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TERMS

Terms & Conditions

1. Validity of the conditions
1.1 Deliveries, services and offers from solex GERMANY GmbH are made exclusively on the basis of these terms and conditions. At the latest upon receipt of the goods or service, these conditions are deemed to have been accepted. solex GERMANY GmbH does not recognize any terms and conditions of the buyer that conflict with or deviate from the solex GERMANY GmbH terms and conditions unless solex GERMANY GmbH has expressly agreed to their validity. The solex GERMANY GmbH Terms and Conditions of Sale also apply if solex GERMANY GmbH carries out the delivery to the buyer without reservation in the knowledge of conflicting or deviating terms and conditions of the buyer. 1.2 These terms and conditions of sale of solex GERMANY GmbH only apply to entrepreneurs within the meaning of §§ 14, 310 BGB and, unless otherwise agreed, also apply to all future transactions with solex GERMANY GmbH.

2. Offer and conclusion of contract
2.1 Orders become binding for solex GERMANY GmbH when they are confirmed in writing or expressly (also invoice or delivery note). Otherwise, all agreements require the written confirmation of solex GERMANY GmbH. The same applies to additions, changes and ancillary agreements.

2.2 The information, illustrations and descriptions of services contained in catalogues, price lists or in documents belonging to the offer are approximate values ​​customary in the industry, unless they are expressly designated as binding in the order confirmation.

2.3 The minimum purchase quantity is 12 pieces per item.

3. Prices, terms of payment
3.1 Unless otherwise agreed, prices are net ex works plus the applicable VAT rate on the day of delivery and excluding packaging, freight, transport and insurance.

3.2 The invoices of solex GERMANY GmbH are subject to clause

3.3 payable 30 days after invoice date and receipt without any deduction in cash. If this payment period is exceeded, solex GERMANY GmbH is entitled to demand interest of 5% above the applicable base interest rate according to §247 BGB without a reminder, subject to the right to assert higher default damages. Unless otherwise agreed, solex GERMANY GmbH grants a 2% discount for cash payments within 8 days of the invoice date, provided that previous solex GERMANY GmbH invoices have been settled.

3.4 Initial orders must be paid for in advance. Otherwise, our representative has no authority to collect. Payments are only deemed to have been made if they are made directly to us.

3.5 Checks, bills of exchange or comparable means of payment are only accepted as payment. In this case, the additional bank costs are borne by the buyer.

3.6 If more than four months have elapsed between the conclusion of the contract and delivery and solex GERMANY GmbH generally reduces or increases its prices due to changed raw material prices or wages, the new price valid on the day of dispatch will be charged. If the price increases, the buyer is entitled to withdraw from the contract within 14 days of notification of the price increase.

3.7 solex GERMANY GmbH reserves the right to use payments to settle the oldest invoice items plus the accrued default interest and costs, in the order: costs, interest, principal claim.

3.8 The buyer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by solex GERMANY GmbH.

3.9 If, after conclusion of the contract, solex GERMANY GmbH becomes aware of facts about a significant deterioration in the financial circumstances of the buyer, which according to its best judgment are likely to jeopardize its claim to the consideration, solex GERMANY GmbH can provide suitable security within a reasonable period of time up to the time of its performance or demand advance payments or performance in return. solex GERMANY GmbH is also entitled to revoke granted payment terms. If the buyer does not comply with the justified request of solex GERMANY GmbH or does not do so in good time, solex GERMANY GmbH can withdraw from the contract or demand damages instead of performance. If the buyer is in arrears with a partial performance, solex GERMANY GmbH can make the entire remaining claim due immediately and, in the event of a delay in performance caused by a significant deterioration in the financial situation, withdraw from the contract without setting a grace period or demand compensation instead of performance. In the event of a delay in performance that is not financial, solex GERMANY GmbH can withdraw from the contract after a reasonable period of time has expired without result.

4. Delivery
4.1 Delivery times are non-binding unless otherwise expressly agreed. Partial deliveries are permitted. If a fixed delivery date has been agreed, the buyer must set a reasonable grace period of at least four weeks in the event of a delay by solex GERMANY GmbH. If the delivery does not take place by the end of the grace period, the buyer has the right to withdraw from the contract.

4.2 The delivery period begins on the day the order confirmation is sent and is met if the goods have left the factory/warehouse by the end of the delivery period or if the goods are reported as ready for dispatch if dispatch is impossible.

4.3 Adherence to agreed deadlines for deliveries presupposes the timely receipt of all documents to be provided by the buyer, necessary approvals and releases as well as compliance with the agreed terms of payment and other contractual obligations by the buyer. If these requirements are not met in good time, the deadlines are extended appropriately; this does not apply if solex GERMANY GmbH is responsible for the delay.

4.4 Unless otherwise agreed, call orders are to be accepted within six months after solex GERMANY GmbH has reported its readiness for delivery. After this period has expired, solex GERMANY GmbH is entitled to demand acceptance.

4.5 If non-compliance with the deadlines is due to force majeure - regardless of whether it occurs in the works of solex GERMANY GmbH or at its sub-suppliers - this includes in particular official interventions, operational disruptions, labor disputes, delays in the delivery of essential raw and auxiliary materials - or similar events , e.g. strike or lockout, the deadlines are extended appropriately. If the delivery or service becomes impossible as a result of the aforementioned events, solex GERMANY GmbH is released from the delivery obligation without the buyer being able to demand compensation. If the buyer is no longer interested in the service due to the delay, he can withdraw from the contract after setting a reasonable grace period. If the aforementioned obstacles occur for the buyer, the same legal consequences also apply to his acceptance obligation if he informs solex GERMANY GmbH in writing in good time before the order is processed. The contractual partners are obliged to notify the other party of obstacles of the aforementioned type without delay.

4.6 If the buyer does not accept the goods, solex GERMANY GmbH is entitled, after setting a reasonable grace period, to withdraw from the contract or to demand damages instead of performance. In the latter case, solex GERMANY GmbH is entitled to demand either compensation for the damage actually incurred or 25% of the purchase price without proof of damage. The buyer expressly reserves the right to prove that solex GERMANY GmbH suffered less damage or no damage at all.

4.7 If and to the extent that the goods to be delivered are not listed in the solex GERMANY GmbH catalogue, but are only made for the buyer (special production), solex GERMANY GmbH will also fulfill its contractual obligations if solex GERMANY GmbH pays up to 5% of the agreed Delivery quantity too little or delivers too much. In this case, the buyer does not have the right to demand subsequent delivery or to withdraw from the contract. The invoice amount to be paid by the buyer decreases or increases according to the quantity of goods actually delivered.

5. Passing of Risk
5.1 The risk passes to the buyer even in the case of carriage paid delivery when the goods have been handed over to the shipping agent. This also applies to self-collection and works transport.

5.2 In the event of delays in dispatch for which the buyer is responsible, the risk already passes with the notification of readiness for dispatch.

5.3 Dispatch takes place ex works or warehouse at the expense and risk of the buyer. solex GERMANY GmbH is not liable for damage or loss during transport. Unless otherwise agreed, solex GERMANY GmbH chooses shipping and packaging at its discretion. solex GERMANY GmbH does not assume any obligation to insure. However, at the written request of the buyer, the goods will be insured against transport damage and other damage.

6. Warranty claims due to defects in the delivery for justified material defects solex GERMANY GmbH is liable as follows:
6.1 All those products or services that show a material defect within the limitation period are to be repaired free of charge or provided again at the discretion of solex GERMANY GmbH, provided that the cause of the material defect already existed at the time of the transfer of risk.

6.2 Claims for material defects expire after 12 months, unless something else has been expressly agreed in writing. The period begins with the transfer of risk. The above deadlines do not apply if the law prescribes longer deadlines, e.g. Section 479 (1) of the German Civil Code (entrepreneur’s right of recourse).

6.3 The buyer must report obvious material defects to solex GERMANY GmbH immediately after delivery, and defects that are initially not recognizable immediately after discovery. Returns of goods free of defects are generally not accepted and are sent back to the sender freight collect.

6.4 In the case of notifications of defects, payments by the buyer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The buyer can only hold back payments if a notice of defects is asserted, the justification of which cannot be doubted. If the notice of defects was unjustified, solex GERMANY GmbH is entitled to demand the expenses incurred from the buyer.

6.5 First of all, solex GERMANY GmbH is to be granted the possibility of supplementary performance in accordance with Section 6.1 within a reasonable period of time. The buyer must make the object or sample of which is the subject of the complaint available to solex GERMANY GmbH.

6.6 Claims for defects do not exist in the case of insignificant deviations from the agreed quality, natural wear and tear or damage that occurs after the transfer of risk as a result of unsuitable or improper use, faulty or negligent treatment, excessive stress or unsuitable equipment. If the buyer or third parties make improper changes or repair work, there are no claims for defects on these and the resulting consequences.

6.7 Item 8 also applies to claims for damages.

7. impossibility; contract adjustment
7.1 If delivery is impossible, the buyer is entitled to demand compensation, unless solex GERMANY GmbH is not responsible for the impossibility. However, the buyer's claim for damages is limited to 60% of the value of the goods. This limitation does not apply if liability is mandatory in cases of intent, gross negligence or due to injury to life, limb or health; a change in the burden of proof to the detriment of the buyer is not associated with this. The buyer's right to withdraw from the contract remains unaffected.

7.2 If unpredictable events within the meaning of Section 4.5 significantly change the economic importance or the content of the delivery or have a significant effect on the operation of solex GERMANY GmbH, the contract will be adjusted appropriately, taking good faith into account. If this is not economically justifiable, solex GERMANY GmbH has the right to withdraw from the contract. If solex GERMANY GmbH wants to make use of this right of withdrawal, it must inform the buyer immediately after recognizing the scope of the event, even if an extension of the delivery time was initially agreed with him.

8. Claims for Damages
8.1 solex GERMANY GmbH is liable when issuing quality or durability guarantees, according to the Product Liability Act, in cases of intent, gross negligence, due to injury to life, limb or health or the violation of essential contractual obligations. In the event of a breach of essential contractual obligations, liability is limited to the maximum amount of foreseeable damage typical of the contract.

8.2 Further claims for damages by the buyer, for whatever legal reason, in particular due to breach of obligations arising from the contractual relationship and tort, are excluded. This limitation also applies if the buyer demands compensation for useless expenses instead of a claim for compensation for the damage instead of performance.

8.3 A change in the burden of proof to the detriment of the buyer is not associated with the above regulations.

9. Retention of title
9.1 The delivered goods remain the property of solex GERMANY GmbH (reserved goods) until all claims to which solex GERMANY GmbH is entitled from the current and future business relationship with the buyer have been fulfilled. If the value of all security rights to which solex GERMANY GmbH is entitled exceeds the amount of all secured claims by more than 10%, solex GERMANY GmbH will release a corresponding part of the security rights at the request of the buyer. In the event of breaches of duty by the buyer, in particular in the event of default in payment, solex GERMANY GmbH is entitled to withdraw from the contract without prior setting a deadline for the fulfillment of the contract. The buyer is obliged to return the purchased item immediately.

9.2 The buyer is entitled to resell the reserved goods in the ordinary course of business. However, he already assigns to solex GERMANY GmbH all claims in the amount of the final invoice amount of the solex GERMANY GmbH claim that arise from the resale against his customers or third parties, regardless of whether the reserved goods have been resold without or after processing. The buyer remains authorized to collect these claims even after the assignment. The authority of solex GERMANY GmbH to collect the claim of solex GERMANY GmbH itself remains unaffected. However, solex GERMANY GmbH undertakes not to collect the claim as long as the buyer duly meets his payment obligations. If the latter requirement is not met, solex GERMANY GmbH can demand that the buyer inform solex GERMANY GmbH of the assigned claims and their debtors, provide all the information required for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.

9.3 Processing or transformation of the reserved goods are carried out for solex GERMANY GmbH as the manufacturer according to § 950 BGB without obligating solex GERMANY GmbH. 9.4 If goods owned by solex GERMANY GmbH are processed with other items, solex GERMANY GmbH acquires co-ownership of the new item in the ratio of the market value of its goods to the value of the other processed items at the time of processing.

10. Data protection
10.1 The buyer agrees that his personal data will be collected, processed and used in accordance with the Federal Data Protection Act to the extent necessary for the execution of the contract.

11. Assignment prohibition
11.1 An assignment of claims against solex GERMANY GmbH from contracts concluded between solex GERMANY GmbH and the buyer is excluded without the express written consent of solex GERMANY GmbH.

12. Jurisdiction, place of performance, applicable law, severability clause
12.1 If not otherwise stated in the order confirmation, Pforzheim is the place of performance for all contractual claims.

12.2 If the buyer is a merchant, Pforzheim is the place of jurisdiction for all disputes arising from or in connection with this contract; However, solex GERMANY GmbH is also entitled to sue the buyer at his place of business.

12.3 German law applies to the contractual relationships, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.4 If one of the above provisions is ineffective or there is a loophole, an effective provision that comes close to the economic purpose intended by the parties shall replace the ineffective provision or fill the loophole.