AGB - General Terms and Conditions

§ 1 Scope of application

Business transactions with our customers shall be based on these General Terms and Conditions; any conflicting or deviating terms and conditions shall not be binding on us, even if we have not expressly objected to them or have carried out the delivery without complaint. Our GTC shall be deemed to have been agreed at the latest upon acceptance of the goods or services.

§ 2 Conclusion of contract

Our offers are subject to change; an order shall only be deemed to have been accepted once we have confirmed it in writing or the order has been executed without confirmation. Information is always non-binding.

§ 3 Prices

Our prices are net prices. They are quoted ex works or from the shipping station specified by us (excluding packaging and shipping costs) plus delivery costs. the sales tax applicable on the day of delivery. The price applicable on the day of delivery according to our price list shall be charged. Fixed prices require express written agreement.
We reserve the right to adjust the prices agreed in delivery contracts in the event of price changes on the world markets for precious metals that occur between the time a customer order is placed and the agreed delivery date, after delivery or when the invoice is issued.
Notwithstanding the above, fixed prices for precious metal components shall only apply in the event of immediate advance payment of the agreed partial order amount.

§ 4 Scope of deliveries and services

We expressly reserve the right to make changes to the choice of materials or manufacture as long as the price and/or the essential functions and/or the delivery time are not changed.

§ 5 Delivery periods

Delivery dates and deadlines are only binding after express written confirmation. The buyer cannot assert claims for damages against us due to late or non-delivery. The customer is obliged to provide all data, documents and other specifications required for the execution of the contract with the order, but at the latest immediately after placing the order.
In the event of unforeseen, extraordinary and unavoidable events, in particular strikes and delayed deliveries to us, the delivery period shall be extended appropriately by the duration of the hindrance plus a reasonable grace period or start-up time; or we shall have the right to withdraw from the part of the contract that has not yet been fulfilled.
The delivery deadline shall be deemed to have been met if the goods leave the specified dispatch station at the agreed time or the customer is notified that the goods are ready for dispatch, but the goods cannot be dispatched on time through no fault of our own. The same applies to delivery dates.

§ 6 Transfer of risk, shipping, packaging

The risk shall pass to the customer when the goods are handed over to the forwarding agent, carrier or other transport person, but at the latest when the goods leave our premises. This also applies to deliveries free domicile or free construction site. The goods shall only be insured against transport damage – even in the case of partial deliveries – at the express written request and expense of the customer. If dispatch is delayed for reasons for which the customer is responsible, the customer shall bear the risk of accidental loss or accidental deterioration of the goods after a request for acceptance, from receipt of the request for acceptance.
Shipment shall be at the customer’s expense and risk; if no shipping instructions are given by the customer, we shall choose the means and route of transportation at our discretion. The cost of packaging shall be charged at cost price. The packaging itself will not be taken back unless otherwise agreed.
If we are responsible for transport damage, the customer is obliged to notify us in writing of the transport damage immediately upon receipt of the shipment.

§ 7 Acceptance, takeover

We reserve the right to make excess or short deliveries to a maximum extent of 5% and to agree on packaging units as well as partial deliveries.
The customer shall also be in default of acceptance if we merely offer him delivery in writing. § Section 294 BGB is therefore waived. The other statutory requirements for default of acceptance remain unaffected. In the event of default of acceptance, we may withdraw from the contract and/or demand compensation.
In the case of delivery on call, the call within the agreed period shall constitute a primary performance obligation, due to the non-observance of which we shall be entitled to withdraw from the contract and/or claim damages.

§ 8 Retention of title, ownership by way of security

All goods ever delivered by us shall remain our property until full and final payment of all our claims arising from the business relationship.
We are entitled to assert our rights arising from the retention of title – in particular to take back the goods delivered under retention of title – without prior withdrawal from the respective purchase contract. Pledging or mortgaging our property is not permitted. In the event of foreclosure, our goods must be marked as our property and segregated. We must be informed of such measures immediately. The customer is entitled to sell the goods in the ordinary course of business as long as he is not in default or in payment difficulties. If the customer sells the goods to which we retain title, the claims arising from the sale are hereby assigned to us without the need for express confirmation in the event of sale.
Until final and complete payment of the goods, we shall have the right to enter the customer’s premises and take back the goods. As long as the delivered goods are the property of the seller, any processing of the goods, in which a new movable item is produced, is carried out on behalf of the seller without obligating the seller in any way.
Through this processing by the customer, the seller acquires a co-ownership share in the new item. The amount of the co-ownership share is determined by the ratio of the value of the goods subject to retention of title incorporated into the new item and the value of the items incorporated by the customer or third parties at the time of incorporation or processing. The value added by processing is not accessed; this is due to the customer.
The customer’s expectant right to acquire ownership of the goods delivered by the seller shall continue in the aforementioned co-ownership share of the seller in the new item. The customer is entitled to dispose of the seller’s co-ownership thus created in accordance with the above provision. In cases of combining or mixing (Sections 947, 984 BGB) of movable items, the seller shall acquire a co-ownership share in the items or material assemblies resulting from the combination or mixing in accordance with these statutory provisions as long as the customer has not yet settled all his liabilities to the seller.
With regard to the customer’s expectant right, the above applies accordingly.

§ 9 Payment, default

Invoices to credit customers must be paid within 10 days of the invoice date without deduction. A discount deduction requires prior written agreement.
In the event of late payment, we shall charge interest at a rate of 8 percentage points above the base interest rate from the due date as well as all legal and collection fees incurred. In the event of non-compliance with the terms of payment or in the event of circumstances which become known to us after conclusion of the contract and which call into question the creditworthiness of the customer from a banking point of view, such as an application for the opening of insolvency proceedings or a suspension of payment or circumstances which significantly reduce the creditworthiness of the customer and which jeopardize the claim to our owed consideration, all claims – irrespective of the term of any bills of exchange accepted – shall become due immediately after a reminder. In this case, we shall be entitled to perform outstanding deliveries and services only against advance payment or provision of security or to withdraw from the contract and/or demand compensation after the expiry of a reasonable grace period. Proof of the circumstances relevant to creditworthiness is deemed to have been provided by information from a reputable credit agency or bank.
We are entitled to assign the claims arising from our terms and conditions of business, in particular our claims from deliveries and services.

§ 10 Liability

We are not obliged to check materials, etc. made available to us for defects or other impairments, unless the defects are obvious to us. If we produce a new item from the materials made available to us by processing, transformation, etc., we shall only be liable for the damage caused directly by the processing and transformation, but not for damage attributable to a material already supplied to us in a defective condition or for defects whose cause is already inherent in the material made available to us.
If the rectification or subsequent performance fails, the customer is entitled, at his discretion, to reduce the price of the defective goods or to withdraw from the contract.
Our warranty obligation presupposes that the customer has notified us in writing of recognizable defects immediately upon receipt of the goods and that the goods have been inspected with the care of a prudent businessman upon arrival at their destination. Defects occurring at a later date must also be reported in writing without delay.
Further claims, in particular liability for consequential damages of any kind, in particular for claims for damages, regardless of the legal basis, do not exist and cannot be asserted by the customer, unless a written guarantee of quality or durability was given or the damage was caused by intent or gross negligence. Any claims for damages based on slight or medium negligence are excluded. Otherwise, liability claims are excluded if, as a result of further shipment or processing of the goods delivered by us or other circumstances on our part, it is no longer possible to check or determine whether a defect in the goods actually exists.
Further claims are – as far as legally permissible – excluded; this applies in particular to contractual and non-contractual claims for compensation for damage that has not occurred to the goods themselves. In the event of rectification of defects, we may demand that the goods be sent to us or the manufacturer’s works or kept ready for the purpose of rectification, at our discretion, with freight prepaid. Unless otherwise agreed, rust film does not constitute a defect, even in the case of I a goods.
Any claims based on paragraphs 2 to 6 shall become time-barred within the period of § 10 para. 7.
The warranty period for new items or manufactured works is limited to 1 year from the transfer of risk. This does not apply to the purchase of consumer goods.
In general, the warranty conditions for catalytic converters from Emission Partner apply.
The customer assures that any documents, plans, design drawings, etc. provided by him are his property and that the execution of the work does not infringe any patent, trademark or other property rights of third parties. If claims are nevertheless asserted against us by third parties for infringement of rights, the customer hereby indemnifies us against all claims of the third party.

§ 11 Data protection

The customer and we agree that the data received in the course of the business relationship may be stored and processed. Furthermore you will find under
data protection
for a complete privacy policy.

§ 12 Final provisions

Set-offs are excluded unless the counterclaim is undisputed, legally established or recognized by us; the same applies to the exercise of a right of retention. The customer is only entitled to assign claims against us to third parties with our written consent.
Amendments and supplements to these GTC must be made in writing to be effective.
Insofar as the parties have assigned claims and rights to each other in this contract, each party accepts the respective assignment of the other.
In addition to the General Terms and Conditions, the provisions of the respective operating instructions, safety data sheets and the instructions on compliance with the warranty shall apply in their most recent form. Should any provision of these GTC and the other agreements made be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision.
The law of the Federal Republic of Germany shall apply exclusively. The place of performance for all obligations, including a claim arising from withdrawal, is Oldenburg. If the customer is a merchant, a legal entity under public law or a special fund under public law, the court with subject-matter jurisdiction for Oldenburg shall be agreed as the place of jurisdiction for all disputes – including proceedings involving documents, bills of exchange and checks. The jurisdiction agreement also applies in the event that the customer does not have a general place of jurisdiction in Germany, moves his domicile or usual place of residence outside the area of application of the German Code of Civil Procedure after conclusion of the contract or his domicile or usual place of residence is not known at the time the action is brought.

Status: 27.03.2024