Business partners
We conclude contracts exclusively with entrepreneurs, not with consumers.
AB's Terms and Conditions of Purchase and Order shall be exclusively authoritative for orders and purchase orders placed by AB.
All orders placed and purchases made by AB shall - insofar as these terms and conditions do not regulate the issue - be processed exclusively on the basis of the statutory provisions.
The contractual partner of AB shall provide warranty and compensation for damages to the extent and for the duration required by law.
In addition to the statutory provisions, the following conditions shall apply.
The content of the contract shall be determined by our written order, where applicable in conjunction with our written confirmation of the contract.
The written form within the meaning of these terms and conditions shall also be deemed to have been complied with in the case of fax or e-mail.
The price stated in the order is binding.
Unless otherwise agreed in accordance with Incoterms 2010 of the International Chamber of Commerce (ICC), the prices shall be free place of destination.
The prices are exclusive of statutory value added tax.
The prices include the costs of packaging and transport insurance.
The prices also include any other costs incurred by the supplier.
Ancillary services shall not be remunerated separately.
AB shall be entitled to return packaging that is in good condition to the Supplier at the Supplier's expense. Shipping instructions for packaging shall be specially highlighted on the delivery bill.
Unless otherwise agreed, payment shall be made within 14 days with a 3% discount or within 30 days net in the means of payment of AB's choice.
The date of receipt of the invoice shall be decisive for the calculation of the payment and discount period. A delivery made before the agreed date shall not affect the start of the payment period linked to the receipt of the invoice.
The Supplier may not assign its contractual delivery obligations to third parties, either in whole or in part, without the written consent of AB.
The Supplier agrees that AB may offset all its claims against all its affiliated companies against existing claims against it or its subsidiaries and associated companies. Offsetting shall also be permitted if cash payment has been agreed on the one hand and payment in bills of exchange or another service on account of performance on the other.
Agreed delivery dates are fixed dates and must be strictly adhered to.
If the supplier realizes that he will not be able to meet agreed deadlines and dates, he must inform us of this immediately in writing.
The place of performance for all deliveries and services shall be the destination specified by AB.
In the event of a delay in delivery, AB shall be entitled to the statutory claims - withdrawal and compensation in lieu of performance - after the fruitless expiry of a reasonable period.
If and to the extent that AB is obliged to inspect the goods upon delivery, the period for inspecting the goods and reporting an obvious defect shall be 14 days from receipt of the delivery.
The notification period for hidden defects shall be 40 days from discovery of the defect. Hidden defects include defects which, in the case of shrink-wrapped goods, can only be detected when the packaging is opened. If the goods are delivered to a destination that does not correspond to the address of one of our registered offices, the notification period of 40 days from discovery of the defect shall always apply.
AB shall be entitled to the statutory claims for defects in full. The claims for defects shall also extend to the deliveries of the supplier's subcontractors.
AB may, at its own discretion, demand the rectification of the defect or the delivery of a defect-free item or the production of a new work, taking into account proportionality.
Subsequent performance shall be carried out as quickly as possible in coordination with AB and taking into account AB's operational interests.
If no supplementary performance is provided within a reasonable period of time or if it fails twice, AB shall be entitled to withdraw from the contract, reduce the purchase price, claim damages and/or reimbursement of expenses.
Claims for defects shall become time-barred in accordance with the statutory provisions.
The supplier shall bear all costs of subsequent performance, including the costs of e.g. return, dismantling, transport, travel, labor, material, planning, documentation services incurred during subsequent performance.
Insofar as AB incurs costs as a result of subsequent performance, we shall be entitled to invoice them at the usual local prices.
Should individual provisions of these terms and conditions be invalid in whole or in part, these terms and conditions shall otherwise remain applicable. In place of the ineffective provisions, § 133, 157, 242 BGB (German Civil Code) shall be used for the purpose of filling gaps by way of supplementary interpretation of the contract.
The Supplier shall maintain confidentiality towards third parties regarding all operational processes, facilities, equipment, documents, etc. of AB and its customers which become known to it in connection with its activities for AB, even after submission of the respective offers or execution of the contract. He shall impose corresponding obligations on his vicarious agents.
If goods arrive early, the invoice shall be valued on the delivery date contractually requested by AB. The value date shall be deemed to be the invoice receipt date.
In the event of defective goods or services or partial delivery contrary to the contract, the invoice shall be valued on the date of freedom from defects or complete delivery. The value date shall be deemed to be the date of receipt of the invoice.
Contracts between AB and its business partners shall be governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction shall be Bonn.
Our Terms and Conditions of Delivery and Payment, to which our customer declares his agreement when placing the order, shall apply exclusively, also for future transactions, even if no express reference is made to them, but they have been received by the customer with an order confirmed by us. If the order is placed in deviation from our Terms and Conditions of Delivery and Payment, our Terms and Conditions of Delivery and Payment shall also apply, even if we do not object. Deviations shall therefore only apply if they are expressly recognized by us in writing.
AB's written order confirmation shall be decisive for the content of the respective contract. Verbal agreements in connection with the conclusion of contracts made with employees of AB who are not authorized representatives shall also require written confirmation from AB in order to be effective
Statements of characteristics relating to the products and services of AB shall only be attributable to AB if these statements originate from AB or are made on the express instructions of AB or are expressly authorized by AB or AB has known or should have known these statements for four weeks and has not distanced itself from them. AB's agents within the meaning of Section 434 (1) BGB shall not include authorized dealers and customers of AB who act as resellers. A sufficient correction of property information within the meaning of Section 434 (1) BGB can in any case be made on AB's homepage at www.agrob-buchtal.de.
The basis for the properties of the contractual goods is DIN EN 14411 in its relevant parts. In addition, property specifications attributable to AB, which contain measurable values, are to be understood with a tolerance of ± 10%.
The customer shall only send orders and requests for execution in text form to the fax numbers or e-mail addresses provided for this purpose.
If the customer chooses different communication channels, the risk of timely processing shall be borne by the customer.
Ceramic tiles and slabs are manufactured in a wide variety of formats. This means that different quantities are required per square meter of laid surface. When calculating the price per square meter, the respective joint widths specified in standards for laying are taken into account.
The goods are packed in cardboard boxes and shrink-wrapped on pallets. The company INTERSEROH, contract no. 25454, is entrusted with the recycling of the packaging placed on the market by us in accordance with the requirements of the Packaging Act. All additional special packaging will be charged to the customer.
Where packaging is incurred, AB shall pack in accordance with the existing regulations and proceed in accordance with § 15 VerpackG.
Products labeled as 1st grade meet the requirements of the relevant standard DIN EN 144 11. Products labeled as 2nd grade do not meet the requirements of the aforementioned standard and have technical and/or visual defects that preclude qualification as 1st grade.
Due to the special features of ceramic production, the color of the delivered ceramic may deviate from the submitted hand sample. Particularly in the case of split tiles, a play of color is part of the normal appearance and is also intended in some cases. There are also permissible tolerances with regard to size and thickness.
The wear to which every floor covering is subject depends on the one hand on the area of application, the duration and frequency of use, the type and degree of soiling and on the other hand on the hardness and wear resistance of the covering material. The classification into stress groups refers to the wear resistance of the glazes, but not to their resistance to pressure and heavy weights.
Only those products are suitable for processing (in particular laying) for commercial and public buildings that have been expressly approved for this purpose by AB. The customer should therefore observe the respective recommendations for use of the products.
With some art and decorative glazes, glaze cracks (craquelé) - which sometimes only form after installation - are part of the typical appearance of the product. Craquelé does not impair the utility value of the tiles.
Drawings, execution plans, project planning proposals, laying plans, quantity extracts, drafts of bills of quantities and the like prepared by AB shall only represent a courtesy, are non-binding and must be checked for correctness by the customer in every case. AB assumes no liability for the correctness.
AB shall be entitled to sell and assign claims against its customers. Contractual prohibitions of assignment shall not apply.
In the case of contract manufacturing, i.e. products manufactured individually at the customer's request, it shall not be possible to cancel or return the ordered products.
AB shall be entitled to affix its own company logos and trademarks. The customer is prohibited from removing such signs affixed by AB.
Subsequent changes to the surface by re-firing the goods, in particular the application of decorations, shall require the prior written consent of AB.
AB's contractual partner shall also be obliged to agree to provisions C.2.01 and C.2.02 when reselling the products.
ATTENTION: The clauses of this section 3 regulate a special logistics procedure applicable between AB and the customer.
In order to enable an efficient flow of goods and to be able to work economically by means of productive logistics, the delivery of the goods must be organized so precisely that, for example, overloading of the loading ramps is avoided. This is taken into account, among other things, by a fundamental separation of delivery types. A distinction is made between EXW deliveries and freight bonded deliveries.
In principle, the following applies:
Unless C.3.04 is applicable, deliveries are made ex works (EXW). This means that all deliveries are ex works with the following proviso:
For the German mainland (i.e. not for German islands) as well as for the foreign regions listed in the current freight rate table (will be sent on request), the regulation of freight-binding delivery shall apply: This means that delivery shall be carried out exclusively by a carrier commissioned by AB within the framework of a complex logistics system.
The customer shall pay a freight price for the transportation, which is based on the applicable freight rate table, which shall be made available to the customer on request.
All purchase contracts are concluded as sales shipment contracts within the meaning of § 447 BGB. § Section 447 paragraph 2 BGB shall not apply.
The risk shall pass to the customer upon handover to the carrier.
The customer shall bear the freight costs.
The customer is not entitled to issue instructions to the carrier with regard to transportation. This also applies to partial deliveries (see clause C.5.02).
Even if the principle of freight-binding delivery applies in accordance with Section C.3.04, the following exception is possible:
The customer is entitled, if he can prove in individual cases that a transport organized by himself would be more favorable for him, to collect the goods himself or have them collected in accordance with the following provisions:
Only one destination is possible per purchase. This means, for example, that AB generates two order confirmations with separately calculated freight costs in accordance with the freight table from an order for a quantity of goods to be shipped to two different locations.
It shall only be possible to combine several shipments for one destination if the customer expressly requests this by fax or e-mail and AB has the corresponding freedom of disposition. Delivery periods shall be extended or delivery dates postponed in this case in accordance with Section C.4.
A change of destination by the customer is not possible after conclusion of the contract.
Freight costs are shown separately and are excluded from any discounts and cash discount deductions.
The delivery shall only be insured at the written request of the customer and then at the customer's expense.
For other types of delivery, too, all risk shall pass to the customer when the goods leave AB's works.
If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer when the goods are ready for dispatch - in the case of agreed collection, when they are made available on the agreed delivery date.
In the case of collection by the customer or delivery to the customer, but not in the case of direct delivery to construction sites, AB may, if the goods are packed on Euro pallets, take back the same number of exchangeable pallets of the same type and quality in exchange, if this has been agreed in advance. Only pallets that are not in need of repair can be exchanged, otherwise the current pallet price per pallet will be charged.
If the goods are packed on heat-treated or fumigated pallets, the corresponding current price for heat-treated pallets shall be applied.
If AB takes back goods as a gesture of goodwill, i.e. if there is no obligation to take them back, the customer shall bear the freight costs. In addition, a return fee of 25% of the invoice value of the goods shall be charged or deducted when the goods are credited.
In the event of delivery by AB and a delay in acceptance and processing of more than two hours, which is due to the fault of the body accepting the goods, AB reserves the right to charge the damage incurred by the forwarding agent or to invoice it in accordance with the corresponding freight agreement.
Any agreed delivery periods shall apply ex works, unless expressly agreed otherwise. Such delivery periods shall commence at the time specified in the order, but at the earliest when the documents, approvals, call-offs and shipping addresses to be procured by the customer have been received, all details of the order have been clarified (see also C.3.12) and the customer has made agreed down payments or provided securities. If a delivery period has been agreed, this shall be extended appropriately if the customer is in arrears with the provision of documents, approvals, shipping addresses, notifications, down payments or securities to be procured by him. If a delivery date has been agreed, this shall be postponed appropriately if the customer is in arrears with the provision of documents, approvals, shipping address, notifications, down payments or securities to be procured by him. A corresponding postponement of delivery dates or extension of delivery times shall also take place if the prerequisites for the services to be provided by AB, which the customer has to provide himself or through third parties, are not met in good time or if rescheduling is carried out at the customer's request within the meaning of C.3.12.
If the customer requests changes to the order after order confirmation, the delivery period shall not begin until AB confirms the change. The delivery date shall be postponed accordingly.
"Force majeure" means the occurrence of an event or circumstance that prevents a party from fulfilling one or more of its contractual obligations under the contract, if and to the extent that such party proves: [a] that such impediment is beyond its reasonable control; and [b] that it was not reasonably foreseeable at the time the contract was concluded; and [c] that the effects of the impediment could not reasonably have been avoided or overcome by the party concerned.
In the absence of evidence to the contrary, the following events affecting a party shall be presumed to satisfy conditions (a) and (b) of paragraph 1 of this clause: (i) war (declared or undeclared), hostilities, invasion, acts of foreign enemies, extensive military mobilization; (ii) civil war, riot, rebellion and revolution, military or usurped power, insurrection, acts of terrorism, sabotage or piracy; (iii) currency and trade restrictions, embargo, sanctions; (iv) lawful or unlawful official acts, compliance with laws or governmental orders, expropriation, confiscation of works, requisition, nationalization; (v) plague, epidemic, natural disaster or extreme natural event; (vi) explosion, fire, destruction of equipment, prolonged breakdown of transportation, telecommunications, information systems or power; (vii) general industrial unrest such as boycott, strike and lockout, slowdown, occupation of factories and buildings.
A party who successfully invokes this clause is released from its obligation to perform its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract from the time when the impediment causes the inability to perform, provided that notice is given without delay. If notice is not given promptly, the release shall take effect from the date on which the notice is received by the other party. If the effect of the claimed impediment or event is temporary, the above consequences shall only apply for as long as the claimed impediment hinders the performance of the party concerned. If the duration of the alleged impediment has the effect of substantially depriving the parties of what they could reasonably expect under the contract, either party shall have the right to terminate the contract by giving notice to the other party within a reasonable time. Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the impediment exceeds 120 days. Termination after 120 days is excluded if the goods have already been manufactured.
A claim for damages instead of performance or for damages due to delay shall be excluded in the cases of Section C.4.03 if AB has informed the customer of the impediments to performance without delay.
The same shall apply to fixed-date transactions if the aforementioned delays do not cease in good time.
Any damages to be paid by AB due to delay shall be limited to the negative interest.
If the goods are custom-made at the customer's request, AB shall be entitled to deliver up to 10% more without this being considered a breach of duty. The purchase price shall change accordingly.
Partial deliveries shall also be permitted to an extent that is reasonable for the customer.
If AB makes use of the right of partial delivery or excess delivery, payments for goods already delivered may not be withheld for this reason.
All prices are ex works plus freight costs, toll charges and energy cost surcharge as well as VAT at the statutory rate applicable at the time of delivery of the goods.
If the cost factors change after conclusion of the contract, in particular the prices for raw materials or auxiliary materials as well as wages and transportation costs, AB may adjust the prices and price group codes accordingly if the period between order confirmation and delivery is longer than 4 months.
The price lists valid on the day of the order shall apply. The price lists shall be sent on request.
In principle, the price lists are valid for one calendar year. However, AB reserves the right to make changes during the year. Such changes shall take effect four weeks before the end of the quarter following publication on the Internet or by notification.
Freight costs shall be shown separately and shall not be subject to any discounts or cash discounts.
Each partial pallet is not charged at the pallet price, but at the corresponding package price.
Special net prices apply to full pallets. The gross list price less standard conditions may be charged for partial pallets.
The provisions of the Value Added Tax Act apply to advance payments.
Unless otherwise agreed, payments are due immediately.
The timeliness of payment shall be determined by the date of receipt in AB's account.
A 2% discount shall be granted for advance payment and a 1% discount for payments made within 14 days.
Payments to be made to AB shall be due no later than 30 days after the invoice date. If this date is exceeded, the debtor shall be in default of payment. If the customer is in arrears with payment obligations of any kind towards AB, all existing claims shall become due immediately.
If the customer is in default of payment, AB shall charge a reminder fee of €15.00 for each reminder. If the customer is in default of payment, AB may charge interest on arrears at a rate of 9% above the prime rate. The proof and assertion of further damages shall remain unaffected by this.
The place of performance for payments shall be the registered office of AB.
The customer may only offset undisputed or legally established claims.
The customer has no right of retention. However, the rights pursuant to § 320 BGB shall remain unaffected as long as and to the extent that AB has not fulfilled its warranty obligations.
If a significant deterioration in the customer's financial situation occurs after conclusion of the contract - if a declaration of intent by the customer is still required for conclusion of the contract, after the last declaration of intent by AB directed towards conclusion of the contract - AB may, at AB's discretion, demand advance payment or provision of security for all services and deliveries still to be performed from contracts arising from the same legal relationship (§ 273 BGB). If the customer does not comply with this request, AB may withdraw from the said contracts or, after setting a deadline, demand compensation instead of performance, namely 25% of the non-executed order amount without special proof, unless the customer proves a lower damage. AB shall also be entitled to demand compensation for damages in excess of the lump sum.
The repayment of several claims as well as principal claims, interest and costs shall be made in accordance with §§ 366 paragraph 2, 367 paragraph 1 BGB. However, the debtor shall retain the defense of non-performance of the contract pursuant to Section 320 BGB.
For the pre-notification in the direct debit procedure, which takes place by sending the collection notification, the notice period is shortened to one day. The pre-notification shall be sent at least one day before the due date.
In the case of deliveries within the European Union (Section 6a of the Value Added Tax Act), the customer undertakes to confirm to AB after arrival of the goods at their destination that the goods have arrived in the rest of the Community (confirmation of arrival in accordance with Section 17a of the Value Added Tax Implementing Regulation). AB shall provide a one-time link or alternative documents for this purpose. If the customer does not comply with this obligation within two months of delivery, AB shall be entitled to charge a security deposit in the amount of the VAT applicable in the Federal Republic of Germany at the time of delivery.
The customer must first inspect the delivery for packaging damage or abnormalities in the packaging. Wherever this is the case, the customer must remove the packaging and inspect the goods. If isolated defects are found, the customer must intensify the inspection. Any warranty claims are excluded if this regulation is violated.
Unless otherwise agreed, payments are due immediately.
In any case, the customer must take random samples of the delivered goods. The more defects are discovered, the more intensively the customer must check. In the event of a breach of this provision, any warranty claims shall be excluded.
Obvious defects must be reported to AB in writing within 6 days of arrival at the destination, stating the specific complaints in detail.
The customer must also report hidden defects in this form immediately after discovery.
In the event of a breach of provision C.8.04 or C.8.05, any warranty claims shall be excluded.
Defects that are only recognizable after opening packages must also be reported in writing within the aforementioned period, but no later than six months after delivery, and in any case before processing the delivered goods. Any and all warranty claims shall be excluded in the event of a breach of this provision.
The goods must also be checked for color deviations before processing (i.e. in particular: laying) by cleaning the tiles. If processing is nevertheless carried out, the processed goods shall be deemed approved.
Obviously defective goods must not be processed. If processing is nevertheless carried out, the processed goods shall be deemed to have been approved.
If the defectiveness is discovered during processing, no further processing shall take place. If processing is nevertheless carried out, the processed goods shall be deemed to have been approved.
When ordering goods with special properties that cannot be determined without special experimental verification, e.g. surface finishes, the packaging of the goods must be checked to see whether it contains a reference to these special properties. If this is not the case, the lack of such information must be reported within seven days of delivery. If the goods are processed despite the absence of the notice, any warranty and liability for the absence of the property in question shall be excluded. In the event of a breach of the obligation to give notice of defects and in the event of processing, the processed goods shall be deemed to have been approved.
Rejected goods must be kept ready for inspection by AB in the condition in which they were at the time the defect was discovered. In the event of a breach of this provision, the customer must prove that the condition of the goods has not deteriorated as a result of his behavior and that subsequent performance has not become more costly.
The rejected goods must be stored properly by the customer until the complaint has been clarified. Any deterioration of the goods resulting from a breach of this provision and any loss of the goods resulting therefrom shall be borne by the customer.
If a defect only becomes apparent after processing, dismantling (removal of the tiles) may only take place after AB has been given the opportunity to inspect the defect within a reasonable period of time and in a reasonable manner or if AB has agreed to the dismantling in writing. Any warranty claims shall be excluded in the event of a breach of this provision.
The following warranty limitation shall not apply to damages resulting from injury to life, body or health, which are based on an intentional or negligent breach of duty by AB or one of our legal representatives or vicarious agents. It shall also not apply if any other damage is based on intent or gross negligence.
The statutory warranty period shall apply.
In deviation from C.9.01, the warranty period for goods sold by the customer to resellers shall be 5 years from delivery to the customer. Should the customer be entitled within this period to raise the defense of the statute of limitations against his customer, then, if this is not done in good time, only the shorter warranty period of the customer towards his customer shall apply, also in relation to AB.
Any liability and warranty shall be excluded for insignificant defects. In the event that the customer has a right to supplementary performance, AB shall decide whether the supplementary performance shall take place by remedying the defect or by delivering a defect-free item
Work on goods delivered by AB or other services provided by AB shall only be deemed to be work to remedy defects or rectify defects,
Without these prerequisites, such work shall be regarded as a chargeable special service.
In all other respects, rectifications or replacement deliveries shall also be provided by AB as special services subject to a charge if they are not expressly carried out in recognition of a legal obligation.
If the warranty period is suspended or interrupted by work or replacement deliveries carried out by AB, such suspension or interruption shall only extend to the quantity affected by the replacement delivery or rectification.
The customer shall give AB the necessary time and opportunity to carry out repairs and replacement deliveries owed under warranty. Only in urgent cases to prevent disproportionately large damage, in which case AB must be notified immediately, or if AB is in default with the rectification of a defect, shall the customer have the right to rectify the defect himself or through third parties and to demand reimbursement of the necessary costs from AB.
If, after a reasonable number of attempts to be judged on a case-by-case basis, a supplementary performance to be carried out at AB's discretion has not led to the rectification of the defect, the customer shall be entitled to withdraw from the contract. At least three attempts at subsequent performance shall be deemed reasonable.
If AB has refused subsequent performance despite the customer's corresponding right to subsequent performance, the customer shall be entitled to withdraw from the contract immediately.
The same shall apply if AB has not carried out a supplementary performance, to which AB is entitled, within a reasonable grace period to be set by the customer.
The customer shall only be entitled to reduce the price (reduction) if AB agrees to this.
All further claims of the customer shall be excluded.
No warranty shall be assumed for damages for which AB is not responsible. This includes, for example, damage caused by the following reasons: Unsuitable or improper use, incorrect assembly by the Customer or by third parties, natural wear and tear, incorrect or negligent handling.
AB shall not assume any warranty for components provided by the customer. The Customer shall be solely responsible for the suitability and quality of such components, unless expressly agreed otherwise.
In the context of subsequent performance, AB shall not be obliged to reimburse the costs incurred by the customer due to the fact that he had already processed the goods.
AB shall only provide a warranty for the KeraTwin K20 system if it fully complies with the building inspectorate approval of the German Institute for Building Technology, approval number Z-33.1-1175.
AB only provides a warranty for the KerAion K8 system if it fully complies with the building inspectorate approval of the Deutsches Institut für Bautechnik, approval number Z- 10.3-776.
AB only provides a warranty for the KerAion Quadro system if it fully complies with the building inspectorate approval of the Deutsches Institut für Bautechnik, approval number Z-10.3-725 (with agraffes), Z-10.3-724 (fastening with plate support profiles).
AB only provides a warranty for the Drytile system if the building inspectorate approval of the German Institute for Building Technology, approval number Z- 156.610-1373 and the installation guidelines (Drytile ceramic system flooring) in the currently valid version are fully complied with.
The contractual partner may not transfer the rights and obligations arising from the contract to third parties without the written consent of AB. This shall not apply to the advance assignment of a purchase price claim within the framework of an extended reservation of title.
The limitations of liability in these terms and conditions do not apply to damages resulting from injury to life, limb or health. Otherwise, the following provisions shall apply.
AB shall only be liable for damages that AB, a legal representative or a vicarious agent has caused intentionally or through gross negligence. Liability shall otherwise be excluded.
Should AB be obliged to pay damages, AB shall only be liable in accordance with the following provisions for direct damage, i.e. not for damage that has not occurred to the delivery item itself.
Liability for consequential damage resulting from a breach of duty, including within the scope of a duty of subsequent performance, shall be excluded.
The same applies to damages arising from tort.
In extension of the above provisions, AB shall only be liable for damages that go beyond the damage caused to the delivery item itself in cases of intent and gross negligence as well as within the scope of the Product Liability Act and in the absence of expressly warranted characteristics, if the purpose of this warranty was precisely to protect the customer against damage that did not occur to the delivery item itself.
AB shall only be liable for reasonably foreseeable damage typical of the contract, unless there is a case of intent or gross negligence.
Even in the event of liability for breach of material contractual obligations, the obligation to pay compensation shall not extend to consequential damages.
In an ongoing business relationship, AB shall be entitled to settle payment claims of the customer by means of credit notes, provided these do not result from unauthorized actions. Upon termination of the business relationship, any remaining credit note amounts shall be paid out by AB.
If call-off orders are not called off within 4 weeks of expiry of the call-off period, AB shall be entitled to demand payment.
The same shall apply to call-off orders without an agreed call-off period if more than 4 months have elapsed without a call-off since receipt of the notification from AB that the goods are ready for dispatch.
If, in exceptional cases, temporary storage of finished goods at AB is expressly agreed or if storage becomes necessary due to a delay in acceptance, AB shall not be liable for damage that occurs despite reasonable care being taken.
AB shall also not be obliged to insure stored goods.
In the event of default of acceptance, AB shall be entitled to store the goods at a commercial warehouse at the risk and for the account of the customer.
In the case of storage at AB, AB may charge €2.00 (two) per day and per pallet.
The two preceding clauses shall also apply in the event that dispatch is delayed at the request of the customer/orderer for more than 2 weeks beyond the indicated readiness for dispatch
If the customer does not accept the ordered goods despite the setting of a deadline, AB shall be entitled to demand 25% of the agreed price as lump-sum compensation, irrespective of proof of actual damage, unless the customer can prove that the damage is lower.
All deliveries are subject to retention of title.
This reservation, together with the following extension, shall apply until payment of all claims arising from the business relationship with the customer and until full release from contingent liabilities that AB has entered into in the interests of the customer.
Pledging of the delivered items is not permitted.
AB shall be entitled to demand the return of its reserved goods for good cause, in particular in the event of default of payment, against offsetting of the proceeds of realization. This demand shall not constitute a withdrawal from the contract.
If and insofar as the goods taken back by AB can be sold elsewhere as new in the normal course of business, the customer shall owe 10% of the invoice value of the goods as return costs without further proof. If a sale as new is not possible in the normal course of business, the customer shall owe a further 30% of the invoice value of the goods for loss of value without further proof. The customer reserves the right to prove a lower percentage.
AB reserves the right to claim further damages.
The treatment and processing of the goods delivered by AB shall always be carried out on behalf of AB, so that the goods shall remain the property of AB in every state of treatment and processing and also as finished goods, excluding the consequences of § 950 BGB.
If the reserved goods are processed with other items also delivered under exclusion of the legal consequences of § 950 BGB, AB shall acquire co-ownership of the new item in the ratio of the invoice value of AB's goods to the invoice value of the other processed items.
The customer hereby assigns to AB in advance all claims arising from the resale, processing, installation and other utilization of our goods. Insofar as the products sold, processed or installed by the customer include items that are not the property of the customer and for which other suppliers have also agreed retention of title with a disposal clause and advance assignment, the assignment shall be made in the amount of AB's co-ownership share, which corresponds to the fraction of the claim, otherwise in full.
The collection authorization remaining with the customer despite assignment shall expire upon revocation, which shall be permissible at any time.
If the value of the securities to which AB is entitled exceeds AB's claim against the customer by more than 20%, AB shall be obliged, at the customer's request, to release securities of AB's choice to a corresponding extent.
AB shall be entitled to assign the claims arising from the business relationship.
The place of performance and fulfillment for the services to be provided by AB shall always be the registered office of AB.
The place of performance for deliveries shall be the registered office of AB, in particular also if AB undertakes the transportation itself.
Bonn is agreed as the place of jurisdiction for all disputes arising from transactions based on these terms and conditions with merchants, legal entities under public law and special funds under public law.
The law of the Federal Republic of Germany shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods and other uniform laws is excluded.