General terms of delivery

General terms of delivery from 01.01.2021/XNUMX/XNUMX

  • 1
    General - Scope

(1) Our terms of sale apply exclusively; We do not recognize any conditions of the customer that contradict or deviate from our conditions of sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale also apply if we unconditionally execute upon delivery to the customer with knowledge of conflicting or deviating terms and conditions of the customer.

(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.

(3) The delivery of machines and equipment will only be accompanied by operating instructions if we have them. Before connecting and commissioning, the customer undertakes to ensure that the instructions are available and to ensure that the instructions are followed.

(4) Our terms of sale only apply to entrepreneurs within the meaning of Section 310, Paragraph 1 of the German Civil Code (BGB).

(5) All agreements that are concluded between us and the customer for the purpose of executing this contract are set out in writing in this contract.

 

  • 2
    Offer - offer documents
  • If the order qualifies as an offer in accordance with Section 145 BGB, we can accept it within 2 weeks.
  • We reserve property rights and copyrights to images, drawings, calculations and other documents. This also applies to written documents that are designated as “confidential”. Before passing them on to third parties, the customer requires our express written consent.

 

  • 3
    Prices - terms of payment
  • Unless otherwise stated in the order confirmation, our prices apply “ex works” - including loading in the factory - excluding packaging; this will be billed separately.
  • VAT is not included in our prices; it is shown separately in the invoice at the statutory rate on the day the invoice is issued.
  • Deduction of discount requires special written agreement.
  • Unless otherwise stated in the order confirmation, the purchase price is due for payment net (without deduction) within 30 days of the invoice date. The legal rules regarding the consequences of default in payment apply.
  • The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. He is also authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

 

  • 4
    Delivery time
  • The start of the delivery time specified by us presupposes the clarification of all technical questions.
  • Compliance with our delivery obligation also requires the timely and proper fulfillment of the customer's obligation. The exception of the unfulfilled contract remains reserved.
  • If the customer is in default of acceptance or if he culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage we incur in this respect, including any additional expenses. We reserve the right to make further claims.
  • If the requirements of Paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the customer at the point in time at which the customer is in default of acceptance or default.
  • We are liable in accordance with the statutory provisions insofar as the underlying purchase contract is a firm deal within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB. We are also liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further fulfillment of the contract has ceased.
  • We are also 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 we are responsible; Any fault on the part of our representatives or vicarious agents is attributable to us. If the delivery contract is not based on an intentional breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
  • We are also liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
  • In addition, in the event of a delay in delivery, we are liable for each full week of delay within the framework of a flat-rate compensation for delay of 0,5% of the delivery value, but not more than 3% of the delivery value.
  • Further legal claims and rights of the customer are reserved.

 

  • 5
    Transfer of risk - packaging costs

(1) Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.

(2) Transport and all other packaging in accordance with the packaging regulations will not be taken back; pallets are excluded. The customer is obliged to dispose of the packaging at his own expense.

(3) If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect are borne by the customer.

 

  • 6
    Liability for defects
  • Claims for defects on the part of the purchaser presuppose that the purchaser has properly complied with his inspection and complaint obligations under Section 377 of the German Commercial Code (HGB).
  • If there is a defect in the purchased item, the customer is entitled, at his option, to supplementary performance in the form of remedying the defect or delivering a new, defect-free item. In the case of the removal of defects, we are obliged to bear all expenses necessary for the purpose of the removal of the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item was moved to a location other than the place of performance.
  • If the supplementary performance fails, the customer is entitled, at his option, to withdraw from the contract or to demand a reduction in price.
  • We are liable in accordance with the statutory provisions insofar as the customer asserts claims for damages based on willful intent or gross negligence, including willful intent or gross negligence on the part of our representatives or vicarious agents. Unless we are accused of intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage. In addition, we are not liable for damage caused by slight negligence due to a defect in the object of purchase or work.
  • We are liable according to the statutory provisions if we culpably violate an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.
  • Liability for culpable harm to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
  • Unless otherwise regulated above, liability is excluded.
  • Regardless of this, however, we are liable to the customer to the extent to which our existing insurances provide replacement.
  • The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
  • The limitation period in the event of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years from the delivery of the defective item.

 

  • 7

Joint liability

  • Any further liability for damages than provided for in § 6 - regardless of the legal nature of the claim asserted - is excluded. This applies in particular to claims for damages arising from negligence when concluding the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code (BGB).
  • As far as the liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, employees, representatives and vicarious agents.

 

  • 8
    Securing retention of title
  • We reserve title to the purchased item until all payments from the delivery contract have been received. In the event of breach of contract by the customer, in particular in the event of default in payment, we are entitled to take back the purchased item. Taking back the purchased item does not constitute a withdrawal from the contract, unless we have expressly stated this in writing. If we seize the purchased item, we always withdraw from the contract. After taking back the purchased item, we are authorized to dispose of it; the proceeds from the sale are to be offset against the purchaser's liabilities - less reasonable disposal costs.
  • The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure them adequately at replacement value at his own expense against damage caused by fire, water and theft. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
  • In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 of the German Code of Civil Procedure, the customer is liable for the loss we incur.
  • The customer is entitled to resell the purchased item in the ordinary course of business; However, he already now assigns to us all claims in the amount of the final invoice amount (including VAT) of our claims that arise from the resale to his customers or third parties, regardless of whether the purchased item was resold without or after processing is. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. We undertake, however, not to collect the claim as long as the customer fulfills his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed for bankruptcy, composition or insolvency proceedings or payments have been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment.
  • The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we 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 same applies to the item created through processing as to the purchased item delivered with reservation.
  • If the purchased item is inseparably mixed with other items that do not belong to us, we 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 mixed items at the time of mixing. If the mixing takes place in such a way that the purchaser's item is to be regarded as the main item, it is agreed that the purchaser transfers proportional co-ownership to us. The customer shall keep the sole or joint ownership for us.
  • The customer also assigns to us the claims to secure our claims against him that arise against a third party through the connection of the purchased item with a property.
  • We undertake to release the securities to which we are entitled at the request of the customer insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is incumbent on us.

 

  • 9
    Delivery and assembly at the customer's plant
  • The customer has to reimburse the expenses for assembly wages and allowance rates. This also applies to overtime, work on Sundays and public holidays. Travel time and waiting time count as working time. The costs for the outward and return journey are to be paid for by the customer.
  • The work that has been prepared for assembly must be completed when assembly begins. The assembly work must be able to take place unhindered.
  • Upon request, the purchaser will provide assistance for the assembly, unloading and transport of the delivery item to the installation site at his own expense and provide the equipment required for installation and the materials required for commissioning. The provision of assistants and devices for assemblies, repairs and inspections takes place as required at the customer's own responsibility. The liability of Brauner Recyclingtech GmbH for the assistants provided by the customer is excluded.
  • Further details on remuneration, liability, etc. are agreed separately for each deployment of fitters.
  • The conditions for the execution of assemblies, repairs and inspections also apply to free services and for work within the scope of the warranty.

 

  • 10
    Place of jurisdiction - place of performance
  • If the customer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the customer at his local court.
  • The law of the Federal Republic of Germany; the validity of the UN sales law is excluded.
  • Unless otherwise stated in the order confirmation, our place of business is the place of performance.

 

  • 11
    Severability

(1) Should a provision of these conditions be ineffective or incomplete, this shall not affect the effectiveness of the rest. The ineffective or incomplete condition is to be reinterpreted and / or supplemented in such a way that the purpose pursued with it is achieved as far as possible.

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