GENERAL TERMS AND CONDITIONS OF CMMC GMBH

I. JURISDICTION

  1. These terms and conditions apply exclusively to businesses, legal persons of public law, or special assets under public law in the sense of Article 310, Section 1 BGB. We will only recognize terms and conditions of purchasers of our product which conflict with or differ from our terms and conditions of sale in cases where we have explicitly agreed to their validity in writing.
  2. These terms and conditions also apply to all future transactions with the customer, insofar as it deals with related types of legal transactions.
  3. Individual agreements made with buyers (including collateral agreements, supplements, and changes) on a case-by-base basis have priority in each of these instances over the terms and conditions laid out here. Subject to proof of the contrary, a written contract or rather written confirmation of our agreement to the contents of individual agreements is standard.

 

 

II. OFFER AND CONCLUSION OF CONTRACT

Provided that an order is able to be viewed as an offer in accordance with Article 145 BGB, we can accept such an order within two weeks.

 

III. PROVIDED DOCUMENTS

We retain property rights and copyright on all provided documents – also in electronic form – such as calculations, drawings, etc.  in connection with the order placement by the customer. These documents may not be made available to a third party unless we grant the customer permission to do so via our explicit written consent. Should we not accept the offer made by the customer before the deadline as laid out in Section II, these documents must be sent back to us promptly.

 

IV. PRICE AND PAYMENT

  1. In so far as nothing contradictory has been agreed to in writing, our prices are only valid for ex works in addition to the legally-mandated sales tax, and they do not include packaging. The costs of packaging will be applied to the invoice separately.
  2. The payment of the sales price must be made exclusively to the specified account. The application of a discount is only permissible through separate written agreement.
  3. Unless otherwise agreed, the sales price must be paid to our business account within 21 days of product delivery. Interest owed due to late payment will be calculated to be 8% more than the base interest rate p.a. The right to enforce higher payment due to default damages remains reserved. The current base interest rate can be determined at www.bundesbank.de/de/bundesbank/organisation/agb-und-regelungen/basiszinssatz-607820.
  4. If no fixed price agreement has been made, the right is retained to make reasonable price adjustments due to changes in labour, material, or distribution costs for any shipments which occur three months or later following the conclusion of the contract.

 

V. RIGHTS OF RETENTION

  1. The customer is only authorised to exercise the right of retention if and only if their counterclaim is based on the same contractual relationship.

 

VI. DELIVERY TIME

  1. The beginning of the delivery time as specified by us presupposes the customer’s timely and orderly fulfilment of their obligations. The right to object to unfulfilled contracts remains reserved.
  2. In cases where we are unable to keep binding appointments due to reasons outside of our control (unavailability of service), we will promptly inform the customer and simultaneously offer a prediction of a new appointment. If the service is still not available by the updated appointment, we are entitled to either entirely or partially withdraw from the contract; we will reimburse the customer promptly for any payments already made.
  3. Should the customer fall into default of acceptance or culpably fails to complete other duties of cooperation, we are then justified to request compensation for any losses incurred, including additional expenditure. The right to further claims remains reserved. In so far as the aforementioned prerequisites are fulfilled, the liability for accidental loss or impairment of the purchased goods is transferred to the customer at the time point at which the customer defaults on acceptance or debts.
  4. In the case of a shipment delay which is neither intended by us nor brought about by gross negligence, we are responsible for the compensation for the delay in the amount of 0.5% of the shipment value, and, for each full week that passes without fulfilment of the shipment, the delay compensation increases by an additional 0.5%, with a maximum possible compensation amount of 5% of the total value of the shipment. We reserve the right to show that the customer incurred absolutely no or significantly smaller damages than the lump sum.
  5. Additional legal claims and rights of the customer on account of a delay in shipment remain in effect.

 

VII. TRANSFERENCE OF LIABILITY WITH SHIPMENT

 

  1. Should, by customer request, the wares be shipped to them, the risk for accidental loss or damage of the wares transfers to the customer at the point of despatch and at the latest at the point of leaving the plant/warehouse. This is valid regardless of whether the dispatch of the wares occurred from the place of fulfilment or who takes on the freight costs.

 

VIII. PROPERTY RETENTION

 

  1. We retain legal ownership of the delivered item until the payment of all claims stipulated in the delivery contract has been made in full. This is also valid for all future deliveries, even when we have not always explicitly invoked it. We are entitled to reclaim the purchased item should the customer be found in breach of contract.
  2. The customer is required, so long as legal ownership has not yet been transferred to them, to treat the purchased item with care. In particular, the customer is required to insure the purchased item against theft, fire, and water damage at their own expense, with the insured amount being sufficient to cover the costs of replacement. Should the conduction of maintenance and inspection work be required, the customer is obligated to carry out this work at their own expense and in a timely fashion. So long as the legal ownership has not yet been transferred, the customer must notify us promptly and in writing if the delivered object is impounded or released to other interventions of a third party. Insofar as the third party is incapable of reimbursing us for the legal and extra-legal costs of a lawsuit in accordance with Article 771 ZPO, the customer then becomes responsible for the losses incurred by us.
  3. The purchaser is entitled to the further resale of goods subject to reservation of title in the course of normal business practices. The purchaser hereby assigns us claims made by a subsequent customer arising from the further resale of goods which are subject to reservation of title in the amount of the final total invoice (including sales tax) that we mutually agreed upon. The assignation is valid independently of whether the purchased item is resold with or without further processing. The purchaser also remains authorised to recover outstanding accounts after the assignation. Our power to recover the outstanding account ourselves remains unaffected by this. We will not recover the outstanding account as long as the customer complies with their payment obligations arising out of the proceeds collected, is not in default of payment and in particular has not filed for a petition for the opening of insolvency proceedings and the payments have not been suspended.
  4. The processing and handling or alteration of the purchased item by the customer always occurs on behalf and by order of us. In this case, the expectancy right of the customer in regards to the purchased item or rather the altered item remains in effect. Insofar as the purchased item is processed with other objects that do not belong to us, we acquire the shared title to the new object in relation of the objective worth of our item for purchase to the other handled items at the time of processing. The same holds true in the case of mixing. Insofar as the mixing occurs in this manner, in which the object of the customer is considered to be the primary object, it is valid as agreed that the customer proportionally transfers to us joint ownership, and that is kept for us as the resulting sole or joint ownership. For the security of our claims against the purchaser, the purchaser assigns us all such claims which arise from a third party through the connection of the goods subject to reservation of title with a property; we hereby accept this assignment.
  5. We are obligated to release the rights granted to us at the behest of the of the buyer, insofar as their value surpasses the protected claims by more than 20%.

 

IX. WARRANTY AND NOTIFICATION OF DEFECTS, SUCH AS RECOURSE/MANUFACTURER RECOURSE

 

  1. Warranty rights of the buyer presuppose that this buyer is in proper compliance with their obligations for the proper investigation and notification of defects as owed in accordance with Article 377 HGB.
  2. Defect claims are limited to a 12-month period following the successful delivery to our customer of the goods shipped by us. For damages claims in cases of intent or of gross negligence as well as in cases of injuries to life, body, or health, which depend on the breach of duty by the user, either intentionally or by means of negligence, the legally-mandated limitation period is valid. In cases where the law forcibly prescribes longer time limits as is in accordance with Article 438 Sec. 1 Nr. 2 BGB (construction and items for construction), Article 445 b BGB (rights of recourse), and Article 634a Section 1 BGB (construction defects), these time limits are then in effect. Before any goods can be returned, our consent must be obtained.
  3. Should, in spite of all due diligence, the delivered goods possess some defect which already existed at the time point of the transference of liability, then, in the case that the customer has filed their damages claim in proper time and form, we will at our own discretion either repair the goods in question or ship a replacement. In all cases, we must be given the opportunity to repair the goods within a reasonable time frame. The rights of recourse remain undisturbed by the aforementioned provision without limitation.
  4. Should the repair fail, the customer can – regardless of any claims of damages – terminate the contract or reduce the compensation.
  5. Claims of defects cannot be made in the cases of insignificant deviation from the agreed-upon characteristics, natural wear and tear or damage which occurs after the transference of risk as a result of faulty or negligent treatment, excessive strain, unsuitable operating conditions, or also in cases where claims are made on account of specific external influences which are not covered by the current contract. Additionally, should improper maintenance or changes be performed by the purchaser or third party, claims of defects can also not be made for the work performed as well as for any and all consequences arising thereof
  6. The purchaser may not make claims on account of costs required for defect repair, particularly costs associated with transport, handling, labour, or material and including possible installation and deinstallation costs. This includes cases where the costs increase because the wares delivered by us were then subsequently taken to a location other than the purchaser’s place of business unless the transport is consistent with their intended purpose.
  7. The rights of the purchaser to recourse against us are in place only to the extent that the purchaser had made no agreements with their own buyer which go beyond the scope of the legally mandated defect claims. In regards to the extent of the buyer’s entitlement to recourse against the supplier, the according Section 6 applies.

 

X. MISCELLANEOUS

 

  1. This contract and the overarching legal relationships between the parties are subject to the law of the Federal Republic of Germany with the exclusion of the UN Contracts for the International Sale of Goods (CISG).
  2. Our place of business in Chemnitz is the place of fulfilment and sole court of jurisdiction for all disputes arising from this contract as long as not otherwise agreed in the order confirmation.
  3. All agreements made between the parties for the purposes of the execution of this contract are laid out in this contract in writing.
  4. Should a determination of these general terms and conditions or further agreements based thereon prove unworkable, or become so, the validity of the conditions apart from that remain undisturbed. The contract partners are obligated to replace the unworkable conditions with a provision that comes as close as possible to the economic intent of the condition to-be-replaced.

 

General Terms and Conditions Last Updated On: 20th of May, 2021