7. Retention of title
We retain the title to the delivered goods until the receipt of all deliverables from the business relationship with the contracting party.
The contracting party is entitled to sell these goods in the course of ordinary business provided that the contracting party’s obligations from our business relationship are met in good time. The retained goods may neither be pledged nor offered as a security, however. The contracting party shall secure our rights in the event of reselling the retained goods on credit.
The contracting party hereby assigns to us in advance all receivables and rights from the sale of goods to which we are owed retention of title. We hereby accept this assignment.
The contracting party always performs any processing or reworking of the retained goods on our behalf. If the retained goods are processed or permanently combined with other objects that do not belong to us, we acquire a right of ownership to the new thing in proportion to the invoice value of the retained goods to the other processed or combined objects at the point in time of this processing or combination.
If machinery, accessories, etc. are anchored into foundations or similar in the earth or ground, or parts of buildings, or become firmly connected to other objects in some other way, it is agreed that this connection is only temporary in nature and may not become permanent until the contracting party has achieved full ownership by fulfilling the contracting party’s obligations.
The contracting party shall inform us without delay about enforcement actions taken by third parties concerning the retained goods, the receivables assigned to us or other securities, and shall provide us with the documents needed to intervene in these actions. This same provision applies to impairments of any other kind.
8. Claims for defects
If the purchase is a commercial transaction for both parties, the contracting party shall inspect the goods immediately on receipt, insofar as feasible in the ordinary course of business, and shall notify us of any defects discovered immediately. If the contracting party does not notify us in this way, the goods are considered accepted unless the defect is of a kind that was not discoverable by this inspection. Section 377 ff. of the German Commercial Code (HGB) applies in all other respects.
Legitimate claims for defects are limited to demand for cure only. At our discretion, we will either remedy the contested goods or supply a substitute free of defects. If we fail to provide a cure, the contracting party has, at the latter’s discretion, the right to reduce compensation or demand the unwinding of the contract.
Claims for defects lapse in one year from the delivery of the purchased item.
Claims for compensation from the contracting party are excluded. This does not apply in the case of wilful intent, gross negligence, the breaching of fundamental contractual obligations on our part or if guarantees have been offered.
10. The invalidity of individual contractual provisions does not affect the validity of the remaining contractual provisions.
11. If a choice-of-court agreement has been made according to section 38 of the German Code of Civil Procedure (ZPO), the place of venue for all claims of the parties, including actions on bills of exchange and cheques, is agreed as Ibbenbüren or Münster.
12. The contractual relationships are governed solely by the Law of the Federal Republic of Germany.