Datasheet
(8) No liability is accepted in cases not complying with the foregoing provisi-
ons. This applies, in particular, to deliveries lying within the tolerances dened in
Clause 6. Neither do we accept any liability for variances in composition, as long as
the goods supplied are still suitable for customary use, nor for minor limitations in
usability, natural deterioration, normal wear and tear or damage resulting from incorrect or
negligent handling or storage, excessive loads, contact with unsuitable substances or
other external inuences occurring after risk has passed to the purchaser, except in
cases where relevant properties have been expressly stipulated in the contract. We also
accept no liability for consequential losses attributable to incorrect modications to our
products performed by either the purchaser or a third party. Nor do we accept liability
for printing errors overlooked by the purchaser in a proof approved by him.
(9) We give the purchaser no warranties in the legal sense.
(10) Complaints relating to defects must be led with us within 12 months of the date
on which the risk passed to the purchaser. This does not aect claims based on Sections
478, 479 of the German Civil Code (BGB), which lapse 5 years from date of delivery of
the defective item.
Clause 8 Overall liability
(1) All further liability for compensation over and above that stipulated in Clause 7 is
excluded irrespective of the legal nature of the relevant claim. This applies, in particular,
to compensation claims alleging negligence in conclusion of contract, other breaches
of obligations or claims in tort for compensation for material loss or damage pursuant
to Section 823 of the German Civil Code (BGB), and also to compensation claims for
unproductive expenditure in lieu of contract performance. In particular, we accept
no liability for infringements of third-party rights by products ordered from us by the
purchaser.
(2) Exclusions and limitations of our liability apply equally to the personal liability of our
employees, workers, assistants, representatives and vicarious agents.
Clause 9 Retention of title
(1) We retain title to goods supplied (seller’s lien) until receipt of all outstanding
payments resulting from our business relationship with the purchaser. In the event of
breach of contract by the purchaser, in particular, default in payment still not remedied
after expiry of a reasonable period specied by us in our payment reminder, we shall
be entitled to repossess goods subject to seller’s lien. Any such repossession of goods
subject to seller’s lien constitutes withdrawal from the contract on our part. Attachment
of goods subject to seller’s lien also constitutes withdrawal from the contract on our part.
After repossession of goods subject to seller’s lien we shall be entitled dispose of these,
thereby crediting any proceeds therefrom - after deduction of a reasonable amount for
disposal costs - against the purchaser’s outstanding liabilities.
(2) The purchaser must treat goods subject to seller’s lien with due care and, in particular,
insure them at replacement value and at his own expense against re and water damage
and theft. In cases where maintenance or inspection of goods subject to seller’s lien is
necessary, the purchaser must perform this punctually at his own expense.
(3) Should any third party attempt to seize goods subject to our seller’s lien, in particular
by application for a writ of attachment, the purchaser must disclose our rights of lien and
use his best endeavours to prevent any action detrimental to these rights. He must also
help us to protect our title by informing us immediately and handing over to us any rele-
vant documents. The purchaser shall be liable for payment of any judicial and extra-judicial
costs thereby incurred by us in the event of the third party’s inability to reimburse these.
(4) The purchaser is entitled to use and/or dispose of goods subject to seller’s lien during
his normal course of business, but is not permitted to give them in pledge or otherwise
use them as security for his debts. The purchaser now hereby assigns to us by way of
security claims against customers or other third parties accruing to him either from
resale of goods subject to seller’s lien or for any other reason whatsoever up to the
amount of our invoice (including value added tax). This assignment shall be made
irrespective of whether the goods subject to seller’s lien are resold without or after
further processing. We hereby accept this assignment. The purchaser remains entitled
to collect the outstanding claim despite the foregoing assignment. Although our right
to make the collection ourselves is not thereby aected, we hereby undertake to refrain
from exercising this right as long as the purchaser honours his obligations to pay us from
the proceeds of the collection, does not further default on payment and, in particular,
no application for institution of composition or insolvency proceedings has been led
against him and he has not suspended payments. Should any of the foregoing cases
apply, we shall be entitled to require the purchaser to give us details of the amounts
of the assigned claims, the names and addresses of the debtors and any other information
required for the collection, and also to hand over to us the relevant documents and
inform the debtor (third party) of the assignment of the claim.
(5) All processing or modication of goods subject to seller’s lien undertaken by the
purchaser is on our behalf. If goods subject to seller’s lien are processed together with
other items not belonging to us, we thereby acquire co-ownership of the resulting
product equivalent to the proportion of the value of the goods subject to seller’s lien
(nal invoice price plus value-added tax) to the other items processed at the time of
processing. All other foregoing provisions relating to goods subject to seller’s lien
apply equally to the product resulting from the processing. If goods subject to seller’s
lien are mixed with other items not belonging to us, we thereby acquire co-ownership of
the resulting product equivalent to the proportion of the value of the goods subject to
seller’s lien (nal invoice price plus value-added tax) to the other items mixed with them
at the time of mixing. In cases where the mixing process yields a product which can be
regarded as the main object, it is hereby agreed that the purchaser will assign to us the
relevant proportion of co-ownership of that object. We hereby accept this assignment.
The purchaser is responsible for safekeeping on our behalf of products thus created and
solely owned or co-owned by us. The purchaser also assigns to us by way of security
for our claims against him any claims against third parties arising from incorporation of
goods subject to seller’s lien with real estate.
(6) We hereby undertake to release at the purchaser’s request securities held by us in
excess of an amount equivalent to our secured claims plus a margin of 10%. The choice
of securities thus released is at our sole discretion.
Clause 10 Data privacy
(1) In accordance with the German Data Protection Act, the Interstate Agreement on
Media services and the Tele Services Data Protection Act, customers are advised that
any personal data provided as part of an order or business relationship may be stored,
processed and used by us for internal purposes. We will never disclose your personal
information to third parties or use in any other way than the purpose for which it was
originally intended without obtaining prior permission from you, unless there is a legal
obligation to disclose your information to any relevant regulatory body or pursuant to
a court order or a valid request (including processes that we voluntarily comply with),
or in order to protect our own rights or those of our customers or as far as is needed
to comply with the terms of use and rectify any technical issues. All personal customer
details will be handled as stated in the rules of the German Data Protection Act and the
Tele Services Data Protection Act.
(2) The customer agrees not to pass on any data generated by this business relationship
to unauthorised third parties, and to ensure that such data is stored safely and protected
against unauthorised access and misuse.
Clause 11 Place of jurisdiction, governing law, place of performance
(1) The place of jurisdiction shall be our place of business. We also reserve the right to
institute legal proceedings against the purchaser at either his place or residence or his
place of business.
(2) The governing law shall be the law of the Federal Republic of Germany. Application of
the UN Sales Convention is excluded.
(3) Unless otherwise stipulated in our order conrmation, the place of performance shall
be our place of business.