§ 1 Scope of application, general
These General Terms and Conditions (GTC) form an integral part of all contracts concluded by CURREX GmbH (hereinafter referred to as "CURREX") with its contractual partners for goods and services offered by CURREX. They shall also apply to all future contracts with the same contractual partner, without the need to agree their validity anew in each individual case.
These General Terms and Conditions shall apply exclusively. Deviating, conflicting or supplementary terms and conditions of the contracting party shall only become part of the contract if and to the extent that CURREX has expressly agreed to their validity in writing. This requirement of consent shall also apply if CURREX performs deliveries or services without reservation in the knowledge of the contracting party's GTC.
The content of individual agreements with the contractual partner shall - subject to proof to the contrary - be governed by a written contract or written confirmation by CURREX.
Legally relevant declarations and notifications to be made by the contractual partner after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in writing (e.g. e-mail, fax) to be valid.
§ 2 Delivery, service
Unless otherwise agreed, CURREX will always deliver goods EXW, i.e. from the respective distribution center. This is also the place of performance. At the request of the Contract Partner, goods shall be shipped to another destination at the expense and risk of the Contract Partner (sale to destination). The risk of accidental loss and accidental deterioration of goods shall pass to the Contract Partner, even in the case of partial performance, at the latest upon delivery to the Contract Partner, and in the case of default of acceptance, upon notification of readiness for delivery.
Performance periods and dates are always non-binding, unless their binding nature has been expressly agreed. In case of dispatch of goods, the time of handing over the goods to the carrier is decisive.
If CURREX is unable to meet binding performance deadlines/deadlines due to an event for which it is not responsible (non-availability of performance), the performance deadlines/deadlines shall be extended/postponed by the period of the hindrance plus a reasonable start-up period. If the service is not available within this period either, CURREX shall be entitled to withdraw from the contract in whole or in part; CURREX shall immediately reimburse any consideration already paid by the contracting party. In this context, the non-availability of goods or services shall be deemed to include the failure of CURREX to receive supplies in a timely manner if CURREX has concluded a congruent hedging transaction. If, due to an event for which CURREX is not responsible, a service can only be provided under disproportionate difficulties, CURREX shall also be entitled to withdraw from the contract. This shall not affect any rights of rescission or termination of the contract on the part of the contractual partner under these General Terms and Conditions and under the law.
If the nature of the service allows, CURREX is entitled to make partial deliveries, provided that such partial deliveries can be used by the contractual partner within the scope of the contractual purpose without additional expense and that the remaining partial delivery is guaranteed.
§ 3 Prices, terms of payment
Unless otherwise agreed in individual cases, the prices of CURREX applicable at the time of conclusion of the contract or, if more than 4 months have passed since conclusion of the contract, the prices of CURREX applicable at the time of performance shall apply; this shall apply in particular where such prices are derived from existing price lists.
Unless otherwise agreed, prices are always quoted ex warehouse excluding packaging, freight insurance and transport and plus the applicable value added tax.
CURREX will send invoices exclusively by electronic means. Invoice amounts are to be paid within 21 days of performance and invoicing without deduction. The time of performance shall be determined by the date of receipt of payment by CURREX.
The contractual partner shall have no rights of set-off or retention unless its claim is legally established or undisputed.
§ Article 4 Warranty
The warranty period is one year from the date of performance. This period of limitation shall also apply to contractual and non-contractual claims for damages by the contractual partner which are based on defective performance. The limitation periods of the Product Liability Act shall remain unaffected in any case.
Goods delivered by CURREX shall be carefully inspected immediately upon delivery to the contractual partner or to a third party designated by the contractual partner. Such goods shall be deemed to be approved unless CURREX receives a written complaint in respect of obvious defects or other defects that could have been identified during an immediate, careful inspection within five working days of delivery, otherwise within five working days of the discovery of the defect or the point in time at which the defect was identifiable to the contractual partner during normal use of the goods without further inspection.
In the event that a notice of defect by the contracting partner turns out to be unjustified and the contracting partner was aware of the non-existence of the defect or could have been aware of it, CURREX shall be entitled to demand reimbursement of the costs of inspection and removal incurred by the contracting partner.
In the event of a defect, CURREX shall initially be entitled and obliged, at its own discretion, to repair or replace the defective goods. In the event of failure, the contractual partner shall have the right to withdraw from the contract or to reduce the purchase price.
The warranty shall not apply in the event of improper use or handling of goods delivered by CURREX.
§ 5 Liability
CURREX is liable for damages - irrespective of the legal basis - in the event of intent or gross negligence. In cases of simple negligence CURREX shall only be liable
a) for damages resulting from injury to life, body or health
b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contracting party regularly relies and may rely).
Insofar as CURREX is liable for damages on the merits, such liability shall be limited to damages which CURREX foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which CURREX, taking into account the circumstances of which it was aware or which it should have been aware, could have foreseen if it had exercised due diligence. Furthermore, indirect and consequential damages resulting from defects in the performance of the contract are only eligible for compensation if such damages are typically to be expected when the performance is used for its intended purpose.
The above limitations of liability shall not apply if CURREX has fraudulently concealed a defect or has assumed a guarantee for the quality of the service. The same applies to claims of the contractual partner under the Product Liability Act.
§ 6 Retention of title for delivery of goods
CURREX retains title to all goods delivered until payment of all claims, including future claims, arising from the business relationship with the contractual partner. Should the contractual partner be in breach of contract - in particular if he defaults on payment of a fee - CURREX shall be entitled to take back the reserved goods after having set a reasonable deadline for performance. The transport and other costs incurred for the repossession shall be borne by the Co-contractor. If CURREX takes back the reserved goods, this shall constitute a withdrawal from the contract. The seizure of the reserved goods by CURREX shall also constitute a rescission of the contract.
In the event of seizure of the Reserved Property by third parties or other interventions by third parties, the Co-contractor must draw attention to CURREX's ownership of the Reserved Property and notify CURREX immediately in writing so that CURREX can enforce its ownership rights. If the third party is unable to reimburse CURREX for any court or out-of-court costs incurred in this connection, the Co-contractor shall be liable for such costs.
In the case of delivery abroad, the above provisions shall apply mutatis mutandis to the extent permitted by the law in whose jurisdiction the reserved goods are located. If this law does not permit the retention of title, but permits the reservation of other rights to the goods, this reservation shall be deemed to be agreed in full. The contractual partner shall be obliged to cooperate in all measures taken by CURREX to protect the right of ownership or any other right of CURREX to the goods.
§ 7 Choice of law/court of jurisdiction
These General Terms and Conditions and all legal relations between the contracting partner and CURREX shall be governed by the laws of the Federal Republic of Germany to the exclusion of international law, in particular the UN Convention on Contracts for the International Sale of Goods.
The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of CURREX in Hamburg. However, CURREX is also entitled to bring an action at the general place of jurisdiction of the contractual partner.