§ 1 Acceptance
The following terms and conditions apply to all deliveries and services provided by CSG Reconditioning & Service GmbH (hereinafter referred to as the "Supplier"). Any differing purchasing conditions shall only be effective if confirmed in writing by the Supplier and shall not exclude the validity of the following terms and conditions in their entirety. To the extent that these terms and conditions of delivery conflict with other agreed general terms and conditions, the statutory provisions shall prevail.
Should any provision of these terms and conditions or any other agreements reached be invalid, the Supplier and the Purchaser shall be obligated to replace the invalid provision with a provision that is economically equivalent.
Our general terms and conditions of delivery and payment shall be deemed accepted upon receipt of the goods at the latest.
§ 2 Offers and Orders
All offers from the Supplier are subject to change unless they are designated as firm offers.
Orders only become binding upon written confirmation from the Supplier. This also applies to contracts concluded through representatives. Changes and additions must be made in writing.
§ 3 Patent Infringement
If the goods are manufactured and delivered in a design specifically specified by the Customer (according to a drawing, sample, or other specific specifications), the Customer warrants that the design does not infringe the rights of third parties, in particular patents, utility models, and other intellectual property rights and copyrights. The Customer is obligated to indemnify me against all claims by third parties that may arise from such an infringement.
§ 4 Prices
The agreed prices apply; these are ex works, excluding VAT and costs for packaging, freight, postage, and insurance.
If no fixed prices have been agreed and a significant change in order-related cost factors (e.g., wages, raw materials, energy) occurs, the agreed price may be adjusted in accordance with the influence of these cost factors. Prices may be adjusted to a reasonable extent. Prices are not binding for repeat orders.
§ 5 Delivery Quantities
For custom-made products, deviations of 10% upwards or downwards from the ordered quantity are permitted for technical reasons. An order for additional quantities of the same items ("repeat deliveries") is always considered a further order, which is subject to acceptance by the Supplier and its terms and conditions. The Supplier is not obligated to ensure replacement deliveries, subsequent deliveries, or the delivery of spare parts beyond the legally stipulated period.
§ 6 Delivery Time and Delay
The delivery time is only approximately agreed. The delivery period begins with the dispatch of the order confirmation, but not before all documents required for order execution have been provided, and is deemed to have been met if the goods have left the factory by the start of the delivery period or, if shipping is not possible, if the goods have been notified that they are ready for shipment. The delivery period shall be extended appropriately – even within a delivery delay – in the event of industrial action, in particular strikes and lockouts, as well as in the event of unforeseen obstacles that the supplier could not avert despite exercising reasonable care under the circumstances of the individual case (e.g., force majeure, operational disruptions, delays in the delivery of important raw materials and finished parts). This also applies if these circumstances occur at subcontractors. The supplier will notify the customer immediately of the start and end of such obstacles.
If an extension becomes unreasonable for the customer, they are entitled to withdraw from the contract if the contract has not yet been fulfilled. If delivery becomes impossible due to the aforementioned circumstances, the supplier may withdraw from the contract if it has not yet been fulfilled. The customer's claims for compensation are excluded in this and all other cases of delayed delivery, even after the expiration of any grace period granted to the supplier. This does not apply to cases of intent or gross negligence where liability is mandatory. The customer's right to withdraw from the contract after the fruitless expiration of a grace period granted to the supplier in the event of a delay in delivery remains unaffected.
§ 7 Packaging, Shipping, Transfer of Risk
Unless otherwise agreed, the Supplier shall select the packaging, shipping method, and shipping route at its sole discretion. The risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser upon leaving the delivery facility, even in the case of freight-free delivery. In the event of delays in dispatch for which the Purchaser is responsible, the risk shall pass upon notification of readiness for dispatch.
§ 8 Retention of Title
The delivered goods remain the property of the Supplier until the Customer has fully satisfied all claims arising from the business relationship at the time of conclusion of the contract.
The Customer is entitled to resell the reserved goods in the ordinary course of business and to collect the claims arising from their resale; the Supplier may revoke this right if the Customer fails to comply with the terms of payment or if a deterioration of its financial circumstances jeopardizes the Supplier's claim for consideration. Under these conditions, the Supplier is also entitled to take back the delivered goods. Taking back the goods by the Supplier shall only constitute a withdrawal from the purchase contract if the Supplier expressly declares this in writing. Furthermore, the Customer is not permitted to dispose of the reserved goods in any other way, in particular by pledging or transferring ownership as security.
Enforcement measures by third parties against the reserved goods or the claims assigned in advance must be reported to the supplier immediately.
In the event of resale, the purchaser hereby assigns to the supplier all claims arising from this against its customers, including all ancillary rights, until all claims of the supplier have been satisfied; the latter accepts this assignment. At the supplier's request, the purchaser is obligated to provide all information and hand over all documents necessary to assert the supplier's rights against the purchaser's customers.
The processing of the reserved goods is always carried out by the purchaser for the supplier. If the reserved goods are processed or combined with other goods not belonging to the supplier, the supplier acquires co-ownership of the new item in proportion to the value of the reserved goods to the other processed or combined items at the time of processing or combination.
If the Supplier's goods are combined with other movable objects to form a single item, and the other item is to be considered the main item, it is agreed that the Customer shall transfer proportionate co-ownership to the Supplier, to the extent that the main item belongs to the Customer. The Customer shall safeguard the ownership or co-ownership for the Supplier. In all other respects, the same applies to the item created through processing or combination to the reserved goods.
If the value of the securities existing for the Supplier exceeds its total claims by more than 20%, the Supplier shall be obliged, at the Purchaser's request, to release securities of its choice.
§ 9 Warranty and Liability
The limitation period for the warranty begins on the day of risk transfer and is six months. Obvious defects must be reported in writing to the purchaser within ten days of receipt of the goods; otherwise, the warranty obligation is void. Non-obvious defects must be reported in writing immediately after their discovery.
In the event of a justified complaint, the supplier is obliged, at its discretion, to repair the goods or provide a free replacement, excluding any further warranty claims by the purchaser. In both cases, the supplier is liable in the same way as for the original delivery. If repairs or replacements fail (e.g., in the case of serial defects) or require disproportionate effort (costs must be proportional to the goods delivered), or if they are not carried out within a grace period set by the purchaser, the purchaser may withdraw from the contract.
In the event that a final prohibition order has been issued against the supplier of a technical work tool pursuant to Section 5 of the German Act on Technical Work Equipment, the customer may demand, at the supplier's discretion, that the safety defect be remedied or that the technical work tool in question be replaced or taken back. This demand is excluded if one month has passed since the supplier notified the customer of the final prohibition order. Claims for damages arising from impossibility of performance, breach of ancillary contractual obligations (e.g., advice or information regarding the quality, possible uses, or maintenance requirements of the delivered goods), fault upon conclusion of the contract, and tort are excluded unless they relate to intent or gross negligence on the part of the supplier or its senior employees.
§ 10 Payment
All payments must be made in € (Euro) exclusively to the Supplier.
Unless otherwise agreed, the purchase price for deliveries or other services is payable with a 2% discount within 14 days and without deduction within 30 days of the invoice date. A discount is granted only upon settlement of all previously due and undisputed invoices.
If checks are issued, payment is deemed to have been made only after they have been cashed. Bills of exchange are only accepted after prior agreement. The acceptance of bills of exchange requires the possibility of discounting. Bill of exchange costs are always borne by the customer.
If the payment deadline is exceeded, default interest at a rate of 4% above the applicable Bundesbank discount rate will be charged, unless the supplier can prove higher interest rates.
The purchaser may only offset or assert a right of retention if its claims are undisputed or have been legally established.
If, after conclusion of the contract, the supplier becomes aware of facts regarding a significant deterioration in the purchaser's financial circumstances that, in its reasonable commercial judgment, are likely to jeopardize its claim to consideration, it may demand either the provision of suitable security within a reasonable period of time or performance in consideration until the time of performance.
If the purchaser fails to comply with this request by the supplier or does not comply with it in a timely manner, the supplier may withdraw from the contract. If the supplier only becomes aware of such facts after delivery of the goods, it may demand immediate performance from the purchaser or withdraw from the contract unless it can adequately secure its claim to consideration by other means.
If the customer defaults on a partial performance, the supplier may demand immediate payment of the entire remaining amount. In the case of a delay in performance caused by a significant deterioration in the customer's financial situation, the supplier may demand withdrawal from the contract without granting a grace period. In the case of a delay not caused by financial circumstances, the supplier may demand withdrawal from the contract after the expiration of a reasonable period without result.
§ 11 Fixtures, Tools
The supplier will invoice pro rata costs for the manufacture or procurement of tools on behalf of the customer. For orders canceled during the development stage or during the start-up period, the supplier reserves the right to invoice the entire cost.
Unless otherwise agreed, the supplier is and remains the owner of the tools. They will be used exclusively for deliveries to the customer, as long as the customer fulfills its payment and acceptance obligations. The supplier's obligation to retain the tools expires three years after the last delivery of parts from the tools. After that, the supplier may freely dispose of the tools.
If, according to the agreement, the customer becomes the owner of the tools, ownership shall pass to the customer upon payment of the purchase price. The transfer of the tools to the customer is replaced by the supplier's obligation to keep them safe. The supplier is entitled to exclusive possession of the tools until an agreed minimum quantity has been accepted and/or until the expiration of an agreed period. Upon the customer's request, the supplier must insure the tools at the customer's expense.
For tools owned by the customer or loaned by the customer, the supplier's liability for storage and maintenance is limited to the same level of care as in its own affairs. Maintenance and insurance costs are borne by the customer. The supplier's obligations expire if, after completion of the order and upon request, the customer fails to collect the tools within a reasonable period of time. As long as the customer has not fully complied with its contractual obligations, the supplier shall in any event retain the tools.
§ 12 Place of Performance, Place of Jurisdiction, Applicable Law
The place of performance is Drolshagen.
The place of jurisdiction is Siegen; this also applies to proceedings involving documents, bills of exchange, and checks.
German law applies exclusively. The application of the uniform laws on the international sale of goods and on the conclusion of international sales contracts for goods is excluded.
CSG Reconditioning & Service GmbH
GM, Carsten Sasse