-executive employees or other vicarious agents, as long as it does not involve a violation of essential contractual obligations. Essential to the contract are the obligation for timely, defect-free delivery as well as advice, protection and care obligations, which are intended to enable the client to use the delivery item in accordance with the contract or to protect the life and limb of the client's staff or third parties or the client's property from significant damage .
9.3. To the extent that Fuß Spezialfahrzeugbau is fundamentally liable in accordance with Section 9. 2., this liability is limited to damages that the seller foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or taking into account the circumstances that were or should have been known to him, should have been foreseen when applying normal commercial care (foreseeable damage typical of the contract). Indirect damages and consequential damages that are the result of defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.
9.4. In the event of liability for simple negligence, Fuß Spezialfahrzeugbau's obligation to pay compensation for property damage or personal injury is limited to an amount of €5,000,000.00 for personal injury and an amount of €500,000.00 for financial loss (corresponding to the current liability insurance liability amount). The event of damage is limited, even if it involves a breach of essential contractual obligations. This applies to the extent that foreseeable damage typical of the contract is covered.
9.5. The above exclusions and limitations of liability apply to the same extent in favor of the seller's bodies, legal representatives, employees and other vicarious agents.
10. Statute of Limitations
10.1. The limitation period for claims and rights due to material defects - regardless of the legal basis - is 1 year. In the cases of Section 438 I No. 2 BGB, Section 479 I BGB or Section 634a I No. 2 BGB, the statutory provisions apply.
10.2. The limitation periods according to paragraph I also apply to all claims for damages against Fuß Spezialfahrzeugbau that are related to a defect - regardless of the legal basis of the claim.
10.3. The limitation periods according to paragraphs 1 and 2 do not apply
10.3.1. in case of intent,
10.3.2. if Fuß Spezialfahrzeugbau has fraudulently concealed a defect,
10.3.3. in cases of injury to life, body or health, in claims under the Product Liability Act, in the event of a grossly negligent breach of duty or in the event of a breach of essential contractual obligations.
10.4. The limitation period for all claims, with the exception of those specified in paragraph 1 sentence 2 and paragraph 3, begins with the delivery of the item. If the customer owes acceptance of the item according to the contract, the limitation period begins at the time of acceptance.
10.5. Unless otherwise specified, the legal provisions regarding the start of the limitation period, the suspension of expiry, the suspension and the new start of the deadlines remain unaffected.
11. Prohibition of assignment, place of performance
11.1. The assignment of the customer's claims against Fuß Spezialfahrzeugbau is only permitted with the written consent of Fuß Spezialfahrzeugbau.
11.2. Unless otherwise stated in the order confirmation, the registered office of Fuß Spezialfahrzeugbau is the place of performance.
12. applicable law, place of jurisdiction
12.1. If the customer is a merchant, the place of jurisdiction for all disputes arising directly or indirectly from this contract is the registered office of Fuß Spezialfahrzeugbau. However, Fuß Spezialfahrzeugbau is entitled to inform the customer of what is required for him
to sue at the applicable general place of jurisdiction.
12.2. The legal relationships arising from this contract are subject to German substantive law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13. Ineffectiveness individual provisions
13.1. If individual provisions of these delivery conditions are ineffective, the validity of the remaining contract remains unaffected.
13.2. The statutory regulations take the place of the invalid provision.
Legal status: October 2012
GENERAL CONDITIONS OF PURCHASE
the Fuß Spezialfahrzeugbau GmbH, Glinder Straße 6, D- 39128 Schönebeck/Elbe
1. General
1.1. The purchase of goods by Fuß Spezialfahrzeugbau GmbH (hereinafter: “Buyer”) takes place exclusively on the basis of these purchasing conditions. These are part of all contracts that the buyer concludes with his suppliers regarding the deliveries or services they offer. They also apply to all future business relationships, even if they are not expressly agreed again.
1.2. When the order is placed or the order confirmation is accepted, but at the latest when the buyer accepts the goods or services, the buyer's purchasing conditions are deemed to have been accepted.
1.3. Terms and conditions of suppliers that conflict with or deviate from the buyer's purchasing conditions do not apply, even if their validity is not specifically objected to in individual cases. Even if reference is made to a letter that contains or refers to the terms and conditions of the supplier or a third party, this does not constitute agreement with the validity of those terms and conditions. Acceptance of goods or services from the supplier or payment for them also does not constitute consent. Third-party terms and conditions will only be recognized with express written consent.
2. Orders and conclusion of contract
2.1. Orders from the buyer as well as changes or additions to the orders must be in writing to be effective. Oral agreements of any kind - including subsequent changes and additions to our general terms and conditions - require written confirmation from us to be effective.
2.2. The seller's offers are binding for the buyer and free of charge.
2.3. Unless the buyer's offers expressly contain a binding period, the acceptance period for the buyer's orders is two weeks from the offer date. The receipt of the declaration of acceptance by the buyer is decisive for timely acceptance.
3. Delivery arrangements
3.1. Delivery is free of charge unless otherwise agreed. If free delivery has not been agreed, the seller must provide the goods in a timely manner, taking into account the time for loading and shipping to be agreed with the carrier.
3.2. Shipping notes, waybills, invoices and all correspondence must contain the buyer's order number.
3.3. Agreed delivery dates and deadlines are binding. The receipt of goods by us is decisive for compliance. The seller informs the buyer immediately in writing if he realizes that he cannot meet the agreed delivery dates.
3.4. The unconditional acceptance of the delayed delivery or service does not constitute a waiver of the buyer's claims for compensation due to the delayed delivery or service.
3.5. Partial deliveries and early deliveries are generally not permitted unless the buyer has expressly agreed to them or they are reasonable for him. However, acceptance of the service does not change the originally agreed payment terms and dates.
3.6. In the event of delivery delays, the buyer is entitled, after prior written warning to the seller, to demand a contractual penalty of 0.5%, maximum 5%, of the respective order value for each week or part of the delay in delivery. The contractual penalty must be offset against the damage caused by the delay to be compensated by the seller.
4. Assumption of risk
4.1. Shipping is at the risk of the seller. The risk of any deterioration, including accidental loss, remains with the seller until delivery to the shipping address or place of use requested by the buyer.
5. Payment methods
5.1. The prices stated in the order are binding. The agreed prices are fixed prices plus statutory sales tax and exclude additional claims of any kind. Unless otherwise agreed in writing, the price includes delivery and transport to the shipping address specified in the contract, including packaging. If no prices are stated in the order, these must be agreed separately. The seller assumes all additional costs (insurance, duties, obtaining documents, etc.) for delivery to the shipping address or place of use requested by the buyer. Claims against the buyer only become due after the buyer has received all of the goods and received the properly prepared invoice documents.
5.2. The buyer pays the purchase price within 14 days with a 3% discount or within 30 days net, calculated from delivery and receipt of the invoice.
5.3. The seller may not assign, pledge or otherwise dispose of the seller's claims against the buyer.
6. Warranty
6.1. The right of the buyer is generally entitled to choose the type of supplementary performance. The supplier can only refuse the type of supplementary performance chosen by the buyer if it is only possible at disproportionate costs.
6.2. The buyer is entitled to set the seller a reasonable deadline to remedy the defect. If the defect is not remedied within this period, the buyer is entitled to withdraw from the contract or reduce the remuneration. Further claims for damages remain unaffected.
6.3. Claims for defects are asserted in a timely manner if they are asserted against the seller within 14 days of delivery of the goods. In the case of hidden defects, this notice period begins when the defect is discovered.
6.4. If the seller is unable to carry out subsequent performance or does not do so immediately, the buyer may, in consultation with the seller, carry out this himself or from a third party in urgent cases, in particular to avert acute dangers or to avoid major damage, at the seller's expense have done.
6.5. The refusal to continue negotiations in the event of disputed claims according to Section 203 Sentence 1 of the German Civil Code (BGB) must be made in writing.
6.6. Claims for defects - except in cases of fraudulent intent - expire in three years. The limitation period begins with the delivery of the subject matter of the contract.
6.7. The statutory warranty claims remain reserved.
7. Liability
7.1. To the extent that the seller is liable for product damage, the cause of which lies within his area of responsibility, he releases the buyer from third-party claims for damages. If the purchaser is obliged to carry out a recall campaign against third parties due to a defect in a product delivered by the supplier, the supplier will bear all costs associated with the recall campaign.
7.2. The seller is obliged to maintain product liability insurance.
7.3. The buyer's claims for damages against the seller remained unaffected.
8. Retention of title
8.1. A retention of title by the seller is only effective if the seller is authorized to resell and process the goods in the ordinary course of business and the retention of title expires upon payment of the purchase price.
8.2. Any extended or expanded retention of title is excluded.
9. Industrial property rights and rights of use
9.1. The seller guarantees that all deliveries are free of third-party intellectual property rights and, in particular, that the delivery and use of the delivery items do not infringe patents, licenses or other third-party intellectual property rights.
9.2. The seller releases the buyer and his customers from third-party claims arising from any infringements of intellectual property rights and bears all costs incurred by the buyer in this context.
9.3. The buyer is entitled to obtain licensing of the relevant delivery items and services from the entitled party at the seller's expense.
9.4. The seller is obliged to keep all images, drawings, calculations and other documents and information received secret. They may only be disclosed to third parties with the consent of the buyer. The obligation to maintain confidentiality also applies after the execution of this contract. Documents provided, including any duplicates, must be returned without request immediately after the order has been placed.
10. Place of performance and place of jurisdiction
10.1. The place of performance for both parties to the contract is the buyer's place of business.
10.2. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the buyer's registered office. However, the buyer is entitled to sue the seller at his general place of jurisdiction.
11. Final provisions
11.1. German law applies to the legal relationship between the buyer and the seller, excluding the provisions of the Vienna UN Convention on Contracts for the International Sale of Goods (CISG).
11.2. Should a provision in these purchasing conditions or a provision within the scope of other agreements be or become wholly or partially ineffective, this will not affect the effectiveness of other provisions or agreements. The statutory regulations take the place of the invalid provision.
Legal status: October 2012