Terms and Conditions (AGB)

GENERAL TERMS AND CONDITIONS OF SALE OF THE TECHNICAL TRADE VERSION 3/2021 VERSION 3/2021

Connfix GmbH  

Lange Hecke 3  

63796 Kahl am Main

• APPLICABILITY/OFFERS

1. These general terms and conditions of sale apply to all – also future – contracts with entrepreneurs, legal entities under public law and public special funds regarding deliveries and other services. The purchaser’s terms of purchase do not obligate us, even if we do not expressly object to them again after receiving them.
2. Our offers are non-binding. Agreements, in particular verbal side agreements, promises, guarantees, and other assurances by our sales staff before or upon conclusion of the contract are only binding upon our confirmation in written form.
3. The INCO terms in their respective latest version are authoritative for the interpretation of commercial clauses such as “EXW”, “FOB” and “CIF”.

• PRICES

1. Unless otherwise agreed, our prices are ex-works, excluding packaging, and plus statutory value-added tax.
2. If the goods are delivered in packaging, we charge the packaging at cost price. Within the framework of the statutory regulations, we take back packaging delivered by us if it is returned to us by the purchaser free of charge within a reasonable period of time.
3. In the event of unforeseeable increases in raw material, energy, or production costs, Connfix is entitled to adjust the sales prices accordingly to the delivery date.

• PAYMENT AND SETOFF

1. Payment – without any discount – must be made in such a way that we can dispose of the amount on the due date. Unless otherwise agreed, our invoices are due 14 days after the invoice date. Payment must be made so that we have the amount required for settling the invoice at the latest on the due date. The buyer is in default at the latest 10 days after the due date of our claim, without the need for a reminder.
2. Granted cash discount periods begin from the invoice date. An agreed cash discount always refers only to the invoice value excluding freight and requires the complete settlement of all due liabilities of the buyer at the time of the cash discount.
3. Invoices for amounts under 50.00 EUR as well as for installations, repairs, mold and tool cost shares are due immediately and payable net.
4. Disputed or non-legally established counterclaims do not entitle the buyer to retention or setoff. This does not apply if the buyer’s counterclaims result from the same contractual relationship and/or would entitle the buyer to refuse his performance in accordance with § 320 of the German Civil Code (BGB).
5. In case of exceeding the payment deadline, at the latest from default, we are entitled to charge interest at the respective bank rates for overdrafts, but at least the statutory default interest. In addition, we charge a default fee of 40.00 EUR. The assertion of further default damages remains reserved.
6. If, after conclusion of the contract, it becomes apparent that our payment claim is endangered by the buyer’s lack of ability to perform or if other circumstances arise that indicate a significant deterioration in the buyer’s ability to perform, we can refuse agreed prepayments and exercise the rights under § 321 BGB. This also applies if our obligation to perform is not yet due. In such cases, we can also make all claims from the current business relationship with the buyer due and payable. The buyer’s lack of ability to perform also applies if the buyer is in default of payment with a significant amount (from 10% of due claims) for at least three weeks, or if there is a significant downgrade of the limit for him under our trade credit insurance.

• DELIVERY TIMES

1. Delivery periods and dates are deemed to be met if the delivery item has left our premises by the time they expire.
2. Our delivery obligation is subject to correct and timely self-supply, unless the incorrect or delayed self-supply is our responsibility.
3. Events of force majeure entitle us to postpone deliveries for the duration of the impediment and a reasonable start-up period. This also applies if such events occur during an existing delay. Force majeure is equivalent to currency, trade policy and other sovereign measures, strikes, lockouts, operational disruptions not caused by us, obstruction of traffic routes, delays in import/customs clearance, as well as all other circumstances that make deliveries and services significantly more difficult or impossible without being our fault. It is irrelevant whether the circumstances occur at our own company, the delivery plant, or any other upstream supplier. If, as a result of the aforementioned events, performance becomes unreasonable for one of the contracting parties, it can withdraw from the contract by means of an immediate written declaration.

• RETENTION OF TITLE

6. All delivered goods remain our property (retention of title) until all claims arising from the business relationship have been fulfilled, regardless of the legal basis, including future or conditional claims (balance retention). However, the balance retention does not apply to prepayment or cash transactions that are settled on a cash-on-delivery basis. In this case, the delivered goods remain our property until the purchase price for these goods has been paid in full.
7. Processing of the goods subject to retention of title is carried out by us as manufacturer within the meaning of § 950 BGB (German Civil Code) without obligating us. The processed goods are deemed to be goods subject to retention of title within the meaning of section V/1. In the event of processing, combining or mixing of the goods subject to retention of title with other goods by the buyer, we shall be entitled to co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title relative to the invoice value of the other goods used. If our ownership is extinguished by combination or mixing, the buyer hereby assigns to us the ownership rights to the new item or object to the extent of the invoice value of the goods subject to retention of title and shall store them free of charge for us. The resulting co-ownership rights shall be deemed goods subject to retention of title within the meaning of section V/1.
8. The buyer may only resell the goods subject to retention of title in the ordinary course of business under normal business conditions and as long as he is not in default, provided that the claims arising from the resale pass to us in accordance with sections V/4 to V/6. He is not entitled to dispose of the goods subject to retention of title in any other way.
9. The buyer’s claims from the resale of the goods subject to retention of title are hereby assigned to us. They serve as security to the same extent as the goods subject to retention of title. If the goods subject to retention of title are resold together with other goods not sold by us, the assignment of the claim from the resale applies only to the extent of the resale value of the respective goods subject to retention of title sold. In the case of the sale of goods in which we have co-ownership shares in accordance with section V/2, the assignment of the claim applies to the extent of these co-ownership shares.
10. The buyer is entitled to collect claims from the resale until our revocation at any time. In the event of the buyer’s default in payment, we are also entitled to demand the return of the goods after an appropriate period of grace has expired, and to prohibit the resale and further processing of the delivered goods. The taking back of the goods does not constitute a withdrawal from the contract. At our request, the buyer is obliged to inform his customers immediately of the assignment to us – unless we do so ourselves – and to provide us with the information and documents necessary for collection.
11. The buyer must notify us immediately of any attachment or other third-party infringement.
12. If the value of existing collateral exceeds the secured claims in total by more than 50%, we are obliged, at the request of the buyer, to release collateral at our discretion.

• EXECUTION OF DELIVERIES

1. With the transfer of the goods to a forwarder or carrier, but at the latest when leaving the warehouse or, in the case of goods purchased through intermediaries, the place of delivery, the risk passes to the buyer in all transactions, including those with delivery “free domicile.” The unloading obligation and the associated costs are borne by the buyer. We only arrange for insurance on the instruction and at the expense of the buyer.
2. We are entitled to make partial deliveries to a reasonable extent. With made-to-order items, over-delivery and under-delivery of up to 10% of the contracted quantity are permissible.
3. With call orders, we are entitled to produce or have produced the entire order quantity. Any change requests cannot be taken into account after the order has been placed, unless this has been expressly agreed. Call dates and quantities can only be met within the framework of our delivery or production capacities if no fixed agreements have been made. If the goods are not called off in accordance with the contract, we are entitled to invoice them as delivered after an appropriate grace period has elapsed.
4. In contracts with ongoing deliveries, the buyer must specify call-offs and item categories for approximately equal monthly quantities. If call-offs or categorizations are not made in a timely manner, we are entitled, after a fruitless period of grace, to make the categorizations ourselves and deliver the goods, or to withdraw from the remaining part of the contract and demand damages instead of performance. At the end of the contract, our inventory must be taken over.

• LIABILITY FOR DEFECTS

1. The properties of the goods, in particular their quality, type, and dimensions, are determined by the agreed-upon DIN and EN standards, if no agreement has been made, by customary practice and commercial usage. References to standards and similar regulations, as well as information on quality, types, dimensions, weights, and usability of the goods, information in drawings and illustrations, and statements in advertising materials, are not assurances or guarantees unless expressly designated as such in writing. The same applies to declarations of conformity and corresponding marks such as CE and GS. Risks of suitability and usability are the responsibility of the buyer.
2. The regulations of the HGB apply to the examination of the goods and the notification of defects, with the following provision: – The buyer is obliged to immediately examine the essential properties of the goods for the respective intended use after delivery and to notify us of any defects in writing. If the goods are to be installed or affixed, the internal properties of the goods also count as relevant to the installation or attachment. The obligation to inspect also applies if an inspection certificate or other material certificate has been provided. Defects that cannot be detected immediately after delivery, even with the utmost care, must be reported in writing immediately after discovery.
   1. -If the buyer fails to inspect the properties of the goods that are relevant to the intended use at least in a sample before installation or attachment (e.g., by functional tests or test installation), this constitutes a particularly serious disregard of the care required in business transactions (gross negligence) in relation to us. In this case, the buyer’s rights to defects concerning these properties only come into consideration if the respective defect was fraudulently concealed.

1. If the buyer detects defects during inspection of the goods or thereafter, the buyer is obliged to provide us with the contested goods or a sample of the goods for the purpose of examining the complaint and to allow us to inspect the contested goods within a reasonable period of time. Otherwise, the buyer cannot claim defects in the goods.

2. If the goods are defective, the buyer is entitled to statutory warranty rights under the provisions of the German Civil Code (BGB), subject to the restrictions that the choice between rectification and replacement rests with us and that minor (insignificant) defects entitle the buyer only to a reduction in the purchase price (reduction).

3. If the buyer has installed the defective goods into or attached them to another item according to their nature and intended use, the buyer can only demand reimbursement for the necessary expenses for removing the defective goods and installing or attaching the rectified or defect-free goods (“removal and installation costs”) in accordance with the following provisions. – Only those removal and installation costs that are directly related to the removal or disassembly of the defective goods and the installation or attachment of identical goods that have been incurred on the basis of market-standard conditions and that have been proven by the buyer through appropriate documentation in text form at least are necessary. – Additional costs incurred by the buyer for defect-related consequential damages such as lost profits, business interruption costs, or additional costs for replacement purchases are not direct removal and installation costs and are therefore not reimbursable as expenses under Section 439 (3) of the German Civil Code. The same applies to sorting costs and additional expenses incurred because the sold and delivered goods are located at a place other than the agreed place of performance. – The buyer is not entitled to demand advance payment for removal and installation costs and other costs of subsequent performance.

4. If, in individual cases, the expenses claimed by the buyer for subsequent performance are disproportionate, especially in relation to the purchase price of the goods in defect-free condition and taking into account the significance of the contractual non-conformity, we are entitled to refuse reimbursement of these expenses. Disproportionality exists in particular if the expenses claimed, especially for removal and installation costs, exceed 150% of the invoiced value of the goods or 200% of the reduced value of the goods due to the defect.

5. Further claims are excluded in accordance with clause VIII. This applies in particular to claims for compensation for – damages that did not arise from the goods themselves (consequential damages), – costs for self-remediation of a defect without the necessary legal prerequisites and – removal and installation costs, insofar as the goods delivered by us were no longer in their original properties at the time of installation or attachment, or a new product was produced from the delivered goods before installation.

6. If a demand for rectification of a defect is unjustified, we are entitled to damages if the buyer could have recognized, with careful inspection, that there was no material defect.

• GENERAL LIMITATION OF LIABILITY AND STATUTE OF LIMITATIONS

1. We are only liable for breaches of contractual and non-contractual obligations, in particular for impossibility, delay, incorrect advice, culpable conduct during contract negotiations, and unlawful acts – also for our executive employees and other vicarious agents – in cases of intent and gross negligence. In the latter case, liability is limited to the foreseeable, typically occurring damage at the time of contract conclusion.
2. The limitations set out in VIII.1 do not apply in cases of culpable breach of essential contractual obligations. Essential contractual obligations include the obligation to deliver on time as well as the obligation to ensure that the goods are free from defects that substantially impair their functionality or suitability for use, as well as advice, protection, and care obligations that aim to protect the buyer or their personnel from significant harm. The limitations also do not apply in cases of mandatory liability under the Product Liability Act, for injury to life, body or health, and also not if and to the extent that we have fraudulently concealed defects in the item or guaranteed their absence. The rules on the burden of proof remain unaffected by this.
3. If we are in default with a delivery or other service, the buyer may demand compensation for the damage caused by the default in addition to the performance; in cases of slight negligence, however, limited to a maximum of 10% of the agreed price for the service that is in default. The buyer’s right to claim damages instead of performance in accordance with No. VIII.1 and VIII.2 remains unaffected.
4. Unless otherwise agreed, contractual claims arising from or in connection with the delivery of goods to the buyer shall become time-barred one year after delivery of the goods. This does not apply if longer periods are prescribed by § 438 (1) No. 2 BGB, §§ 478, 479 BGB or § 634a (1) No. 2 BGB or in cases of injury to life, body or health, intentional or grossly negligent breach of duty by us, or fraudulent concealment of a defect. In cases of defective subsequent performance, the limitation period does not start anew.

• TRIAL PARTS, TOOLS, EQUIPMENT

1. If the buyer is required to provide parts for the execution of the order, they must be delivered free of charge to the place of production, in the agreed quantity or otherwise an appropriate additional quantity for any scrap, in a timely manner, and free of defects. If this is not done, any costs and other consequences resulting from this shall be borne by the buyer.
2. The production of trial parts, including the costs for tools and equipment, shall be borne by the buyer.
3. Our liability for tools, molds, and other manufacturing devices provided by the buyer is limited to the care of a prudent businessman. The buyer bears the costs for maintenance and care. Our obligation to keep them shall expire, regardless of the buyer’s property rights, at the latest two years after the last production from the mold or tool.

• PLACE OF PERFORMANCE, JURISDICTION AND APPLICABLE LAW

1. The place of performance for our deliveries, for subsequent performance, and for payments by the buyer is our company. The place of jurisdiction is the location of our main branch. We may also sue the buyer at his place of jurisdiction.
2. German law applies to all legal relationships between us and the buyer, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11.04.1980. XII. Applicable Version In case of doubt, the German version of these General Terms and Conditions of Sale shall be binding.

YOUR RIGHTS

If you no longer agree to the storage of your personal data or if it has become incorrect, we will arrange for the deletion, correction, or blocking of your data upon instruction within the framework of the legal provisions. Upon request, you will receive free information about all personal data that we have stored about you. For questions regarding the collection, processing, or use of your personal data, for information, correction, blocking, or deletion of data, please contact:

Connfix GmbH

Lange Hecke 3

63796 Kahl am Main

Tel. +49 6188 9946 890

E-mail: [email protected]

Links to other websites

To the extent that we refer or link to third-party websites from our website, we cannot assume any guarantee or liability for the correctness or completeness of the contents and the data security of these websites. Since we have no influence on the compliance with data protection regulations by third parties, you should check the respective data protection declarations separately.

9. APPLICABLE LAW AND JURISDICTION

German law applies exclusively. With regard to a consumer, this choice of law applies only to the extent that it does not restrict mandatory legal provisions of the state in which he has his domicile or habitual residence. If the customer is not a consumer, the local court of Aschaffenburg is agreed upon as the place of jurisdiction.