General Terms and Conditions of Neoxum GmbH

General Terms and Conditions of Neoxum GmbH

1. General - Scope

1.1 These Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of Section 310 (1) BGB.
1.2 These Terms and Conditions of Sale shall apply exclusively; any terms and conditions of the customer that conflict with or deviate from these Terms and Conditions of Sale shall not be recognized. These Terms and Conditions of Sale shall also apply if delivery is made to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from these Terms and Conditions of Sale.
1.3. These terms and conditions of sale also apply to all future transactions with the customer.
1.4 An under-delivery or under-delivery of 6% of the customer's order quantity is due to technical reasons and is deemed to be accepted.

2. Offer – Offer Documents

2.1 If the order is to be qualified as an offer in accordance with § 145 BGB, this can be accepted within 2 weeks.
2.2. Ownership and copyright shall be reserved for illustrations, drawings, calculations, and other documents. This also applies to written documents designated as „confidential“. Prior disclosure to third parties requires express written consent.

3. prices - terms of payment

3.1 Unless otherwise stated in the order confirmation, our prices are „ex works“ excluding postage and packing.
Transportation insurance costs, these will be billed separately.
3.2 The statutory value added tax shall be shown separately in the invoice at the statutory rate on the day of invoicing.
3.3 The deduction of discounts requires a special written agreement.
3.4. Unless otherwise stated in the order confirmation, the purchase price is due net (without deduction) within 14 days of the invoice date. The statutory provisions regarding the consequences of payment default shall apply.
3.5. The customer may only set off claims if their counterclaims have been legally established, are undisputed, or have been acknowledged. Furthermore, the customer is entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.

4. Delivery Time

4.1.cThe start of the stated delivery period is subject to the clarification of all technical issues.
4.2 Compliance with the delivery obligation further presupposes the timely and proper fulfillment of the customer's obligation. The defense of non-performance of the contract remains reserved.
4.3 If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. We reserve the right to assert further claims.
4.4. If the prerequisites of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time when the customer is in default of acceptance or default of performance.
4.5. Liability will be in accordance with statutory provisions if the underlying purchase agreement is a fixed-date transaction within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). Liability will also be in accordance with statutory provisions if, as a result of a delivery delay for which we are responsible, the customer is entitled to claim that their interest in further contract fulfillment has ceased.
4.6. Liability shall also apply according to statutory provisions if the delay in delivery is based on an intentional or grossly negligent breach of contract for which we are responsible; fault of our representatives or vicarious agents shall be attributed to us. Unless the delay in delivery is based on an intentional breach of contract for which we are responsible, liability for damages shall be limited to the foreseeable, typically occurring damage.
4.7. Liability also arises in accordance with statutory provisions if the delivery delay for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.
4.8 Further legal claims and rights of the customer remain reserved.

5. transfer of risk - packaging costs

5.1 Unless otherwise stated in the order confirmation, delivery „ex works“ is agreed.
5.2 Separate agreements shall apply to the return of packaging.
5.3. The costs incurred for transport insurance upon delivery shall be borne by the customer.

6. liability for defects

6.1 Claims for defects on the part of the customer presuppose that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code).
6.2 If there is a defect in the purchased item, we are entitled, at our discretion, to subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of the defect, we shall only bear the expenses up to the amount of the purchase price.
6.3 If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand withdrawal or a reduction in price. In addition, the customer shall be entitled to claim damages, the scope of which shall be determined in accordance with Sections 6.4 et seq.
6.4. Liability is assumed in accordance with statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. To the extent that we are not accused of intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
6.5 We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage. An essential contractual obligation is understood to be a contractual obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely.
6.6. To the extent the customer is entitled to compensation for damages instead of performance, liability, even within the scope of para. (3), is limited to compensation for foreseeable, typically occurring damages.
6.7 Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
6.8. Except as otherwise provided above, liability is excluded.
6.9. The limitation period for warranty claims is 12 months, calculated from the transfer of risk.
6.10. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is five years, calculated from delivery of the defective item.
6.11. In the event that the customer returns the purchased goods to the supplier with the indication that they are defective and the inspection reveals that these goods are free of defects, the user is entitled to assert a claim for reimbursement of expenses in the event of culpable breach of contract. After notification of the amount of the claim, the customer is entitled to assert that a claim for reimbursement of expenses has not arisen or has not arisen in this amount.
6.12. In the event of a claim for reimbursement of expenses pursuant to section 6 (11), the user is entitled to exercise a right of retention until this claim has been settled.

7. General Liability

7.1 Any further liability for damages other than that provided for in 6. is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage in accordance with § 823 BGB.
7.2 The limitation according to paragraph (1) also applies if the customer demands compensation for useless expenses instead of a claim for damages.
7.3. To the extent that our liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, personnel, representatives, and agents.

8. retention of title

8.1. Title to the purchased item shall be reserved until all payments from the delivery contract have been received. In the event of a breach of contract by the customer, particularly in the event of default in payment, we shall be entitled to repossess the purchased item. Repossession of the purchased item shall constitute a rescission of the contract. Following repossession of the purchased item, we shall be authorized to dispose of it; the proceeds from the disposal shall be credited against the customer's liabilities, after deduction of reasonable disposal costs.
8.2. The customer is obligated to treat the purchased item with care; in particular, they are obligated to insure it at their own expense against fire, water, and theft damage to its full replacement value. If maintenance and inspection work is required, the customer must carry out this work in a timely manner at their own expense.
8.3. In the event of attachments or other third-party interventions, the customer must inform us immediately in writing so that an action can be brought in accordance with Section 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is unable to reimburse the judicial and extrajudicial costs of an action brought in accordance with Section 771 ZPO, the customer shall be liable for the resulting loss.
(4) The customer is entitled to resell the purchased item in the ordinary course of business; however, they hereby assign to us all claims in the amount of the final invoice price (including VAT) that arise from resale to their customers or third parties, regardless of whether the purchased item was sold with or without processing. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake to collect the claim
as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, the customer may be required to disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.
(5) The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. The same applies to the thing created by processing as to the item delivered under reservation.
(6) If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer's item is considered the main item, it is agreed that the customer transfers co-ownership to us proportionally. The customer shall hold sole or co-ownership created in this way for us.
(7) The customer also assigns to us, as security for our claims against him, claims arising from the connection of the purchased item with real estate against a third party.
(8) We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

9. Jurisdiction – Place of performance

If the customer is a merchant, our place of business is the court of jurisdiction; however, we are entitled to sue the customer at their place of residence as well.
The law of the Federal Republic of Germany shall apply; the application of the UN Sales Convention is excluded.
(3) Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.

Neoxum GmbH
Trettachstr. 2
87719 Mindelheim