General Terms and Conditions

General Terms and Conditions of Delivery and Payment of Krinner Drucklufttechnik GmbH

1 General - Scope of application

These general terms and conditions for deliveries apply between Krinner Drucklufttechnik GmbH (supplier) and its customers (purchaser). All deliveries and services, including future deliveries and services, including consulting and ancillary services, shall be provided exclusively on the basis of these general terms and conditions for deliveries. We hereby object to any purchasing and/or ordering conditions of the customer unless we have agreed to the customer's conditions in writing. The General Terms and Conditions of Repair and Assembly of Krinner Drucklufttechnik GmbH shall apply to repair and assembly services.
These general terms and conditions for deliveries shall only apply to companies within the meaning of § 310 para. 1 BGB (German Civil Code).

2 Offers - Offer documents

The supplier's offers include documents such as illustrations, drawings, weights and dimensions, which are only approximate unless they are expressly designated as binding and guaranteed. They serve to provide general information without guaranteeing or specifying a quality.
If an order of the Purchaser is to be qualified as an offer in accordance with § 145 BGB, the Supplier may accept this within three weeks.
The supplier reserves the right of ownership and copyright to illustrations, drawings, calculations and other documents. This also applies to such written documents that are labelled as confidential. The Purchaser requires the express written consent of the Supplier before passing them on to third parties.

The Supplier is obliged to make plans designated as confidential by the Purchaser accessible to third parties only with the Purchaser's consent.

3 Scope of delivery

The Supplier's written order confirmation shall be decisive for the scope of delivery. In the case of an offer by the Supplier with a time limit and timely acceptance by the Purchaser, the Supplier's offer shall be decisive, unless another, timely order confirmation is available. The Supplier reserves the right to make technical changes (including dimensions, weight, etc.) until final delivery. Further collateral agreements and changes require the written confirmation of the Supplier.

4 Prices, terms of payment

Unless otherwise stated in the order confirmation, the delivery prices are ‘ex works’, excluding packaging; this will be invoiced separately. VAT is payable on all delivery prices at the respective statutory rate. It shall be shown separately on the invoice at the statutory rate on the date of invoicing.
The deduction of a discount requires a special written agreement
Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 14 days of the invoice date.
The statutory regulations concerning the consequences of default of payment shall apply, in particular the calculation of the statutory default interest, whereby the Supplier reserves the right to prove higher damages caused by default in the event of default of payment.
The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, he is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

5 Delivery time

The commencement of the delivery period stated by the Supplier and compliance with the delivery date shall be subject to the clarification of all technical issues.
Compliance with the Supplier's obligations is also subject to the timely and proper fulfilment of the Purchaser's obligations (provision of all documents, approvals, release of plans). The defence of non-performance of the contract remains reserved. A further prerequisite is the timely provision of preliminary construction and assembly work on the part of the Purchaser, the provision of free electricity, gas, water and the necessary auxiliary personnel on site for the Supplier
If the Purchaser is in default of acceptance or culpably violates other duties to co-operate (see paragraph 2), the Supplier shall be entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved.
The Supplier shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions insofar as the Purchaser may be entitled to assert rights due to the loss of interest in the fulfilment of the contract as a result of a delay in delivery for which we are responsible.
The Supplier shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which the Supplier is responsible or if the Supplier's representatives or vicarious agents are at fault. Insofar as the delivery contract is not based on an intentional breach of contract for which the Supplier is responsible, the Supplier's liability for damages shall be limited to the foreseeable, typically occurring damage.
The Supplier shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which it is responsible is due to the culpable breach of a material contractual obligation. In this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.
Otherwise, in the event of a delay in delivery, the Supplier shall be liable for each full week of delay within the scope of a lump-sum compensation for delay amounting to 0.5% of the value of the delayed delivery, but not more than 5% of the value of the delivery (thus for a maximum delay of 10 weeks).

6 Transfer of risk, acceptance

Unless otherwise stated in the order confirmation, delivery ‘ex works’ is agreed, even if partial deliveries are made or the supplier has assumed other services (travelling, installation, assembly). The Purchaser shall bear the risk of transport.
If the Purchaser so wishes, the delivery intended for him shall be covered by transport insurance. The costs shall be borne by the customer.
Transport and other packaging in accordance with the Packaging Ordinance shall not be taken back, with the exception of pallets and other packaging items, for example, which the Supplier shall take back at its own discretion. The Purchaser is obliged to dispose of the packaging at its own expense.
If dispatch is delayed due to circumstances for which the Purchaser is responsible, the risk shall pass to the Purchaser on the day on which the Supplier is ready to dispatch the goods.
Partial deliveries and partial services are permissible. If receipt and acceptance of a delivery item is not carried out on time or is incomplete through no fault of the Supplier, the delivery item shall be deemed to have been accepted at the end of the 3rd working day after notification of readiness for delivery and acceptance.

7 Liability for defects

Claims for defects on the part of the purchaser presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).
If there is a defect in the purchased item, the supplier shall be entitled, at its discretion, to subsequent fulfilment in the form of rectification of the defect or delivery of a new item free of defects.
If the subsequent fulfilment fails, the purchaser is entitled, at his discretion, to demand withdrawal or a reduction in price.
The Supplier shall be liable in accordance with the statutory provisions if the Purchaser asserts claims for damages based on intent or gross negligence or on intent or gross negligence on the part of the Supplier's representatives or vicarious agents. Insofar as the Supplier is not accused of wilful breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage. In the event of culpable, material breach of duty on the part of the supplier, the supplier shall be liable in accordance with the statutory provisions; however, liability for damages shall be limited to the foreseeable, typically occurring damage.
Liability for culpable injury to life, limb or health remains unaffected. This also applies to mandatory liability under the Product Liability Act.
Unless otherwise stipulated above, liability is excluded.
The limitation period for claims for defects is 12 months, calculated from the transfer of risk, at the latest from receipt of the delivery item by the customer.
The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected.
The Supplier shall not be liable for faulty assembly or faulty commissioning by the Purchaser or third parties, unsuitable or improper use, natural wear and tear, unsuitable operating materials, faulty or negligent handling, unsuitable replacement materials or lack of maintenance, defective subsoil, unless these factors are attributable to a fault on the part of the Supplier.

8 Joint and several liability

Any further liability for damages other than that provided for in § 6 is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage in accordance with § 823 BGB.
Insofar as the Supplier's liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of the Supplier's employees, workers, staff, representatives or vicarious agents

9 Retention of title

The supplier retains title to the purchased item until all payments arising from the delivery contract have been received. In the event of behaviour contrary to the contract on the part of the customer, in particular in the event of default in payment, the supplier shall be entitled to take back the purchased item. The repossession or seizure of the purchased item does not constitute a cancellation of the contract unless the supplier has expressly declared this in writing. After taking back the purchased item, the Supplier is authorised to sell it; the proceeds from the sale shall be offset against the Customer's liabilities - less reasonable selling costs.
The purchaser is obliged to treat the purchased goods with care, in particular he is obliged to insure them sufficiently at his own expense against fire, water damage and theft at replacement value from the transfer of risk. The customer must carry out all necessary maintenance and inspection work in good time at his own expense.
In the event of seizures or other interventions by third parties, the Purchaser must inform the Supplier immediately in writing so that the Supplier can file a suit in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse the judicial and extrajudicial costs of such an action, the Purchaser shall be liable for the loss incurred by the Supplier.
Extended retention of title:

The Purchaser is authorised to resell the purchased item in the ordinary course of business. However, upon conclusion of the contract, he shall assign to the Supplier all claims in the amount of the final invoice amount (including statutory VAT) of the Supplier's claim against the Supplier, which accrue to him from the resale to his own customers or third parties, irrespective of whether he has resold the purchased item without or after processing. The Purchaser shall remain authorised to collect the claim even after the assignment. The Supplier's authorisation to collect the claim itself remains unaffected. This shall not apply as long as the Purchaser fulfils its payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of bankruptcy, composition or insolvency proceedings has been filed and payments have not been suspended. In such a case, the supplier may demand that the purchaser informs him of all assigned claims and their debtors, provides other information necessary for collection, hands over all necessary documents and discloses the assignment to his debtors (third parties).
The processing or transformation of the purchased item by the purchaser is always carried out for the supplier. If the purchased item is processed with other items not belonging to the Supplier, the Supplier shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other processed items at the time of processing. The provisions of § 9 regarding the retention of title to the delivered object of sale shall also apply to the new object created by processing.
If the purchased item is inseparably mixed with other items not belonging to the supplier, the supplier shall acquire ownership of the new item in the ratio of the value of the purchased item (final invoice amount plus VAT) to the other mixed items at the time of mixing. If mixing takes place in such a way that the Purchaser's item is to be regarded as the main item, the Purchaser hereby transfers proportional co-ownership to the Supplier. The Purchaser shall hold the Supplier's sole ownership or co-ownership in safe custody for the Supplier.
The Purchaser shall also assign to the Supplier its claims to secure the Supplier's claims against the Purchaser which accrue to the Purchaser against a third party through the combination of the purchased item with a property.
The supplier undertakes to release the securities to which it is entitled at the request of the customer if the realisable value of the securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released is incumbent on the supplier.

10 Place of jurisdiction, place of fulfilment, applicable law, severability clause

If the Buyer is a merchant, the place of jurisdiction shall be the Supplier's place of business. However, the Supplier shall also be entitled to sue the Purchaser at the competent court of his place of business or at the court of his place of residence.
The law of the Federal Republic of Germany shall apply insofar as it is relevant to the legal relationship between domestic parties. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
The place of fulfilment is the supplier's place of business.
In the event that individual contractual provisions or provisions of these terms and conditions are invalid, the remaining provisions shall remain valid. The contracting parties hereby agree to replace an invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.