General Conditions of Sale (GCI)
the Intermastra GmbH, Dresdener Straße 11, 65474 Bischofsheim
1 General, Scope
(1) These General Conditions of Sale ("GCI") apply to all our business relationships with our customers (hereinafter referred to as "Buyers"). The GTC apply only if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
(2) The GTC apply in particular to contracts for the sale and / or delivery of movable property (hereinafter also referred to as "goods"), regardless of whether we manufacture the goods ourselves or purchase from suppliers (§§ 433, 651 BGB ). The GTC, as amended, also apply to future contracts for the sale and / or delivery of movable property with the same buyer, without us having to refer back to them in each individual case; In this case, we will inform the buyer immediately about changes of our AVB.
(3) Our GTC apply exclusively. Deviating, conflicting or supplementary terms and conditions of the buyer shall only become part of the contract if and insofar as we have expressly consented to their validity. This approval requirement applies in any case, for example, even if we carry out the delivery to him unconditionally with knowledge of the terms and conditions of the buyer.
(4) In individual cases, individual agreements with the purchaser (including collateral agreements, supplements and changes) shall in any case take precedence over these GTC. For the content of such agreements, a written contract or our written confirmation shall prevail.
(5) Legally relevant declarations and advertisements which are to be submitted to us by the buyer after the conclusion of the contract (for example setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing in order to be valid.
(6) Indications of the validity of statutory provisions are only of clarifying significance. Even without such clarification, the statutory provisions therefore apply unless they are directly amended or expressly excluded in these GTC.
2 Conclusion of contract
(1) Our offers are non-binding. This also applies if we have provided the buyer with catalogs, technical documentation (for example, drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - including in electronic form - in which we reserve title and copyrights.
(2) The order of the goods by the buyer is considered a binding contract offer. Unless otherwise stated in the order, we are entitled to accept this contract offer within 4 weeks of its receipt. The acceptance may be declared either in writing (for example by order confirmation) or by delivery of the goods (implied) to the buyer.
3 Delivery time and delivery delay
(1) The delivery period is individually agreed or specified by us when accepting the order.
(2) If we can not meet binding delivery deadlines for reasons for which we are not responsible (unavailability of the service), we will inform the buyer without delay and at the same time notify the expected new delivery deadline. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; We will reimburse immediately any consideration already provided by the buyer. As a case of non-availability of the service in this sense, in particular the non-timely self-delivery by our supplier, if we have concluded a congruent hedging transaction, neither we nor our suppliers are at fault or we are not obliged to procure in individual cases.
(3) The occurrence of our default in delivery is determined by the statutory provisions. In any case, a reminder from the buyer is required. If we fall into delay of delivery, then the buyer can demand flat-rate replacement of its delay damage. The lump sum for each completed calendar week of default amounts to 0.5% of the net price (delivery value), but in total not more than 5% of the delivery value of the delayed delivered goods. We reserve the proof that the buyer has incurred no damage or only a much lower damage than the above flat rate.
(4) The rights of the buyer acc. § 8 of these GTS and our statutory rights, in particular in the case of an exclusion of the obligation to perform (for example, due to impossibility or unreasonableness of the service and / or subsequent performance) remain unaffected.
4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance
(1) The delivery is FCA (Incoterms 2010) production site, where the respective place of performance is. At the request and expense of the buyer, the goods will be shipped to another destination (consignment purchase). Unless otherwise agreed, we are entitled to determine the nature of the shipment (in particular transport company, shipping route, packaging).
(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. However, in the case of consignment purchase, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the forwarder, the carrier or the person or institution otherwise responsible for carrying out the consignment.
(3) If the buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (for example storage costs). For this we charge a flat-rate compensation i.H.v. 0.5% per calendar week, starting with the delivery date or - in the absence of a delivery period - with the notification of readiness for shipment of the goods. Proof of higher damages and our legal claims (in particular compensation for additional expenditure, reasonable compensation, termination) remain unaffected; the lump sum but is to be credited to more extensive money claims. The buyer is entitled to prove that we have incurred no or only a significantly lower damage than the above flat rate.
5 Price and Payment Terms
(1) Unless otherwise agreed in individual cases, our current prices at the time of the conclusion of the contract shall apply, starting at the place of production and excluding statutory value added tax.
(2) In the case of a consignment purchase (§ 4 para. 1), the buyer bears the transport costs from the production location and the costs of any transport insurance desired by the buyer. Any duties, fees, taxes and other public charges shall be borne by the buyer. Transport and all other packaging in accordance with the Packaging Ordinance, we do not take back, they become the property of the buyer; excluded are European pallets, which are provided by the buyer upon delivery of the goods in sufficient number for exchange.
(3) The purchase price is due and payable within 21 days of placing an invoice to the buyer. We reserve the right to demand payment in advance. If the delivery is made in advance, the customer receives a pro-forma invoice.
(4) Upon expiry of the above payment period, the buyer is in default. The purchase price is subject to interest during the default at the applicable statutory default interest rate. We reserve the right to assert further damages caused by delay. For merchants our claim to the commercial maturity interest (§ 353 HGB) remains unaffected.
(5) The buyer is only entitled to offsetting or retention rights insofar as his claim is legally established or undisputed. In case of deficiencies of the delivery, the counterclaims of the buyer remain in accordance with. § 7 para. 6 sentence 2 of these GTC.
(6) If, after the conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardized by the purchaser's inability to perform (eg by filing for insolvency proceedings), we shall be entitled to withdraw from the contract and - if applicable after the deadline has been set authorized by the contract (§ 321 BGB). In contracts for the production of unacceptable items (custom-made), we can declare the resignation immediately; the statutory provisions on the dispensability of the deadline remain unaffected.
6 Retention of title
(1) We retain ownership of the goods sold until full payment of all our present and future claims under the purchase agreement and an ongoing business relationship (secured claims).
(2) The goods subject to retention of title may not be pledged to third parties or transferred as collateral before full payment of the secured claims. The buyer must notify us immediately in writing if and to the extent that third parties access the goods belonging to us.
(3) In the event of breach of contract by the buyer, in particular in the case of non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with the statutory provisions and / or to demand the goods on the basis of the retention of title. The request for publication does not at the same time include the explanation of the resignation; we are rather entitled to demand only the goods and to reserve the right of withdrawal. If the buyer does not pay the due purchase price, we may only assert these rights if we have unsuccessfully set a reasonable deadline for payment to the buyer or if such a deadline is dispensable according to the statutory provisions.
(4) The buyer is authorized to resell and / or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions additionally apply.
(a) Retention of title extends to the full value of products resulting from the processing, mixing or combination of our goods, and we shall be deemed to be the manufacturer. If the property rights remain with processing, mixing or combination with goods of third parties, we acquire co-ownership in proportion of the invoice values of the processed, mixed or connected goods. In addition, the same applies to the resulting product as to the goods delivered under reservation of title.
(b) The purchaser hereby assigns to us the claims against third parties resulting from the resale of the goods or the product as security in total or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the buyer mentioned in paragraph 2 also apply with regard to the assigned claims.
(c) To collect the claim, the buyer remains authorized in addition to us. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, does not default on payment, has not filed for insolvency proceedings and has no other lack of performance. If this is the case, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the related documents and notifies the debtors (third parties) of the assignment.
(d) If the realizable value of the securities exceeds our claims by more than 10%, we shall, at the request of the buyer, release securities of our choice.
7 Claims for defects of the buyer
(1) For the rights of the buyer in case of material and legal defects (including wrong and short delivery as well as improper installation or faulty assembly instructions), the statutory provisions shall apply, unless otherwise stated below. In all cases, the statutory special provisions remain unaffected on final delivery of the goods to a consumer (supplier recourse in accordance with §§ 478, 479 BGB).
(2) The basis of our liability for defects is above all the agreement made on the nature of the goods. An agreement on the condition of the goods is deemed to be product descriptions (also of the manufacturer) which have been given to the buyer before his order or have been included in the contract in the same way as these terms and conditions. Insofar as the condition has not been agreed, it must be judged according to the legal regulation whether or not there is a defect (§ 434 (1) Sections 2 and 3 BGB). However, we do not assume any liability for public statements made by the manufacturer or other third parties (for example, advertising statements).
(3) The claims of the buyer for defects presuppose that he has complied with his statutory inspection and complaint obligations (§§ 377, 381 HGB). If there is a defect during the examination or later, we must be notified immediately in writing. The notification is deemed to be immediate if it takes place within two weeks, whereby the timely dispatch of the advertisement is sufficient to meet the deadlines. Regardless of this obligation to inspect and to give notice of defects, the purchaser must notify us in writing of obvious defects (including incorrect and short delivery) within two weeks of delivery, whereby the timely dispatch of the advertisement is also sufficient to meet the deadlines. If the buyer fails to properly examine and / or report a defect, our liability for the non-indicated defect is excluded.
(4) If the delivered item is defective, we can first choose whether we provide supplementary performance by rectification of the defect (rectification) or by delivery of a defect-free item (replacement). Our right to refuse supplementary performance under statutory conditions remains unaffected.
(5) We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. The buyer is, however, entitled to retain a portion of the purchase price which is reasonable in relation to the defect.
(6) The buyer must give us the time and opportunity required for the owed supplementary performance, in particular to hand over the rejected goods for examination purposes. In case of replacement, the buyer has to return the defective item according to the legal regulations. The supplementary performance does not include the removal of the defective item or the reinstallation if we were originally not obliged to install.
(7) The expenses required for the purpose of testing and subsequent performance, in particular transport, travel, labor and material costs (not: dismantling and installation costs), shall be borne by us if there is actually a defect. If, however, a defect removal request of the buyer turns out to be unjustified, we may demand compensation for any costs incurred by the buyer.
(8) In urgent cases, e.g. in case of endangerment of operational safety or to avoid disproportionate damage, the buyer has the right to remedy the defect himself and to demand compensation from us for the objectively necessary expenses. We are to be informed immediately of such self-assertion, if possible beforehand. The right to self-assertion does not exist if we were entitled to refuse a corresponding supplementary performance according to the statutory provisions.
(9) If the supplementary performance has failed or a reasonable period to be set by the Buyer for the supplementary performance has expired without success or is dispensable in accordance with the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In a minor defect, however, there is no right of withdrawal. The reason must be in writing.
(10) Claims by the purchaser for compensation for damages or reimbursement of futile expenses exist only in accordance with § 8 and are otherwise excluded.
8 Other liability
(1) Our liability for damages, for whatever legal reason, in particular impossibility, delay, inadequate or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, as far as it is in each case at fault, in accordance with this § 8 limited.
(2) We are not liable in case of simple negligence of our bodies, legal representatives, employees or other vicarious agents, as far as it is not a violation of essential contractual obligations. Essential to the contract are the obligation to timely delivery, whose freedom from defects that affect its functionality or serviceability more than insignificantly, as well as advisory, protective and custody duties that allow the buyer to use the contractual object or the protection of life or limb of Buyer's personnel or the protection of their property from significant damage.
(3) Insofar as we are liable for damages in accordance with § 8 para. 2 of these GTC, this liability is limited to damages which we foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which should have been foreseen when applying customary care. Indirect damage and consequential damage, which are the result of defects in the delivery item, as well as substitute only insofar as such damage can typically be expected in the case of the intended use of the delivery item.
(4) In the case of liability for simple negligence, our obligation to pay compensation for property damage and the resulting further pecuniary loss is limited to EUR 1,000 per claim, even if it is a violation of essential contractual obligations.
(5) The above exclusions and limitations of liability shall apply to the same extent in favor of our organs, legal representatives, employees and other vicarious agents.
(6) Insofar as we provide technical information or act as consultants and this information or advice does not belong to the contractually agreed scope of services owed by us, this is done free of charge and to the exclusion of any liability.
(7) The restrictions of this § 8 AVB do not apply to the liability of the seller for intentional behavior, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.
(8) Due to a breach of duty that does not exist in a defect, the buyer can only resign or terminate if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 651, 649 BGB) is excluded. Incidentally, the legal requirements and legal consequences apply. Unless there is no intentional breach of contract, ours
9 Statute of limitations
(1) Notwithstanding § 438 (1) No. 3 BGB (German Civil Code), the general limitation period for claims arising from material and legal defects is one year from delivery.
(2) The above periods of limitation of the purchase right also apply to contractual and non-contractual claims for damages of the buyer, based on a defect of the goods, unless the application of the regular statutory limitation (§§ 195, 199 BGB) would in individual cases to a shorter limitation period to lead. The limitation of the product liability law remain unaffected in any case. Otherwise apply for claims for damages of the buyer acc. § 8 exclusively the statutory limitation periods.
10 Choice of law and jurisdiction
(1) For these GTC and all legal relations between us and the buyer, the law of the Federal Republic of Germany applies to the exclusion of international uniform law, in particular the UN Sales Convention. Conditions and effects of the retention of title acc. § 6 AVB are subject to the law at the respective production location of the thing, as far as the choice of law in favor of German law is inadmissible or ineffective thereafter.
(2) All contractual and non-contractual disputes arising out of or in connection with contracts for which the validity of these GCS is intended shall be finally settled under the arbitration rules of the German Institution of Arbitration (DIS), excluding ordinary legal proceedings. The arbitral tribunal shall consist of three arbitrators and, in the case of disputes of less than € 5,000, a referee. The place of arbitration is Wiesbaden, the language German. However, we are also entitled, in individual cases, to bring an action before the competent court or the state courts at the place of business of the buyer or other law enforcement agencies.
General Conditions of Purchase (AEV)
the Intermastra GmbH, Dresdener Straße 11, 65474 Bischofsheim
1 General, Scope
(1) These General Terms and Conditions of Purchase ("AEB") apply to all business relationships with our business partners and suppliers (hereinafter referred to as "Seller"). The AEB only apply if the seller is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
(2) The GTCP apply in particular to contracts for the sale and / or delivery of movable property (hereinafter also referred to as "goods"), irrespective of whether the seller manufactures the goods himself or purchases them from suppliers (§§ 433, 651 BGB). , The GPC, in their respective version, shall also be deemed to be a framework agreement for future contracts for the sale and / or delivery of movable property with the same seller, without us having to refer to them again in each individual case; In this case, we will inform the seller immediately about changes to our AEB.
(3) These GPC shall apply exclusively. Divergent, conflicting or supplementary terms and conditions of the seller shall only become part of the contract if and insofar as we have expressly agreed to their validity in writing. This approval requirement applies in any case, for example, even if we accept the deliveries without reservation in knowledge of the general terms and conditions of the seller.
(4) In individual cases, individual agreements with the seller (including ancillary agreements, additions and changes) shall in any case take precedence over these GPC. For the content of such agreements, a written contract or our written confirmation shall prevail.
(5) Legally relevant declarations and advertisements which are to be submitted to us by the seller after the conclusion of the contract (eg deadlines, reminders, declaration of withdrawal) must be in writing in order to be valid.
(6) Indications of the validity of statutory provisions are only of clarifying significance. Even without such clarification, the statutory provisions therefore apply unless they are directly amended or expressly excluded in these GPC.
2 Conclusion of contract
(1) Our order is binding at the earliest with written delivery or confirmation. For obvious errors (such as typing and miscalculation) and incompleteness of the order, including the order documents, the seller must notify us for acceptance or correction prior to acceptance; otherwise the contract is considered not closed.
(2) The seller is obliged to confirm our order in writing within a period of 14 days or in particular to carry it out unreservedly by sending the goods (acceptance).
A late acceptance is considered a new offer and requires acceptance by us.
3 Delivery time and delivery delay
(1) The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been agreed otherwise, it is two months from the conclusion of the contract. The seller is obligated to inform us immediately in writing if he is not able to comply with agreed delivery times - for whatever reason.
(2) If the seller does not render his service or does not do so within the agreed delivery period or if he is in default, our rights - in particular, to withdrawal and damages - shall be determined in accordance with the statutory provisions. The regulations in paragraph 3 remain unaffected.
(3) If the seller is in default, we can demand a contractual penalty amounting to 2% of the net price per completed calendar week, but in total not more than 10% of the net price of the delayed delivered goods. We are entitled to demand the contractual penalty in addition to the fulfillment and as a minimum amount of damages owed by the seller in accordance with the statutory provisions; the assertion of further damage remains unaffected. If we accept the late performance, we will enforce the penalty at the latest with the final payment.
4 Performance, delivery, transfer of risk, default in acceptance
(1) The seller is not entitled, without our prior written consent, to have the service owed by him performed by third parties (such as subcontractors). The seller bears the procurement risk for his services, unless otherwise agreed in an individual case (for example, sale of goods in stock).
(2) The delivery takes place within Germany "free house" at the place specified in the order. If the destination has not been specified and nothing else has been agreed, the delivery must be made to our registered office in Bischofsheim. The respective destination is also the place of performance (delivery debt).
(3) The delivery shall be accompanied by a delivery note specifying the date (issue and shipping), content of the delivery (item number and number) and our order code (date and number). If the delivery note is missing or incomplete, we are not responsible for the resulting delays in processing and payment. Separate from the delivery note, we have to send you a corresponding shipping notice with the same content.
(4) The risk of accidental loss and accidental deterioration of the thing passes to us at the place of performance. The transfer or acceptance is the same if we are in default of acceptance.
(5) The statutory provisions apply to the occurrence of our default of acceptance. However, the seller must explicitly offer us his services even if a specific or determinable calendar time has been agreed for an action or participation on our part (for example, provision of material). If we are in default of acceptance, then the seller may demand compensation of his additional expenses in accordance with the statutory provisions (§ 304 BGB). If the contract relates to an unacceptable item to be produced by the seller (one-off production), the seller is entitled to further rights only if we are obliged to cooperate and are responsible for the failure to cooperate.
5 Price and Payment Terms
(1) The price stated in the order is binding. All prices include statutory VAT, unless otherwise stated.
(2) Unless otherwise agreed or listed in the individual case, the price includes all services and ancillary services of the seller (such as assembly, installation) and all ancillary costs (for example, proper packaging, transport costs including any transport and liability insurance). Packaging material has to be taken back by the seller at our request.
(3) The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the seller grants us 3% discount on the net amount of the invoice.
(4) We do not owe any maturity interest. The default interest is 5 percentage points annually above the base rate. For the occurrence of our default, the statutory provisions shall apply, whereby deviating in any case, a written reminder by the seller is required.
(5) Rights of set-off and retention as well as the objection of the non-fulfilled contract are entitled to us to the legal extent. In particular, we are entitled to withhold payments due as long as we still have claims from incomplete or defective services against the seller.
(6) The seller has a set-off or retention right only on the basis of legally established or undisputed counterclaims.
6 secrecy and retention of title
(1) We reserve the right of ownership and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual service and to be returned to us after completion of the contract. The documents must be kept secret to third parties, even after the contract has ended. The secrecy obligation shall only expire if and insofar as the knowledge contained in the provided documents has become generally known.
(2) The above provision shall apply mutatis mutandis to materials and materials (such as software, finished and semi-finished products) as well as to tools, templates, samples and other items which we provide to the seller for manufacture. Such items shall be kept separate at the expense of the seller and adequately insured against destruction and loss unless they are processed.
(3) A processing, mixing or connection (further processing) of provided items by the seller is made for us. The same applies to further processing of the delivered goods by us, so that we are considered to be the manufacturer and acquire ownership of the product at the latest with further processing in accordance with statutory provisions.
(4) The transfer of the goods to us must be unconditionally and without consideration for the payment of the price. If, however, in individual cases we accept a conditional sale of the seller due to the purchase price payment, the retention of title of the seller expires at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, we remain authorized to resell the goods prior to payment of the purchase price, subject to advance assignment of the resulting claim (in the alternative, the validity of the simple retention of title extended to resale). In any case, this excludes all other forms of retention of title, in particular extended, retention of title and extended retention of title to further processing.
7 Defective delivery
(1) For our rights in the case of material and legal defects of the goods (including wrong and short delivery as well as improper installation, faulty assembly, operation or operating instructions) and other breaches of duty by the seller, the statutory provisions, unless otherwise stated below.
(2) In accordance with the statutory provisions, the seller is liable in particular for ensuring that the goods have the agreed quality at the time of the transfer of risk. In any case, the terms of agreement are those product descriptions which are the subject of the respective contract or are included in the contract in the same way as these GTCs, in particular by designation or reference in our order. It makes no difference whether the product description comes from us, the seller or the manufacturer.
(3) Notwithstanding § 442 (1) sentence 2 BGB, we shall be entitled to claim for defects without restriction even if the defect at the time of conclusion of the contract as a result of gross negligence has remained unknown to us.
(4) The statutory provisions (§§ 377, 381 HGB) apply to commercial inspection and notification of defects, subject to the following proviso: Our obligation to inspect is limited to defects that occur in our incoming goods inspection under external inspection including the delivery papers and in our quality control in the sampling procedure openly revealed (eg transport damage, wrong delivery and short delivery). Insofar as acceptance has been agreed, there is no duty to investigate. Moreover, it depends on the extent to which an investigation, taking into account the circumstances of the individual case in the ordinary course of business, is feasible. Our obligation to complain about defects discovered later remains unaffected. In all cases, our complaint (notification of defects) shall be deemed to be prompt and timely if received by the seller within 10 calendar days.
(5) The costs incurred by the seller for the purpose of testing and repair (including possible dismantling and installation costs) shall be borne by the seller even if it turns out that no defect actually existed. Our liability for damages in case of unjustified removal of defects remains unaffected; however, we are liable only if we have recognized or grossly negligent did not recognize that there was no defect.
(6) If the seller does not comply with his obligation to supplementary performance - at our discretion by rectifying the defect (rectification) or by delivering a defect-free item (replacement) - within a reasonable period set by us, we can remedy the defect ourselves and demand from the seller replacement of the necessary expenses or a corresponding advance. If the supplementary performance by the seller has failed or is unreasonable for us (for example due to special urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline is required; From such circumstances, we will inform the seller immediately, if possible beforehand.
(7) In addition, we are entitled in case of a material or legal defect according to the statutory provisions to reduce the purchase price or to withdraw from the contract. In addition, we are entitled to damages and reimbursement of expenses according to the legal regulations.
8 Supplier recourse
(1) Our legally determined recourse claims within a supply chain (supplier recourse in accordance with §§ 478, 479 BGB) are entitled to us in addition to the warranty claims without limitation. In particular, we are entitled to demand exactly the type of supplementary performance (repair or replacement) from the seller, which we owe to our buyer in individual cases. Our legal option (§ 439 Abs. 1 BGB) is not limited by this.
(2) Before we acknowledge or fulfill a defect claim asserted by our customer (including reimbursement of expenses according to §§ 478 Abs. 3, 439 Abs. 2 BGB), we will inform the seller and ask for a written statement with a short explanation of the facts. If the opinion is not delivered within a reasonable period of time and if no mutually agreed solution is brought about, the deficiency claim actually granted by us shall be deemed due to our customer; The seller is responsible in this case, the counter-proof.
(3) Our supplier recourse claims shall apply even if the goods have been sold by us or one of our customers, e.g. by incorporation into another product, was further processed.
9 producer liability
(1) If the seller is responsible for a product damage, he shall indemnify us from claims of third parties insofar as the cause is set in his sphere of control and organization and he is liable externally.
(2) Within the framework of his exemption obligation, the seller has incurred expenses in accordance with Art. §§ 683, 670 BGB, which result from or in connection with a claim of third parties, including recalls carried out by us. We will inform the seller - as far as possible and reasonable - about the content and extent of recall measures and give him the opportunity to comment. Further statutory claims remain unaffected.
(3) The seller must take out and maintain product liability insurance with a flat-rate coverage of at least EUR 10 million per person / property damage.
10 statute of limitations
(1) The reciprocal claims of the contracting parties expire in accordance with the statutory provisions, unless otherwise stated below.
(2) Notwithstanding § 438 (1) no. 3 BGB, the general limitation period for claims for defects is 3 years from the passing of risk. Insofar as acceptance has been agreed, the period of limitation begins with the acceptance. Accordingly, the 3-year limitation period shall also apply to claims arising from defects in title, whereby the statutory limitation period for claims in rem for third parties (section 438 (1) no. 1 BGB) remains unaffected; In any case, claims arising from defects of title shall in no case become statute-barred as long as the third party can still assert the right against us - in particular due to a limitation period.
(3) The periods of limitation of the purchase right including the above extension apply - to the legal extent - for all contractual claims for defects. Insofar as we are entitled to non-contractual claims for damages due to a defect, the statutory limitation period applies (§§ 195, 199 BGB) if the application of the limitation periods of the purchase right in individual cases does not lead to a longer limitation period.
11 Choice of law and jurisdiction
(1) For these GCP and all legal relationships between us and the seller, the law of the Federal Republic of Germany shall apply to the exclusion of international uniform law, in particular the UN Sales Convention. The prerequisites and effects of the retention of title are subject to the law at the respective location of the item, insofar as the choice of law in favor of German law is inadmissible or ineffective thereafter.
(2) All contractual and non-contractual disputes arising out of or in connection with contracts for which the validity of these GTCP is intended shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS), excluding ordinary legal action. The arbitral tribunal shall consist of three arbitrators and, in the case of disputes of less than € 5,000, a referee. The place of arbitration is Wiesbaden, the language German. However, we are also entitled, in individual cases, to bring an action before the competent court or the state courts at the place of business of the buyer or other law enforcement agencies.
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