These terms and conditions of delivery and payment apply to all our quotations, contracts, deliveries and services in business transactions with companies. Deviating agreements and buying conditions of our customers are only binding if they are confirmed by us in writing.
2. Quotations and prices
Our quotations are always non-binding until the conclusion of a contract. Contractual obligations only arise for us if we confirm these in writing. Prices are ex works. The list prices valid on the day of the delivery are charged, unless other prices have been expressly agreed. The respective value added tax valid at the time of delivery is added. Tariffs and other levies to be paid on the goods are borne by our customer.
3. Consistency and examples
Our brickworks products are homogeneous mass-produced goods, manufactured in a natural firing process. Provided nothing to the contrary is agreed, we deliver goods according to the applicable DIN standards in the normal factory sorting. Examples of every kind and size, samples, depictions and descriptions are therefore only to be regarded as non-binding viewing objects and are not decisive. Slight deviations do not justify complaints. The reference to DIN standards represents only a good description and not a quality guarantee in accordance with section 443 of the Civil Code. A quality and durability warranty must be expressly agreed or identified as such.
4. Delivery and passing of risk
Deliveries take place ex works. Our customer and/or his collector is responsible for proper loading and securing of the load in accordance with section 412 of the German Commercial Code. The risk of accidental loss and the accidental deterioration of the goods passes to the customer upon embarkation, even if a delivery is agreed. If the dispatching or acceptance is delayed for reasons beyond our control, the risk already passes to our customer with the receipt of the notification of readiness for dispatch. If a delivery is agreed, this takes place at our customer’s risk and expense. Our customer has to ensure that the unloading point can be driven to with heavy goods vehicles, that suitable unloading options exist, and that the delivery vehicle is promptly and properly unloaded. If these conditions are not satisfied, our customer is liable for damage occurring because of this. Deliver dates and delivery periods require express agreement. They are only binding if they are confirmed by us in writing. In the case of a change to the contract, the delivery period is only binding if it is confirmed by us again. For manufacturing and transport reasons, we reserve the right to an excess or shortfall in delivery of up to 3 %. The customer must tolerate reasonable part consignments.
5. Liability for defects
The customer must examine the delivered goods immediately after receipt. Notification of detectable deficiencies, differences in quantities, or incorrect deliveries must be given in writing before the combining, mixing or processing of the delivered goods, but within 7 days at the latest after acceptance of the goods, not immediately detectable deficiencies within 7 days after they become detectable. We are to be given opportunity to examine the complaints and to be present at the removal of samples for material tests. The slight damage, colour differences or efflorescences, occurring during manufacture, transport or processing, which do not impair the normal usability substantially, or the breakages normal in the industry cannot be the subject of complaints. In the case of timely and justified notice of defects, we could remedy the defect or make a new delivery according to our choice. If replacement deliveries or subsequent improvements fail or require disproportionate expenditure, our customer can - without prejudice to any damages claims in accordance with item 6 of these terms and conditions - withdraw from the contract or - after installation - demand a reduction of the purchase price.
6. Claims for damages and reimbursement of expenses
Claims not expressly acknowledged in these conditions, especially damages claims because of impossibility, inability, delay, violation of contractual accessory obligations, culpa in contrahendo, tortious act - also insofar as such claims are related to warranty rights of the customer (damage caused by a defective product) - are ruled out, unless
a. the damage is deliberate or
b. has been caused by gross negligence by executive staff or
c. contractual duties are culpably violated, non-adherence to which would jeopardise the achievement of the purpose of the contract.
In cases of the absence of promised characteristics, the vendor is liable to the extent that the promise pursues the purpose of safeguarding the customer against precisely the damage that has occurred.
Our invoices are immediately due and payable without deduction within 30 days from the billing date. We grant 2 % early payment discount on the value of goods for payments within 8 days after the invoice date. The receipt of money by us (value date for the bank account) is decisive for the promptness of payment. In the event of delayed payment (after elapsing of 30 days from the invoice date), we charge statutory default interest in the amount of 8 % above the basic in accordance with section 247 of the German Civil Code. The right to lodge a claim for further-reaching damages remains reserved. If the delay in payment persists even after reminder, we are entitled to only carry out further deliveries on advance payment. In the case of justified doubt in the creditworthiness of our customer (e.g. persistent non-adherence to our payment terms) we are also entitled to only carry out further deliveries on advance payment and to accelerate all open - even deferred - invoice amounts and to demand immediate cash payment or the lodging of security. This does not apply if our customer has made a complaint about the delivery with good reason. Our customer can only offset, or exercise a right of retention, against our claims with counterclaims which are uncontended or determined without further legal recourse.
8. Retention of title and insurance for receivables
The delivered goods remain our property (retention of title) until the full payment of all claims from the business relationship between ourselves and the customer. The exercising of retention of title does not at the same time mean withdrawal from the purchase contract. Our customer is entitled to resale of the reserved goods to retention of title in normal business transactions. Pledging or assignment as security of the goods is not permitted to him, however. He is obliged to ensure our rights to the reserved goods in the case of resale on credit. The claims of our customer from the resale of reserved goods are already ceded to us now. Our customer remains entitled to recovery of the claim, so long as he fulfils his obligations to us and does not fall into impairment of assets. Upon our request, the customer is to provide us with the information about the ceded claims that is necessary for recovery, to inform his debtors of the cession, and to surrender to us copies of the documents required for recovery. The customer carries out any processing of the reserved goods for us, without this leading to obligations for us. In the case of processing, combining, or mixing of the reserved goods with other goods not belonging to us, the co-ownership share arising for us in the new item is in the ratio of the value of the reserved goods to the other processed goods at the point in time of the processing, combining, or mixing. If our customer acquires sole ownership of the new goods, then it is agreed that our customer grants us joint ownership of the new item in the ratio of the value of the processed and/or combined, or mixed reserved goods and keeps this safe for us free of charge. If the reserved goods is resold together with other goods, regardless of whether this is without or after processing, combining, or mixing, then the agreed advance assignment only applies in the amount of the invoice value of the reserved goods which are resold together with other goods. Our customer is to inform us promptly of enforcement measures or other third party access to the goods subject to retention of title or to the claims ceded in advance, handing over the documents necessary for an intervention. Similarly, he is obliged to notify the creditors of our right of retention. We undertake to release the hedges granted to us according to the above conditions at our own discretion upon our customer’s request insofar as the value of the securities exceeds the claims to be secured by 10 %. In the case of the full payment of all of our claims from the business relationship, ownership in the reserved goods and ceded claims passes to our customer automatically.
9. Place of fulfilment and legal domicile
The supplying plant is the place of fulfilment. The legal domicile is Emmerich and/or Bad Liebenwerda provided that the conditions of section 38 of the Code of Civil Procedure are fulfilled. Exclusively the law of the Federal Republic of Germany applies to all contractual relationships.
10. Data privacy
Our customer thereby declares his consent to the data relating to his person, which is necessary in the framework of the contractual relationship, being centrally stored subject to the Federal Data Protection Act. The same applies to quotation data.
11. Final clause
If individual stipulations of these terms and conditions of delivery and payment are or become ineffective, the validity of the remaining conditions remains hereby unaffected. The legal regulations also apply.