General Terms and Conditions
Section 1 – General / Scope of validity
(1) These following General Terms and Conditions (“GTC”) shall apply to all contracts, deliveries and services as well as consulting services with customers if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
(2) The GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also referred to as “goods”), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§433, 631 BGB) as well as services associated with the goods. They shall also apply in their respective version as a framework agreement for all future contracts for the sale and/or delivery of movable goods as well as the provision of services with the same customer without us having to refer to them again in each individual case. The customer’s terms and conditions are only binding if they have been confirmed by us in writing. We object to the customer’s terms and conditions of purchase, even if we carry out the delivery to the customer without reservation in the knowledge of the customer’s GTC.
§ 2 – Offer / Offer documents
(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the customer with catalogues, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents, also in electronic form, to which we reserve property rights and copyrights.
(2) The order of the goods by the customer shall be deemed a binding offer of contract. The contract as well as other agreements and guarantee declarations are only concluded by our written confirmation of the order.
(3) If the contract is concluded by a commercial agent, it shall only be effective if it has been confirmed by us in writing or the ordered goods have been delivered. Verbal agreements shall only apply if expressly confirmed in writing. Claims arising from a contractual relationship are not transferable on the part of the customer without our written consent.
§ 3 – Prices
(1) Unless otherwise agreed, our prices shall apply ex works plus the respective
Applicable statutory value added tax.
(2) If goods are taken back by us as a gesture of goodwill, the customer is obliged to pay an amount of 20% of the value of the goods to compensate us for the costs incurred. The customer reserves the right to provide evidence of lesser damage.
§ 4 – Technical specifications
(1) The product details contained in our offers and information material, such as dimensions, weights, illustrations, descriptions, calculations, assembly sketches and drawings in sample books, price lists and other printed matter, are approximate values, but are non-binding for us. The same applies to information from the supplier factories.
(2) Samples and specimens shall be deemed to be average failures. Samples remain our property.
(3) Knowledge of physical conditions and the properties of the building materials available from us in accordance with the state of the art must be assumed on the part of the customer.
§ 5 – Delivery and acceptance obligations
(1) The delivery dates stated by us are non-binding unless they have been expressly confirmed by us in writing as a “binding delivery date”. The stated delivery times will be adhered to as far as possible. Minor exceedances are permissible. Since we also purchase goods in whole or in part from other manufacturers, the delivery of our goods is subject to correct and timely delivery to ourselves. The customer will be informed immediately about the unavailability of the goods. If a subsequent delivery is out of the question (impossibility) or if the service is not available even within a new delivery period, we are entitled to withdraw from the contract in whole or in part if we are not responsible for the failure to meet the delivery deadlines. Any consideration already provided by the customer will be refunded by us.
A delivery period shall be extended if obstacles occur after conclusion of the contract for which B.T. innovation GmbH is not responsible. This also applies within a delay that has already occurred. Extensions of the delivery period result, for example, from operational disruptions, strikes, lockouts, disruptions of traffic routes or technical difficulties that are inherent in the nature of the order and make its execution unreasonable or impossible for us or the supplier. This also applies if these circumstances occur at the supplier. We will inform the customer immediately of any delivery problems.
If the agreed delivery date is exceeded, the customer may set a reasonable grace period. If even then no delivery is made by the expiry of the period of grace, he shall be entitled to withdraw from the contract by written declaration, if the delay in delivery is based on a breach of contract for which we are responsible, our liability shall be determined in accordance with § 8.
(2) We are entitled to make partial deliveries. The customer is obliged to accept and pay for the partial deliveries, unless the acceptance of the partial delivery is unreasonable for him or affects his other contractual rights.
(3) Our deliveries are ex works, which is also the place of performance, unless otherwise agreed. The risk of accidental loss and accidental deterioration shall pass to the customer when the goods are handed over to the carrier. This also applies to transport with our vehicles. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back. The customer is obliged to dispose of the packaging at his own expense. Exchangeable means of transport such as pallet cages and Euro pallets must be returned by the customer to the forwarding agent in exchangeable condition (Epal) immediately after unloading. If the customer so wishes, we will cover the delivery with transport insurance. The costs incurred for this shall be borne by the customer.
(4) In the event of transport damage, the customer must inform us immediately and arrange for the carrier to record the facts.
§ 6 – Terms of payment
(1) Payments shall be due without deduction no later than 21 days after the date of the invoice, unless another payment term has been expressly agreed.
(2) If the financial situation of the customer deteriorates after conclusion of the contract and if facts become known which indicate that the claim for payment is at risk due to the customer’s inability to pay, we shall be entitled, after setting a reasonable deadline, to demand advance payments or corresponding bank guarantees from the customer at the customer’s discretion. In the event of refusal, we may withdraw from the contract. Invoices for partial deliveries already made and/or completed or not yet executed are due for payment immediately. Partial deliveries not yet delivered will be delivered after payment. The customer undertakes to pay for goods already purchased or delivered, as well as for parts of goods already in the production process at subcontractors, insofar as these are not already sufficiently covered by another provision on compensation for damages, etc.
(3) Payments of invoices by cheques or bills of exchange shall only be made on account of performance.
(4) We shall charge interest on arrears at a rate of 8%, in the event of default in payment, above the base interest rate applicable at the time. We reserve the right to prove and assert higher damages caused by delay.
(5) The customer may only set off counterclaims that are undisputed or have been legally established. The customer may not assert a right of retention from earlier or other transactions in the current business relationship. Payment may only be withheld due to defects or other complaints based on a complaint received by us in writing.
(6) Security deposits to be provided by us may be redeemed by us by guarantees from the net amount.
§ 7 – Liability for defects
(1) The statutory provisions shall apply to the rights of the customers in the event of material defects and defects of title of delivered goods (including wrong or short delivery as well as improper assembly or defective assembly instructions) or defective service performance, unless otherwise stipulated below. In all cases, special statutory provisions remain unaffected in the case of final delivery of the goods to a consumer (supplier’s recourse pursuant to §§ 474, 479 BGB).
(2) Claims for defects shall not apply in the event of only insignificant deviation from the agreed quality or only insignificant impairment of usability. In all other respects, our liability for defects shall be based on the written agreement on the quality of the goods or service. Insofar as the quality has not been agreed, it is to be assessed in accordance with the statutory regulation whether a defect exists or not (§ 434 para. 1 sentences 2 and 3 BGB). However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).
(3) The customer’s claims for defects presuppose that he has duly fulfilled his statutory obligations to inspect and give notice of defects (§§377, 381 HGB). Obvious defects must be reported in writing within a period of 10 days after receipt of the goods. If the customer fails to properly inspect the goods and/or notify us of defects, our liability for the non-notified defect is excluded.
(4) If the delivered goods or service are defective, we may first choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement). Our right to refuse the chosen type of supplementary performance under the statutory conditions remains unaffected.
(5) We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a proportionate part of the purchase price in relation to the defect.
(6) The customer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes; otherwise we shall be released from liability for the claims arising therefrom. In the event of a replacement delivery, the customer shall return the defective item to us in accordance with the statutory provisions.
(7) We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, if a defect is actually present.
(8) In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the customer shall have the right to remedy the defect itself and to demand reimbursement from us of the expenses objectively necessary for this purpose. We are to be notified immediately of any such self-execution, if possible in advance. The right of self-performance does not exist if we would be entitled to refuse a corresponding subsequent performance according to the statutory provisions.
(9) If the supplementary performance has failed or a measured deadline to be set by the customer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
(10) The customer’s claims for damages or reimbursement of futile expenses shall be governed by § 8.
§ 8 – General limitation of liability
(1) Insofar as nothing to the contrary arises from these GTC including the following provisions, we shall be liable in the event of a breach of contractual or non-contractual obligations in accordance with the relevant statutory provisions.
(2) We shall not be liable for damage caused by incorrect use or the improper installation of our products, insofar as this is not our responsibility. We expressly point out that the goods may only be used for the contractually specified purpose or the purpose customary for the product.
(3) We shall be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable for a) Damages resulting from injury to life, body or health. b) from the breach of an essential contractual obligation (obligation, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage.
(4) Insofar as liability pursuant to § 8 para. 1-3 is excluded or limited, this also applies to the
Liability of the owner, the executive bodies, senior staff, employees and other vicarious agents.
(5) The obligations arising from § 8 para. 2 – 3 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to customer claims under the Product Liability Act.
(6) The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty.
(6) The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty.
(1) Until the fulfilment of all claims (including all balance claims from current account) to which we are entitled against the customer for any legal reason now or in the future, the following securities shall be granted to us: The goods shall remain our property until payment has been made in full. If our (co-) ownership expires due to processing, mixing or combination, it is already agreed now that the customer’s (co-) ownership of the actual object shall pass to us in proportion to the value (invoice value). The customer shall hold our (co-) ownership in safe custody free of charge. Goods to which we are entitled to (co-)ownership are hereinafter referred to as reserved goods.
(2) The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business as long as he is not in default. Pledges or transfers of ownership by way of security are not permitted. The customer hereby assigns to us in full, by way of security, any claims arising from the resale or any other legal reason (insurance, tort) with regard to the goods subject to retention of title. The customer revocably authorises us to collect the claims assigned to us for our account in our own name. Upon request, the customer shall disclose the assignment and provide the necessary information and documents. Auf Verlangen hat der Kunde die Abtretung offen zu legen und die erforderlichen Auskünfte und Unterlagen zu erteilen. Costs and damages shall be borne by the customer.
(3) In the event of conduct by the customer in breach of the contract – in particular default of payment – we shall be entitled to take back the goods subject to retention of title at the customer’s expense or, if applicable, to demand assignment of the customer’s claims for return against third parties. The taking back or seizure of the goods subject to retention of title by us shall not constitute a rescission of the contract, unless the German Installment Purchase Act (Abzahlungsgesetz) applies. If goods subject to retention of title are installed by the customer as an essential component in the real estate of a third party, the customer hereby assigns the claims for payment arising against the third party or the party to whom it relates in the amount of the value of the goods subject to retention of title with all ancillary invoices including such for the granting of a security mortgage with priority over the rest; we accept the assignment. The seller of building elements intended for installation in a building of a third party as essential components on the basis of the customer’s contract for work and services with the builder agrees that the company’s (buyer’s) claim under the law of obligations to the creation of a security mortgage (§ 648 BGB) shall pass to the seller on the basis of and with the assignment of claims agreed above in the value of the building elements delivered. In order to assert these rights, the customer is obliged, upon request, to inform us whether and when the delivered construction elements have been installed. The customer is authorised to obtain the registration of a security mortgage himself, but is obliged to transfer these rights to us upon request (cf. §1153,1154para.3,873BGB).
(4) Cash payments, bank transfers or cheque payments made against the sending of a bill of exchange issued by the customer and accepted by the seller shall only be deemed to be fulfilment in accordance with sentence 1 when the bill of exchange has been honoured by the drawee and the customer is thus released from liability for the bill of exchange. The agreed retention of title (without prejudice to further agreements) shall therefore remain in force in favour of the seller until the bill of exchange has been honoured. Insofar as the value of the securities to which we are entitled exceeds our total claims by more than 10%, we are obliged to retransfer them at the customer’s request, whereby the selection of the securities to be released is incumbent upon us.
§ 10 – Jurisdiction
(1) If the customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Magdeburg. However, we are also entitled to bring an action at the customer’s general place of jurisdiction.
§ 11 – Applicable law
(1) These GTC and all legal relationships between us and the customer shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods.
§ 12 – Severability clause
(1) If individual provisions of these General Terms and Conditions should be invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision which, as far as legally possible, comes closest to the meaning and purpose of the invalid clause, taking into account the economic objective.