Scope

• These 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). We shall only recognize terms and conditions of the customer that are contrary to or deviate from our terms and conditions if we expressly agree to their validity in writing.
• These Terms and Conditions of Sale shall also apply to all future transactions with the Customer/Service Recipient, insofar as legal transactions of a related nature are concerned. 
• Individual agreements made with the buyer/service recipient in individual cases (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.
  

Insofar as an order is to be regarded as an offer in accordance with § 145 BGB, we may accept it within two weeks.

Prices and payment

• Unless otherwise agreed in writing, our prices shall apply ex location Berlin (Germany) excluding work from the office (home office) in the case of a provision of goods, packaging and plus value added tax at the applicable rate. Costs for travel activities will be invoiced separately. In the case of provision of goods, the cost of transportation will be charged separately. 
• Payment of the purchase price shall be made exclusively to the account specified overleaf. The deduction of a discount is only permissible with a special written agreement.
• Unless otherwise agreed, the purchase price shall be paid within 14 days after delivery. Default interest shall be charged at a rate of 8% above the respective prime rate p.a. (see https://www.bundesbank.de/Redaktion/DE/Standardartikel/Bundesbank/Zinssaetze/basiszinssatz.html). The assertion of a higher damage caused by default remains reserved.
• Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or more after the conclusion of the contract.

Rights of retention

The customer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

Delivery time (freelance work, provision of goods)

• The commencement of the delivery period stated by us is subject to the timely and proper fulfillment of the purchaser's obligations. We reserve the right to plead non-performance of the contract.
• If the customer is in default of acceptance or culpably violates other duties to cooperate, 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 above conditions are met, the risk of accidental loss or accidental deterioration of the purchased goods shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
• In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the framework of a lump-sum compensation for delay in the amount of 3% of the delivery value, but not more than 15% of the delivery value.
• Further legal claims and rights of the purchaser due to a delay in delivery remain unaffected.
  

Transfer of risk in case of shipment (provision of goods)

Retention of title

• We retain title to the delivered item (both performed freelance) until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the object of purchase as well as created for example: documentations, concepts or feasibility studies, if the orderer behaves contrary to the contract.
• As long as ownership has not yet passed to him, the purchaser is obliged to treat the object of sale with care. In particular, he shall be obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value (note: only permissible in the case of sale of high-value goods). If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at its own expense. As long as ownership has not yet been transferred, the purchaser 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 purchaser is entitled to resell the goods subject to retention of title or provided freelance activities in the normal course of business. The purchaser already now assigns to us the claims against the customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the purchased 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 customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended. 
  

Warranty and notice of defects as well as recourse/manufacturer recourse

• Warranty rights of the Purchaser require that the Purchaser has duly complied with its obligations to inspect the goods and to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
• Claims for defects shall become statute-barred 12 months after delivery of the goods delivered by us or freelance activities to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health which are based on an intentional or negligent breach of duty on the part of the user. (Note: in the case of the sale of used goods, the warranty period may be excluded entirely, with the exception of the claims for damages mentioned in sentence 2).
• If, despite all due care, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver 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.
• There shall be no claims based on Defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usefulness, of natural wear and tear and of damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective workmanship, inappropriate foundation soil or from particular external influences not assumed under the contract. If the Purchaser or third parties carry out improper repair work or modifications, there shall also be no claims for defects for these and the resulting consequences.
• Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a location other than the customer's branch office, unless the transfer is in accordance with their intended use.
• The Purchaser's right of recourse against us shall exist only to the extent that the Purchaser has not entered into any agreements with its customer exceeding the statutory mandatory claims for defects. Furthermore, paragraph 6 shall apply mutatis mutandis to the scope of the Purchaser's right of recourse against the Supplier.
  

Other

• This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
• The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation. 
• All agreements made between the Parties for the purpose of executing this Agreement are set forth in writing in this Agreement.
  

Note: This publication is made with the kind permission of the Hessian Chamber of Industry and Commerce.