I. General information
These General Terms and Conditions of Sale and Delivery (terms and conditions) apply exclusively to all our – also future - contracts, deliveries and further services, unless they haven’t been changed or excluded with our espressly written acceptance. By accepting supplied goods these terms and conditions are acknowledged in every case. Terms and conditions of the purchaser will not be accepted, even if we haven’t expressively objected to them.
II. Offers, Orders
Our quotations are without obligation. All contracts or further agreements – also verbal agreements – are only binding with our written confirmation. Under this contract, the electronic form is equivalent to the written form.
1. Our prices are net ex works or ex warehouse plus additional costs of packing, freight, insurance and VAT, unless agreed otherwise.
2. The purchaser will bear the costs of handover, approval and shipping of the goods to a different location of fulfilment.
3. Taking back of delivered goods that are not imperfect will only take place with our expressely approval.
1. Payments are to be paid net (without discount) immediately after receipt of invoice, unless no other terms of payment were fixed in the order confirmation. The payment is only been settled after we can dispose of the amount.
2. The acceptance of cheques and duly taxed bills of exchange will require a separate agreement and will be for the purposes of payment only. Payment will only be effective to have been made upon encashment.
3. An agreed cash discount or other reduction in price will only relate to the net invoice value, excluding packaging, freight and insurance. At the same time a full settlement of all accounts payable is required by the purchaser on the date of application of the discount.
4. We are entitled to check the credit rating of our customers by all commonly used means. If this results in doubts over the credit rating or if a substantial change in pecuniary circumstances of the customer takes place, we will be entitled to the rights arising from §321 of the German Civil Code (BGB). In this case, we shall also be entitled to hand out material of open contracts against payment in advance or payment against goods only and at the same time call all outstanding accounts from the current business relationship with the customer which are not yet due for the time being.
5. Should payments be delayed, we are entitled to charge default interest amounting to 5 percentage points per annum above the applicable base rate. The enforcement of a damage caused by delay will be reserved.
6. The purchaser may only exercise any right of retention or offsetting if its counterclaim is undisputed and determined to be legally binding.
V. Delivery periods
1. Delivery periods take effect only from the date of the order confirmation, but only after an agreement on all further delivery-conditions, e.g. drawings, licences, presentation of letters of credit and guarantees and deposits being paid.
2. The delivery period and the date of delivery will be deemed to have been observed upon notification of readiness for dispatch and if the object to be supplied is not dispatched punctually for reasons for which we are not responsible.
3. If we are in default, the purchaser has to set an appropriate final deadline. The purchaser is allowed to cancel the contract after expiration of the deadline, if the readiness of the goods has not been declared on time.
4. Force majeure will entitle us to postpone delivery by the duration of the hold-up plus a reasonable start-up period. This will also apply if such events occur during an existing delay. Equivalent to force majeure are all circumstances, that make deliveries very difficult or impossible, e.g. sovereign measures, strikes, lock-outs and other disruption to operations which we are not responsible for. We must notify the purchaser immediately of the occurrence of such a hindrance.
5. Should the accomplishment of the contract become unreasonable for either of the parties due to the above described events, one party may cancel the contract.
6. The purchaser has to recompense a loss due to default in acceptance, he must especially bear the costs for standing time of the workforce and losses.
7. The right to claim damages, irrespective of the legal basis, either failed delivery period or delivery time is excluded. The purchaser is not allowed to reject any organized partialshipment. Every partial shipment stands for an independent business.
1. Goods are delivered without packing and not secured against rust, as long as no other agreement has been made. If the purchaser requires packing of the material, then the goods will be packed according to our judgement and with adequate care at purchaser's expense, this also applies for the despatch. If the purchaser has issued special instructions regarding the type of packaging and despatch, the vendor will not check the functionality.
2. The goods to be delivered will only be insured against transport damage on request by and at the expense of the purchaser.
3. Should the vendor send the goods to a place other than the place of fulfilment on request of the purchaser, the risk will be transferred to the purchaser as soon as the vendor has handed over the goods to the haulier, the shipping agent or any other party involved with despatch.
4. Goods that are ready for despatch, must be called forward immediately. If this is not done or if a despatch is impossible for the purchaser, we are entitled to store the goods to our judgement and at the expense and risk of the purchaser and will invoice as ex stock delivery immediately. The risk will be transferred to the purchaser upon notification of readiness to deliver. If the purchaser fails to pick up the goods withing 4 days after notification of readiness, we are entitled to organize the transport ourselves. Deliveries are usually ex works.
VII. Reservation of title
1. We reserve title to all goods delivered until all our accounts receivable due from the purchaser have been paid, including but not limited to the respective balances, due to us under our business relation (current account reservation). This also applies to future or conditional accounts receivable and if payments are made for specifically marked accounts receivable. The reserved balance will expire definitively upon settlement of all accounts receivable which are still due on the date of payment and included in said reserved balance.
2. Machining or processing of the reserved goods will take place for us as manufacturers within the meaning of §950 BGB, without entailing any obligation for us. The machined and processed goods will be deemed reserved goods up to the value of the invoice. In the event of processing, combining or mixing of the reserved goods with other goods which do not belong to us by the purchaser, we are entitled to co-ownership to the new item in the ratio of the invoice value of the reserved goods on the date of delivery to the value of the other goods used on the date of processing. If the reserved goods are combined or mixed with other items and if another item is to be considered the principal item within the meaning of §947 BGB, it is hereby agreed that co-ownership in the ratio of the invoice value of the reserved goods to the value of the other items used will be assigned to us and that the purchaser will take joint custody of the item on our behalf free of charge. Our proportion of co-ownership will be classified as reserved goods within the meaning of paragraph 1. In case of any doubt, the invoice value will be considered as the value of the other goods.
3. The purchaser is allowed to sell the reserved goods in normal commercial transactions, on condition that the receivables from the onward sale are assigned to us up to the agreed invoice-amount. The purchaser will not be entitled to any other disposal of the reserved goods.
4. The purchaser must inform us immediately in written form of any distraint or any other adverse action by third parties, as long as the transfer of ownership hasn’t taken place yet. The purchaser must bear all costs incurred in suspension of the action or return of the reserved goods, unless they are reimbursed by third parties.
5. The amount receivable from the resale of the reserved goods are hereby assigned to us, together with all securities acquired by the purchaser for the amount receivable. They will be used as security to the same extent as the reserved goods themselves, an assignment to third parties is illegitimate. If the purchaser sells the reserved goods together with other goods which do not belong to us, the amount receivable arising from the onward sale will be assigned to us in the ratio of the invoice value of the reserved goods to the other goods sold. Of the sale of goods for which we have co-ownership we will receive an equivalent proportion according to our co-ownership. If the reserved goods are used by the purchaser to fulfil special-order contract, the amount receivable from said contract will be assigned to us in the same proportion in advance.
6. The purchaser is entitled to collect amount receivables from the resale. The customer must keep the collected amounts separately and pay them to us without any delay. This collection authorisation will be terminated as soon as we with draw it, but at the latest in the event of late payment, failure to honour a bill of exchange or filing of insolvency proceedings. We shall only make use of our right of revocation if it becomes clear after completion of the contract that our entitlement to remuneration on the basis of this or other contracts with the purchaser is at risk due to the purchaser's inability to pay. On our request, the purchaser will be obliged to advise his customers immediately of assignment to us and provide us with the necessary documents and information for recovery.
7. With the revocation of the collection authorisation, the purchaser's right of resale and of machining and processing of the reserved goods and their combination and mixing with other goods will end simultaneously. If the reserved goods are still on the purchaser's premises, the purchaser must grant us access to the goods.
8. Should the realisable value of the existing securities for our benefit exceed the nominal value of our amounts receivable, including secondary receivables, by a total of more than 50%, we must release securities upon demand by the purchaser, at our choice.
9. The purchaser must store the reserved goods on our behalf. On request, it must be possible for us to take stock of the inventory and label the reserved goods adequately on the storage site.
1. The goods are according to contract, if they are at the time of risk-transfer of the confirmed condition or specification or only slightly deviate.
2. Conformity with the contract and absence of defects of our goods shall only be defined by the express agreemen ts on quality and quantity of the ordered goods. We shall only be liable for a specific purpose or a specific qualification if this has been expressly agreed in writing; in all other respects, all risk of qualification and use shall exclusively be borne by the puchaser/orderer. We shall not be liable for a deterioration or loss or improper handling of the goods after the passage of the risk. The contents of the agreed specification and any expressly agreed purpose shall not give rise to any warranty; no warranty shall be valid unless agreed in writing.
3. The purchaser shall be obliged to inspect the goods immediately and after discovery of defects, he must inform the vendor. If the purchaser fails to do so, we shall be released for any and all liability and the goods are considered to be approved, unless the defect is not openly visible.
4. Should such a defect later become apparent, notification must take place immediately after discovery, otherwise the delivered goods will be considered as being accepted, even taking visible defect into consideration. An on-time notification will be sufficient to obtain the rights of the purchaser. The vendor must be notified in writing of any defect of the delivered goods before expiry of the guarantee period in all cases.
5. In the event of a justified, on-time complaint, we shall rectify the defect by repair or replacement, at our choice. If the defect is insignificant, the purchaser shall only be entitled to demand a reduction in price. However, we shall be entitled to refuse the form of rectification selected if it is only possible at unreasonable expenses and the other form of rectification results in no substantial disadvantages for the customer.
6. Should the rectification, to which the purchaser is entitled to, fail or be unreasonable for the latter, the purchaser may reduce the purchase price or cancel the contract, at the purchaser's choice.
7. Liability for such breaches of obligations which consist of a defect in the delivery item and not gross negligence are limited to foreseeable losses typical of the contract.
8. Before making a claim against us, the purchaser will first of all be obliged to pursue all relevant claims against our suppliers out of court. For this purpose, we undertake to the customer to assign any warranty claims and claims for damages to which we are entitled from our supplier. Should out-of-court claims against our supplier fail, the purchaser will be entitled to assert a claim against us, subject to the above paragraphs.
9. Agreements between the purchaser and the purchaser's customers which exceed statutory warranty claims may not be charged against us.
IX. Place of fulfilment, court of jurisdiction, applicable law
1. The place of fulfilment for deliveries is the delivery factory for deliveries ex works and the warehouse for deliveries ex warehouse. The place of fulfilment for services to be performed under this contract other than deliveries, particularly payment, is the registered office of the vendor.
2. The court of jurisdiction for any disputes emerging from the contractual relationship will be the registered office of the vendor.
3. The contract is governed exclusively by German law.
1. Should a purchaser be resident outside of Germany (foreign customer), or the purchaser's representative, collect the ordered goods or ship or send it abroad, the purchaser must provide us with the export certificate required for tax purposes. Should this certificate not be supplied, the purchaser must pay VAT on the invoice amount for deliveries within Germany.
2. If deliveries are made from Germany to other EU Member States, the purchaser must inform us of the VAT registration number under which its profit and income are taxed within the EU. Should this information not be provided, the purchaser must pay the legally-owed VAT in addition to the purchase price.
3. When deliveries from Germany to other EU Member States are invoiced, the VAT rule of the respective recipient Member State will apply if either the purchaser is or we are registered for VAT in said EU Member State.
4. Should any provision of these General Terms and Conditions of Supply and Delivery be or become invalid, the validity of the other provisions will remain unaffected.