General Terms and Conditions of
Am großen Teich 12
Tel. 02371 / 15982-0
Fax: 02371 / 15982-33
1. Validity of the general terms and conditions
All offers, agreements, contracts and contractual relations are exclusively based on the general terms and conditions of ESTB GmbH (contractor). They are considered accepted by placing the order or accepting the delivery if the customer has been given the opportunity within the framework of the business relationship to obtain knowledge of their contents in a timely and reasonable manner. This also includes the inspection of the general terms and conditions of the contractor deposited on the homepage. Any deviation from these General Terms and Conditions shall only be binding if the Contractor has accepted them in writing.
2. Conclusion of Contract
Offers require text form to be valid (§ 126b BGB). The contract shall be deemed concluded when the order has been confirmed by the Contractor in the appropriate form. All changes also require written or electronic confirmation.
3. Advance payment, securities
If the Contractor subsequently becomes aware of circumstances that make the Customer’s solvency appear questionable, he may make further processing of the order as well as delivery dependent on an advance payment up to the amount of the agreed remuneration or demand a corresponding security.
4. Delivery, transfer of risk, delivery time
Unless otherwise agreed, our prices are ex works contractor (EXW).
Any risk shall pass to the Buyer when the goods leave our works or when they are handed over to the Buyer for the purpose of collection.
The delivery time begins with the day of the order confirmation. It shall be deemed to have been complied with upon timely notification of readiness for dispatch if dispatch is impossible for the Contractor through no fault of its own. If the customer requests changes to the order after the order confirmation, which affect the manufacturing time, a new delivery time begins with the confirmation of this change.
The Contractor shall not be responsible for delays in delivery due to force majeure and due to events that make delivery significantly more difficult or impossible for the Contractor – these include, for example, strikes, lockouts, official orders, etc., even if they occur at the Contractor’s suppliers – even in the case of bindingly agreed deadlines and dates. Such events shall entitle the Contractor to postpone the date of delivery by the duration of the hindrance plus a reasonable start-up period.
5. Extended Retention of Title
The Contractor shall retain title to the delivery item until full payment of all claims against the Customer to which he is entitled from the business relationship with the Customer.
In the event that the Customer acts in breach of contract, in particular in the event of default in payment, the Contractor shall be entitled, after setting a reasonable deadline, to withdraw from the contract and to reclaim the delivery item; the Customer shall be obliged to surrender the delivery item to this extent.
In the event of seizure or other interventions by third parties, the Customer shall immediately notify the Contractor in writing so that, if necessary, third-party action can be brought in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the Contractor is successful in the action and the third party is not in a position to reimburse the Contractor for the procedural costs incurred by him and his out-of-court costs, the Customer shall be liable for the loss incurred by the Contractor.
The Customer shall be entitled to resell the delivery item in the ordinary course of business; however, it hereby assigns to the Contractor all claims in the amount of the final invoice amount (including value added tax) accruing to it from the resale against its customers or against third parties, irrespective of whether the delivery item has been resold without or after processing. The contractor accepts the assignment already now. The Customer shall continue to be authorized to collect the assigned claim. The Contractor’s authority to collect the claim itself shall remain unaffected; however, the Contractor undertakes not to collect the claim as long as the Customer duly meets its payment obligations and is not in default of payment. If this is the case, however, the Contractor may demand that the Customer informs the Contractor of the assigned claims and their debtors, provides all information required for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
6. Payment, Default
Payment shall be made within 30 days net from the date of invoice if no other payment term has been agreed. The date of payment shall be the date on which the amount is credited to the Contractor’s account. Means of payment other than cash and bank transfers shall only be accepted subject to the Contractor’s account being credited. The date of the credit entry shall be decisive for fulfillment. In the event of default in payment, the Customer shall compensate the Contractor for all damages caused by default, but at least interest in the amount of 6 percentage points above the base interest rate.
7. Obligation to inspect, notices of defects
The delivered goods shall be inspected by the customer immediately after arrival at the place of destination and shall be handled with the care of a prudent businessman. The inspection shall cover all properties essential and required for the use of the goods. The Customer’s obligation to inspect the delivered goods shall also apply if reference samples have been sent. Complaints must be reported to the contractor without delay.
Defects in a part of the delivery cannot lead to a complaint about the entire delivery, provided that a separation of the defect-free and defective parts is possible by reasonable means.
8. Offsetting and retention
The Customer shall only have a right of set-off if its counterclaims have been legally established or acknowledged by the Contractor.
The customer may only exercise a right of retention if his counterclaims are based on the same contractual relationship or if his claims are not legally enforceable.
9. Initial samples
Orders for initial samples must be identified as such and will only be treated separately if this is the case. Initial samples will be sent with a report. Further processing will only take place after receipt of a response to our initial sample inspection report.
10. Amendments to the contract
Amendments to the contract or its cancellation must be made in text form in order to be effective. An agreement that waives the text form requirement must also be in text form.
11. Applicable law, place of performance, place of jurisdiction
This contract shall be governed in all its parts by German law; the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. The place of performance for delivery and payment shall be the Contractor’s registered office. The courts at the Contractor’s registered office shall have jurisdiction to decide all disputes arising from the business relationship between the Customer and the Contractor.