Sales, deliveries and other services of Frank Hochdruck- und Dampftechnologie GmbH (hereinafter "FRANK") shall be made exclusively in accordance with the following General Terms and Conditions of Sale and Delivery (hereinafter "Terms and Conditions of Delivery"), which the Customer acknowledges by placing the order or accepting the performance. They shall also apply to all future future business transactions with the Purchaser. Any conflicting, deviating or supplementary terms and conditions of business of the Customer shall be excluded of the Customer shall be excluded, even if FRANK does not expressly object to them.
2. Contract conclusion
(1) FRANK's offers are subject to confirmation. A contract shall only be concluded upon written confirmation of the order by by FRANK or the actual performance by FRANK. A confirmation of order resulting from the order receipt confirmation shall NOT be deemed to be an order confirmation. This shall only come into effect by a written order confirmation by a FRANK employee. The contents of the order shall be determined exclusively by the order confirmation and by these terms of delivery. these terms of delivery. Verbal agreements or undertakings require written confirmation by FRANK in order to be effective. (2) FRANK's commercial agents may not make any legal declarations on behalf of FRANK. (3) FRANK reserves all rights to drawings, samples, cost estimates and other documents. They may not be made accessible to third parties.
3. Deadlines, dates, partial deliveries
(1) Deliveries, delivery dates and delivery periods shall only be binding if they have been confirmed in writing by FRANK and the Customer has provided FRANK in due time with all information and documents required for the performance of the and has paid any agreed down payments in accordance with the agreement. Agreed deadlines shall commence on the date of the order confirmation. In the case of additional or extension orders placed at a later date, the periods shall be extended accordingly. The delivery period shall be deemed to have been met if the the delivery item has left the factory or the Purchaser has been notified that the goods are ready for dispatch. (2) Unforeseeable, unavoidable events beyond the control of FRANK and for which FRANK is not responsible, such as force majeure, war, natural catastrophes, governmental acts, etc., shall not affect the delivery time, natural disasters, official orders or industrial disputes shall release FRANK for their duration from the obligation to deliver or perform on time. performance. Agreed deadlines shall be extended by the duration of the disruption; the Buyer shall be informed of the occurrence of the disruption in an appropriate manner. If the end of the disruption is not foreseeable or if it lasts longer than three months, either party shall be entitled to withdraw from the contract. (3) If the deliveries by FRANK, the Purchaser shall only be entitled to rescind the contract if FRANK is responsible for the delay and a reasonable period of time set by the Purchaser for delivery has set by the Purchaser has expired to no avail. (4) FRANK may, for justified reasons, make partial deliveries and invoice the partial invoice the partial services already rendered. (5) The risk shall pass to the Customer upon handover of the delivery item to the transport company or to the Customer itself. to the purchaser. If the handover or dispatch is delayed for reasons for which the Purchaser is responsible, the risk shall pass to the Purchaser on the day on which the Purchaser is notified that the delivery item is ready for dispatch. of the readiness for dispatch of the delivery item.
4. prices, terms of payment
(1) If the contracting parties have not agreed on a specific price, the price shall be determined according to the price list of FRANK valid at the time of the conclusion of the contract. price list of FRANK valid at the time of the conclusion of the contract. (2) All prices of FRANK are exclusive of the respective statutory value-added tax, any customs duties and packaging and shipping costs, which shall be charged separately. (3) Bills of exchange shall only be accepted by special agreement and free of costs and expenses for FRANK. free of charge for FRANK. (4) The Customer shall only be entitled to set-off if its counterclaim is undisputed or has been legally established by a court of law. (5) The Customer shall only be entitled to assert a right of retention if its counterclaim is based on the same contract, is undisputed or has been contract, is undisputed or has been finally determined by a court of law. (6) In the event of a delivery abroad, FRANK shall be entitled to demand from the Purchaser, for the purpose of the Purchaser an unlimited, directly enforceable guarantee of Deutsche Bank AG or another major European bank in the amount of the order value. other major European bank in the amount of the order value of the goods.
5. Acceptance, warranty, duty to examine
(1) The Customer shall be obliged to accept the delivery item produced in accordance with the contract. If the customer does not accept the delivery item without the readiness for performance was apparent to it or if it was requested to accept the delivery item, FRANK may set the Customer an set the Customer a reasonable deadline for acceptance. If the Customer does not accept the delivery item within this period, acceptance shall be deemed to have taken place. (2) FRANK warrants that the delivery item has the agreed quality at the time of passing of the risk; this quality shall be determined exclusively in accordance with the specific agreements made in writing between the parties regarding the properties, features and performance characteristics of the delivery item. (3) Information in catalogs, price lists and other information material provided by FRANK to the Customer shall not be understood as a guarantee for a particular quality of the services. quality of the services. The assumption of a guarantee must be agreed in writing. (4) The Customer assumes the following with regard to all deliveries and services of FRANK an obligation to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). If a contract for work and services is concluded, § 377 HGB shall apply analogously. application. After acceptance of the performance or transfer of risk of the product, the Customer shall immediately inspect the product for its functionality and shall immediately and to notify FRANK in writing of any defects discovered without undue delay, at the latest within a period of 10 days, and in a comprehensible form. The Customer is obliged to provide FRANK with all information and verifiable documents required for the determination of the defect. (5) In case of any notice of defect, FRANK shall have the right to inspect and examine the performance complained about. If a notice of defect by the Customer proves to be unjustified, it shall be obliged to reimburse FRANK for all expenses incurred in this connection - e.g. travel and installation costs or shipping costs. (6) In the event of the existence of a defect, FRANK shall be entitled, at its option, to first make three attempts to remedy the defect or to make a new delivery (subsequent performance). (subsequent performance). If the subsequent performance fails, if FRANK seriously and finally refuses to perform the contract, or if special circumstances exist, the Customer shall retain its rights under § 437 Nos. 2 and 3 BGB (German Civil Code) after setting a time limit. The deadline must be set in writing; the period must be at least 14 working days. If the Purchaser has a statutory right to rescind the contract, the obligation to compensate for the loss of value pursuant to § 346 BGB only if the Customer has exercised the diligence of a conscientious businessman. FRANK's right to subsequent performance shall only lapse upon payment of the compensation, even if the Customer makes a corresponding request beforehand. (7) FRANK does not assume any warranty for damage caused by unsuitable or improper use, faulty assembly, faulty commissioning, faulty handling, faulty installation, natural wear and tear or faulty electromechanical electromechanical or electrical influences. Furthermore, the warranty obligation does not extend to defects caused by improper handling, storage, maintenance, cleaning or the like, storage, maintenance, cleaning or the like. Furthermore, FRANK shall not be liable for damage caused by unauthorized modifications of the installed software. software. (8) The limitation period for claims based on defects is one year and begins with the acceptance of the service or the delivery of the product.
6. Damages & limitation of liability
(1) FRANK shall be liable without limitation for damages - for culpably caused damage to life, limb and health; - for damages; which are caused in a wilful or grossly negligent manner by FRANK or its vicarious agents; - insofar as FRANK has given a guarantee for a particular quality guarantee for a particular quality of the delivery item, the ability to procure it or any other guarantee, and damage arises from the non-fulfilment of such a guarantee; - in accordance with the provisions of the under the provisions of the Product Liability Act or any other mandatory statutory liability provisions. (2) For negligently FRANK's liability for damages caused by negligence on the part of the Buyer shall be limited to the foreseeable damages typical for the type of contract for the breach of essential obligations from the contractual obligation and insofar as the Purchaser demands compensation in lieu of performance in the case of an insignificant breach of duty or if, in the case of a breach of a duty of protection and care or any other non-performance-related ancillary duty, performance can no longer be expected of the purchaser or if performance is performance is impossible. (3) Clause 6 shall apply to all claims for damages, irrespective of the legal grounds, in particular also for liability due to tort or other tortious claims.
7. Retention of title
(1) The delivered products shall remain the property of FRANK until full payment of all claims of FRANK arising from the business relationship with the Customer. of FRANK. In the case of a current account, the retained title shall apply as security for the balance claim to which FRANK is entitled. (2) Processing or transformation shall always be carried out for FRANK as manufacturer, but without any obligation on its part. If the (co-)ownership of FRANK expires due to combination, it is already now agreed that the (Co-)ownership of the Customer in the unified item shall pass to FRANK in proportion to the value (invoice value). The Customer shall keep the (co-)owned property of FRANK in safe custody free of charge. Products to which FRANK is entitled to (co-)ownership are hereinafter referred to as Retained Products. 3. Customer is only permitted to sell the Retained Products in the ordinary course of business. The Customer is not entitled to pledge the Retained Products, to assign them by way of security or to use them in any other way or to make any other dispositions endangering FRANK's title. The Customer hereby assigns to FRANK the claim arising from the resale; FRANK accepts this assignment. accepts this assignment. The Customer is revocably authorized to collect the claims assigned to FRANK in trust for FRANK in its own name. FRANK may revoke this authorization as well as the right to resell if Customer is in default with material obligations such as payment to FRANK. payment vis-à-vis FRANK. (4) Customer shall provide FRANK at any time with all requested information about the Retained Products or about claims that have been claims which have been assigned to FRANK hereunder. Customer shall notify FRANK immediately of any access or claims of third parties to Retained Products and shall hand over the necessary documents to FRANK. At the same time, Customer shall inform the third party of FRANK's retention of title. The costs of defending against such seizures and claims shall be borne by the Customer. (5) If the realizable value of the securities exceeds the total claims of FRANK to be secured by more than 10 %, the Customer shall be entitled to release the securities. Customer shall be entitled to demand release to this extent.
8. Product liability, industrial property rights
(1) If the Customer sells the delivery items after processing, combining, mixing or blending them with other goods, it shall indemnify FRANK in the internal relationship from product liability claims of third parties insofar as it is responsible for the defect giving rise to the liability. (2) If the Purchaser writes by specific instructions, If the Customer specifies by means of certain instructions, documents, drafts or drawings how FRANK is to manufacture the products to be delivered, the Customer warrants that FRANK will not infringe the rights of third parties, such as patents, utility models, etc. rights of third parties such as patents, utility models and other industrial property rights and copyrights are not infringed. The Customer shall indemnify FRANK against all claims of third parties, which such third parties may assert against FRANK due to such infringement.
9. General Provisions
(1) Amendments and supplements to the contract and/or these Terms and Conditions of Delivery as well as collateral agreements must be made in writing. This shall also apply to any amendment of this written form requirement. (2) If a provision of the contract and/or these terms and conditions of sale is invalid in whole or in part, the validity of the remaining provisions shall remain of the remaining provisions shall remain unaffected. In this case, the parties undertake to replace the ineffective provision with the effective provision which comes closest to the economic purpose of the invalid provision. (3) If the customer is a merchant, a legal entity under public law or a special fund under special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of FRANK in 57234 Wilnsdorf. The place of performance shall be the registered office of FRANK. (4) All business relations between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). the UN Convention on Contracts for the International Sale of Goods (CISG).