1. Scope of Application, Contracting Parties
These General Terms and Conditions (“GTC”) apply to all contracts, deliveries and services between Ingenieurbüro Binder (hereinafter referred to as the “Contractor”) and its customers.
These GTC shall apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law.
Conflicting or deviating terms and conditions of the Customer shall not be recognised unless their validity has been expressly agreed to in writing.
Any ancillary agreements, amendments or supplements must be made in writing. This shall also apply to any waiver of the written form requirement.
2. Formation of Contract
Offers issued by the Contractor are non-binding and subject to change.
A contract shall only be concluded upon written order confirmation by the Contractor or upon commencement of delivery or performance.
3. Prices and Payment Terms
All prices are net prices and are exclusive of the applicable statutory value-added tax as well as shipping, freight and packaging costs.
Invoices are payable as follows:
- within 8 days with a 2% cash discount, or
- within 30 days net, without deduction.
In the event of late payment, default interest shall be charged at a rate of 9 percentage points above the applicable base interest rate pursuant to Section 288 (2) BGB.
In the event of payment default, the Contractor shall be entitled to suspend further deliveries or services.
If, after conclusion of the contract, circumstances become known that give rise to justified doubts as to the Customer’s solvency, the Contractor shall be entitled to demand advance payments or appropriate security.
For larger orders, reasonable advance payments corresponding to the value of materials and services already rendered may be required.
Price adjustments shall be permitted if they are based on verifiable cost increases (e.g. material, energy or labour costs) and delivery takes place more than four months after conclusion of the contract.
4. Delivery and Delivery Period
Delivery dates and delivery periods are non-binding unless expressly agreed as binding in writing.
Delivery periods shall commence upon conclusion of the contract or upon final clarification of all technical and commercial details.
If non-binding delivery periods are exceeded, the Customer may withdraw from the contract after issuing a written reminder and granting a reasonable grace period.
Events of force majeure (e.g. strikes, raw material shortages, energy outages, governmental measures) shall entitle the Contractor to reasonably extend the delivery period.
Any change requests by the Customer shall result in a corresponding extension of the delivery time.
5. Transfer of Risk and Shipment
Shipment shall be made at the Customer’s expense and risk.
The risk shall pass to the Customer at the latest upon handover of the goods to the carrier or freight forwarder.
Transport damage must be reported to the carrier immediately by the Customer and documented accordingly.
6. Acceptance
The Customer shall be obliged to accept the goods no later than 10 days after notification of completion.
If acceptance does not take place, the Contractor shall be entitled to store the goods at the Customer’s expense and risk.
7. Retention of Title
The delivered goods shall remain the property of the Contractor until all claims arising from the business relationship have been fully settled.
The Customer hereby assigns to the Contractor, by way of security, any claims arising from the resale of the goods subject to retention of title in the amount of the outstanding claims.
The Customer shall be obliged to inform the Contractor immediately of any third-party access to the goods subject to retention of title.
8. Excess or Short Delivery
For production-related reasons, excess or short deliveries of up to 10% of the agreed order quantity shall be permissible, provided this is reasonable for the Customer.
Invoicing shall be based on the quantity actually delivered. Excess or short delivery shall not constitute a defect and shall not entitle the Customer to assert claims for defects, refuse acceptance, reduce the purchase price or withdraw from the contract.
In the case of custom-made products, customer-specific productions or printing-related manufacturing processes, excess or short delivery shall be deemed customary in the industry and contractually agreed.
9. Copyright and Rights of Use
Designs, sketches, tools, printing plates and other production documents shall remain the property of the Contractor.
Any use, reproduction or disclosure to third parties without the Contractor’s express consent is prohibited.
The Customer shall be solely responsible for ensuring the legal admissibility of any materials, data or templates provided by the Customer.
10. Warranty
Any defects must be notified in writing and with specific details without undue delay, but no later than 10 days after delivery.
In the event of justified defects, the Contractor shall initially be entitled to subsequent performance (repair or replacement).
If subsequent performance fails, the Customer shall be entitled to reduce the price or withdraw from the contract.
The warranty period shall be 12 months from the date of delivery.
No warranty shall be granted in cases of:
- improper use,
- unauthorised modifications,
- installation or assembly carried out by third parties.
11. Liability
The Contractor shall be liable without limitation in cases of intent, gross negligence, and for injury to life, body or health.
In cases of slight negligence, the Contractor shall only be liable for breaches of material contractual obligations and shall be limited to the foreseeable, typical damage.
Any further liability is excluded.
12. Set-off and Right of Retention
Set-off shall only be permitted with undisputed or legally established claims.
Rights of retention may only be asserted insofar as they arise from the same contractual relationship.
13. Jurisdiction and Applicable Law
The laws of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Place of jurisdiction shall be Cologne, provided the Customer is a merchant within the meaning of the German Commercial Code (HGB).
14. Severability Clause
Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.