§ 1 Scope
1) Deliveries and services by Coolex Chemie GmbH take place exclusively in accordance with the following general terms and conditions. These also apply to future contracts for the sale and / or delivery of movable objects with the same buyer, even if they are not expressly agreed again separately.
2) We do not recognize any terms and conditions of the buyer that contradict or deviate from our general terms and conditions of sale and delivery, unless we have expressly agreed in writing to the general terms and conditions that conflict with or differ.
3) This also applies if we have not contradicted deviating conditions of the buyer in individual cases or if we carry out the delivery to the buyer without reservation while being aware of conditions of the buyer that contradict or deviate from our conditions. The statutory regulations apply, in particular the Civil Code and the Commercial Code, unless otherwise regulated below.
4) The special conditions for rental containers apply to our containers, which also become part of the contract if a buyer uses rental containers.
§ 2 Offer and conclusion of contract
1) Our offers are non-binding.
2) The order of the desired goods by the potential buyer can be made either orally, in writing or by email and represents a binding offer to conclude a contract. We are entitled to accept this offer within a period of 10 working days .
3) Oral or telephone statements by representatives or employees only become valid after we have confirmed them in writing, text or electronic form.
4) Illustrations, drawings, weight information, descriptions in offers, price lists and other general printed matter are created or determined as best as possible, but only approximately authoritative, unless they are expressly designated as binding.
§ 3 Prices and terms of payment
1) Unless otherwise agreed in individual cases, our prices valid at the time of the conclusion of the contract apply, from the distribution warehouse, plus statutory sales tax.
2) The purchase price is due for payment immediately, unless otherwise agreed.
3) If the buyer is in default of payment, all open invoices are due immediately.
4) The buyer is only entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed.
§ 4 Delivery and delivery time
1) If we are prevented from fulfilling our delivery obligation due to circumstances for which we are not responsible - this also includes strikes or lockouts - the delivery period is extended appropriately.
2) Unless otherwise stated in the order confirmation, delivery “ex works” or “ex distribution warehouse” is agreed.
3) The customer bears the costs of returning packaging to Coolex Chemie GmbH.
§ 5 Retention of title
1) All goods delivered by us remain our property as long as we have payment claims against the buyer.
2) In the event of seizures or other interventions by third parties, the buyer must notify us immediately in writing so that we can take legal action in accordance with Section 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the buyer is liable for the loss we incur.
3) The buyer is entitled to resell the purchased item in the ordinary course of business; However, he already now assigns to us all claims in the amount of the final invoice amount (including sales tax) that accrue to him from the resale to his customers or third parties, regardless of whether the purchased item has been resold without or after processing. The buyer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected.
However, we undertake not to collect the claim as long as the buyer fulfills his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended. If this is the case, however, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information required for collection, hands over the associated attachments and notifies the debtors (third parties) of the assignment.
4) The processing or transformation of the purchased item by the buyer is always carried out for us. If the purchased item is processed with other materials that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including sales tax) to the other processed items / materials at the time of processing. The same applies to the item created through processing as to the purchased item delivered with reservation.
6) If the purchased item is inseparably mixed with other materials that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including sales tax) to the other mixed materials at the time of mixing. If the mixing takes place in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers proportional co-ownership to us. The buyer keeps the resulting sole or co-ownership for us.
§ 6 Claims for defects
1) After the transfer of risk, Coolex Chemie GmbH is liable for defects to the exclusion of all other claims of the buyer without prejudice to Clause 1) and § 7 in such a way that Coolex Chemie GmbH can initially remove the defect within the scope of the subsequent performance owed (repair) or delivers a defect-free item (replacement delivery). The buyer must notify us immediately in writing of any defects found.
2) Coolex Chemie GmbH is not liable if the defect is insignificant for the interests of the buyer or is based on a circumstance that is attributable to the buyer.
3) In the event of changes made improperly by the buyer or a third party without the prior consent of Coolex Chemie GmbH, Coolex Chemie GmbH's liability for the consequences arising therefrom is canceled. Only in urgent cases of endangering operational safety and to prevent disproportionately large damage, whereby Coolex Chemie GmbH must be informed immediately, or if Coolex Chemie GmbH - taking into account the statutory exceptional cases - has allowed a reasonable deadline set for it to remedy defects to expire without result , the buyer has the right, within the framework of the statutory provisions, to have the defect remedied himself or by a third party and to demand reimbursement of the necessary costs from Coolex Chemie GmbH.
4) If, in the event of a return of goods due to the complaint, it turns out that the complaint was wrongly made, Coolex Chemie GmbH is entitled to charge not only the costs of shipping but also an appropriate remuneration for the inspection of the goods. Items replaced under the warranty become the property of Coolex Chemie GmbH.
5) If Coolex Chemie GmbH - taking into account the statutory exceptional cases - allows a reasonable deadline set for it for the removal of defects to pass without result, the buyer has a right to a reduction in price within the framework of the statutory provisions. The buyer can only withdraw from the contract if the removal of defects is demonstrably of no interest to the buyer despite the reduction.
Further claims are exclusively based on § 7 of these conditions.
§ 7 Liability of Coolex Chemie GmbH / disclaimer
1) If, through the fault of Coolex Chemie GmbH, the purchased item cannot be used in accordance with the contract by the buyer as a result of the failure or incorrect execution of suggestions and advice given before or after the conclusion of the contract, as well as other contractual breaches of secondary obligations, the provisions in § 6 apply to the exclusion of further claims by the buyer and § 7 section 2).
2) a) Coolex Chemie GmbH is liable for damage that has not occurred to the delivery item itself - for whatever legal reasons - only in the event of willful intent, gross negligence on the part of the owner / organs or executive employees, in the event of culpable injury to life, body and health , in the case of defects that have been fraudulently concealed, within the framework of a guarantee, insofar as there is liability for personal injury or property damage to privately used objects according to the Product Liability Act.
b) In the event of a culpable breach of essential contractual obligations, Coolex Chemie GmbH is also liable for gross negligence on the part of non-executive employees and in the case of slight negligence, in the latter case limited to the contractually typical, reasonably foreseeable, direct damage and the amount of the liability insurance provided by Coolex Chemie GmbH .
Further claims are excluded.
3) The liability of Coolex Chemie GmbH for delays or claims for defects is in any case limited to max. 200% of the value of the goods, as far as legally possible, limited.
4) As far as the liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, employees, representatives and vicarious agents.
§ 8 Limitation
All claims of the buyer - for whatever legal reasons - become statute-barred after 12 months, starting from the transfer of risk. The statutory deadline applies to claims for damages in accordance with Section 7 (2a). The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is 5 years from the delivery of the defective item.
§ 9 Applicable law, place of performance, place of jurisdiction
1) The law of the Federal Republic of Germany applies. The validity of the UN sales law is excluded.
2) Unless otherwise stated in the order confirmation, the place of performance is Dachau.
3) The place of jurisdiction for all disputes in connection with this contract is Dachau. This also applies to claims from bills of exchange and checks that are payable in other locations. We are nevertheless entitled to sue the buyer at any other legal place of jurisdiction.