Terms & Conditions

General Terms and Conditions

A. General

1. we shall only deliver in accordance with our following terms and conditions of sale, delivery and payment, even if reference is no longer expressly made at a later date in the case of permanent business relationships. Conflicting terms and conditions of the customer shall not be valid for us. Silence on order confirmations which refer to deviating terms and conditions of the customer shall not be regarded as consent. By accepting our delivery, the customer irrefutably agrees to the exclusive validity of our terms and conditions of sale, delivery and payment.

2 All offers submitted by us are subject to change. Orders shall only be deemed accepted once they have been confirmed by us in writing. Our order confirmation shall be decisive for the content of the contract if we do not receive a written objection within 14 days of the date of our order confirmation.

3. collateral agreements made before or upon conclusion of the contract shall in any case require our written consent to be effective.

4. If INCOTERMS are agreed for foreign transactions, the definitions defined and published by the International Chamber of Commerce in Paris shall apply.

B. Prices and payments

1. our prices are "ex works" excluding packaging, freight and insurance. Within Germany, delivery is "free domicile". Value added tax at the applicable statutory rate shall be added to the agreed prices in Germany.

2 Unless otherwise stated in the order confirmation, our invoices are payable net within 30 days of the invoice date. We grant a 2% discount for payment within 10 days.

3 If we become aware of circumstances that call the customer's creditworthiness into question, all our claims shall become due for payment immediately. In this case, we shall be entitled to demand cash payment against return of the bills of exchange, irrespective of the term of accepted bills of exchange. Our rights under § 321 BGB remain unaffected.

4. the customer is not entitled to assert a right of retention against our claims or to offset them with counterclaims unless they are expressly recognized by us or have been legally established.

C. Delivery, transfer of risk and acceptance

1. shipment is always at the expense and risk of the customer. Deliveries shall only be insured against transport damage at the express request of the customer and at the customer's expense.

2. the risk shall pass to the customer as soon as the goods leave our factory, even if partial deliveries are made. In the event of collection by the customer, the risk shall already pass upon notification of readiness for dispatch.

3. delivered items, even if they have minor defects, are to be accepted by the customer without prejudice to his rights under Section F. of these Terms and Conditions of Sale, Delivery and Payment.

D. Delivery time

1. binding deadlines for deliveries or services (delivery dates) must be expressly agreed as such in writing. An agreed deadline for deliveries or services (delivery period) shall only commence upon receipt of our order confirmation by the customer, but not before the customer has provided the technical information to be supplied. Any changes or extensions to the original scope of the order agreed after conclusion of the contract shall extend or postpone the original delivery periods or dates accordingly.

2 The delivery deadline shall be deemed to have been met if the delivery item has left our factory or readiness for dispatch has been notified by the time it expires. Partial deliveries are permissible.

3. two weeks after exceeding a non-binding delivery date or a non-binding delivery period, the customer may request us in writing to deliver within a reasonable period of time. We shall be in default with this reminder. If we are in default, the customer is obliged to set us a reasonable grace period in writing and to combine this with a threat of refusal. After fruitless expiry of the grace period, the customer shall be entitled to withdraw from the contract.

4. delivery and performance disruptions due to force majeure or as a result of labor disputes, official interventions, operational disruptions, material procurement or energy supply difficulties or other unforeseeable extraordinary circumstances for which we are not responsible, regardless of whether these circumstances occur in our company or at our subcontractors, shall extend the delivery time by the duration of the hindrance. This does not include cases in which we have met our deadline obligation despite the foreseeability of these circumstances, or have not taken possible and reasonable measures to prevent or avert the disruption to performance, or in which the hindrance itself is our fault. In accordance with the aforementioned provisions, we shall also not be responsible for the aforementioned circumstances if they occur during an already existing delay. We may only invoke these provisions if we notify the customer immediately of the occurrence and expected duration of such disruptions.

5. if the customer suffers damage due to a delay for which we are responsible, the customer shall be entitled to compensation. The amount of compensation shall be limited to 1% for each full week of delay - individual days fractionally - up to a maximum of 5% of the contract value. This shall not affect our liability in accordance with Section G, Clauses 2 and 3 of these Terms and Conditions of Sale, Delivery and Payment.

E. Retention of title

1. the delivered goods shall remain our property (reserved goods) until all our claims arising from the business relationship with the customer have been settled in full, even if the individual goods have already been paid for. In the case of current accounts, the reserved property shall serve as security for our balance claim.

2 Until the transfer of ownership, the customer must insure the delivery item against theft, breakage, fire, water and other damage. The customer hereby assigns to us all rights arising from the insurance contracts and his claims against their insurers. We accept the assignment.

3 The customer may neither pledge the reserved goods nor assign them as security. The customer must notify us immediately in the event of seizure, confiscation or other dispositions.

4. if the customer defaults on a payment deadline or the redemption of due bills of exchange or checks in whole or in part or behaves in any other way contrary to the contract, we are entitled to take back the goods subject to retention of title after a reminder. This shall also apply if the customer is over-indebted or has suspended payments, if an application is made to open insolvency proceedings against his assets or if there is any other significant deterioration in his financial circumstances. The assertion of the retention of title and the seizure of the delivery items by us shall not be deemed a withdrawal from the contract.

5. if our customer is commercially engaged in the resale of the delivery items, he shall be entitled to resell the delivery items in the ordinary course of business under his normal conditions as long as he is not in default of payment. In the event of resale, the claim from the corresponding legal transaction is hereby assigned to us in the amount of our invoice value. We hereby accept the declaration of assignment. The customer is authorized to collect these claims even after the assignment until our revocation, which is permissible at any time. Our authority to collect the claims ourselves shall remain unaffected by this; however, we undertake not to collect the claims as long as the customer duly meets its payment obligations.

We can demand at any time that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors of the assignment.

6. If goods subject to retention of title are resold by the customer together with other goods that do not belong to us, the customer's claim against the purchaser is hereby assigned to us in the amount of the delivery price agreed between us and the customer. Processing or transformation of the goods subject to retention of title shall always be carried out for us, without us assuming any obligation. In the event of further processing or combination with items supplied by third parties, we shall retain co-ownership of the new item in the ratio of the value of the goods supplied by us to the new item.

7. we undertake to release the securities to which we are entitled insofar as their value exceeds the claims to be secured by more than 20%.

F. Warranty and notice of defects

1. the customer must carefully inspect the delivered goods immediately after receipt and notify us in writing of any defects immediately after they become apparent.

2. in the event of defective delivery or performance, the customer shall be entitled, at our discretion, to rectification or free replacement delivery (subsequent performance). In this case, we shall bear the expenses necessary for the purpose of subsequent performance (in particular transport, travel, labor and material costs). If the rectification or replacement delivery also fails, the customer may, at his discretion, demand a reduction in the purchase price or remuneration (reduction) or withdraw from the contract. Withdrawal is excluded if the defect only insignificantly reduces the value or suitability of the purchased item or work. As a rule, rectification is deemed to have failed after the second unsuccessful attempt.

If we are in default with the rectification of defects or replacement delivery, the customer may assert the same rights after the fruitless expiry of a grace period set in writing. § Section 440 BGB and our liability under Section G Clauses 2 and 3 of these Terms and Conditions of Sale, Delivery and Payment shall remain unaffected.

3. a guarantee for the quality of the purchased item or the work within the meaning of § 443 BGB must be expressly assumed by us in writing, unless it is a purchase of consumer goods.

4. a warranty is excluded if our delivery item has been modified without authorization, in particular by installing third-party parts, and it cannot be ruled out that the defect is attributable to this.

5 The warranty period is 1 year from delivery of the purchased item or, in the case of work services, from acceptance. This does not apply if the item has been used for a building in accordance with its normal use and has caused its defectiveness.

6. We may refuse to remedy defects as long as the customer is in default with his obligations. This shall not affect a right of retention due to any delivery defects up to twice the amount of the rectification costs.

G. Liability

1. claims for damages due to all breaches of duty arising from the contractual obligation and from tort are excluded - in particular with regard to consequential damages.

2. our liability for damages resulting from injury to life, limb or health, for claims under the Product Liability Act, for express written guarantees and in all cases in which we are guilty of intent or gross negligence shall remain unaffected.

3. in the event of culpable breach of material contractual obligations within the meaning of Section 307 (2) sentence 2 BGB, we shall only be liable for foreseeable, typically occurring damage and only up to the amount of our liability insurance cover, even in cases of simple negligence.

H. Place of performance, place of jurisdiction and applicable law

1. the exclusive place of performance for both parties to the contract is our registered office at 88662 Überlingen,


2. the legal relationship with our customer is subject to the law of the Federal Republic of Germany with the exception of international sales law


I. Amendments, invalidity clause

1. amendments to these terms and conditions of sale, delivery and payment or other contractual agreements must be made in writing

2. should individual parts of these terms and conditions of sale become invalid by law or individual contract, this shall not affect the validity of the remaining provisions.

Braunwarth Aufrollsysteme GmbH
Status: 01.01.2007