General Terms & Conditions
All our offers, sales and other agreements are at the basis of these General Terms & Conditions. They are considered as accepted by placing an order or by accepting delivery. Differing conditions of the customer, which are not expressly recognised in writing, are not binding on us.
Conclusion of contract
Conclusion of contract shall be made validly only at our written confirmation of the order or execution of the delivery. Other or subsidiary agreements such as additions or amendments of the agreements concluded become effective only after our written confirmation. In case of custom-made products the customer guarantees the exactness and accuracy of documents supplied by him such as drawings, gauges, patterns and the like. We supply patterns – basically – only against payment.
Unless expressly fixed prices have been agreed, our price lists plus the statutory value-added tax (VAT) – on the day of delivery – are valid. Prices are ex works/warehouse excluding packaging.
Scope of supply
Our order confirmation is binding for the scope of supply. We reserve the right of minor or packaging-related deviations from the quantity ordered. The same thing is valid for slight deviations from size and weight ascribable to technical reasons! The quantity ordered may fall below or exceed up to 10%. We reserve expressly the right of carrying out partial deliveries. Information, drawings, illustrations, technical data and specifications contained in our brochures, catalogues, price lists or proposal documents are not binding, unless they have been expressly described as binding in the order confirmation. Illustrations, drawings, sketches and other documents remain our property even after the delivery to customer or third parties and are subject to our copyright. They may not be duplicated or made accessible to others without our consent and shall be immediately returned to us upon request.
If in our order confirmation a delivery date has not been designated as binding, the delivery time is only as approximately agreed. Our obligation for adherence to the stipulated delivery deadline assumes the fulfilment of all contractual obligations of the customer. The delivery deadline shall be deemed complied, if – up to its end – the delivery item has left our factory or warehouse or by taking-over of transport by the customer, we have communicated the readiness to dispatch the goods.
The delivery period is extended – also within a delivery delay – if and so long as we are prevented from fulfilling our delivery obligation by unavoidable events, in particular by force majeure, officials orders, industrial actions including wildcat strikes, operating troubles or similar circumstances.
If such restriction exceeds a period of four weeks and its end is not expected, we are thus released from our delivery obligation. If the delivery time is extended in the above said cases or we are released from the delivery obligation, any claim for damages and any right of withdrawal that might have been derived there from for the customer shall lapse. If such circumstances arise for the customer, so the same legal consequences apply to his purchase obligation. A contracting party can refer to the above named circumstances only, if the other Contracting Party has been immediately informed.
Furthermore, the customer may only derive claims for damages against us in case of delivery delay, when the delivery deadline is exceeded and is based upon intent or gross negligence of our management or any of our employees.
Shipping and transfer of risk
Shipment is carried out uninsured in the absence of other agreements and at customer’s risk. This also is applied, if the delivery is performed with our own company’s vehicles. In case of delivery with our company’s vehicles we are only liable, if an intentional or grossly negligent behaviour is ascribable to our drivers. The risk is transferred at the latest to the person authorized to receive the consignment when leaving the factory/warehouse.
The method of transport is provided at our sole discretion. If the customer requires a particular method of transport, we charge him with the there from resulting additional costs.
Guarantee and compensation
In case of defects including the lack of assured properties, we are only liable as follows:
Any identifiable defect must be immediately communicated and asserted at the latest within 8 (eight) days after the delivery of the goods, while the hidden defects have to be asserted by registered letter within three days after their recognisability. Transport damages must always be complained to the carrier. In case of justified complaints shall occur – at our choice – a replacement or repair.
At the expiry of a reasonable period of grace without replacement or rectification of defects, the customer has a right of withdrawal. Warranty claims are excluded, if the customer has further reprocessed or sold the goods, after he had discovered or should have discovered the defects, unless he can prove that the process or sale were necessary to prevent a greater damage. If the customer proves that he had reprocessed or sold the goods without any breach of the obligation to make complaint, he may require a reduction of the purchase price for this part of the goods.
Other claims for damages due to fulfilment impossibility of performance, positive breach of obligation, negligence in contracting and tort are excluded, unless they are based on intent or gross negligence.
Any liability is excluded for wage labour.
Terms of payment
Unless otherwise agreed, payments in EUR must be made within 14 days with a 2% discount or within 30 days net. We reserve the right to grant to the customer – on the invoice – more favourable payment terms and discounts. A discount deduction is – in any case – not permitted, as far as purchase price claims owing to older falling due invoices remain unsettled.
Drafts are only accepted by agreement and under the condition that they are discountable. The bank discount and collection charges are to be paid immediately in cash upon maturity of the claim. If the payment deadline is exceeded, interests at the rate of 5% above the current base interest rate of the European Central Bank shall be calculated.
When the financial circumstances of the customer should considerably deteriorate after the conclusion of contract, through which our claim is endangered, we can require to the customer – depending on the time at which it is asserted – to make an immediate payment, payment on delivery or provision of a suitable security within a reasonable period of time. If the customer is not complying with our request or this is not occurring in due time, we can withdraw from the purchase contract. This does not relieve the customer from his obligations as concerns the part of the contract already fulfilled by us.
In case of judicial enforcement of a claim owing to a payment default by the debtor, an immediate payment is regarded as a target for all the outstanding invoices as agreed. The withholding of payments or offsetting disputed by us against counterclaims by the customer are not permitted.
Retention of title
For all goods delivered by us, we reserve the property until the customer has paid all claims including the future claims arising from the business relationship, especially a possible current account balance.
The customer is entitled to resell the reserved goods in the ordinary course of business operations. Then the following applies: If the selling price is not paid immediately, the customer has – towards the purchaser – the right to retain title to the goods sold at the same conditions, under which we reserve the property upon delivery of the goods.
The customer assigns to us – already since now – the purchase price claims due to him arising from the resale to the purchaser. If the customer takes his claim resulting from a resale into a current account with his clients, his claim from this account agreement is herewith assigned in full. After balancing, it shall be replaced by the recognised balance, which shall be deemed to be assigned up to the amount of the original current account claim. If the retained goods are sold associated with other items not belonging to us, so the claims arising from the sale in the amount of the value of the goods under reservation are assigned to us.
The customer shall be entitled to collect the assigned items until further notice – but he is not entitled to dispose of the claims in other ways, e.g. by assignment. We have the right to revoke the authorization to collect the debt and to collect the receivables itself, if the customer does not properly fulfil his payment obligations. The customer – at our request – shall inform us about names and addresses of purchasers and the amount of the assigned claims, which are necessary for the enforcement of the transferred receivables.
In case of delay in payment by the customer, we are entitled to demand the surrender of the goods in our ownership even without exercising withdrawal and without a grace period at the purchaser’s expenses. In the event of debt execution measures by third parties against the reserved goods, we are to be immediately informed. We undertake ourselves to release the securities due with which we are entitled according to above mentioned regulation, insofar – at our choice – on request of the customer, if their value exceeds the secured claims by more than 20%
Place of execution and court of jurisdiction
Place of execution is the legal domicile of our company. Court of jurisdiction in case of disputes with a merchant, a legal entity under public law or separate assets is the court of jurisdiction responsible for our head office. We reserve the right to take also legal action at the customer’s headquarters. The law of the Federal Republic of Germany under exclusion of the uniform law on the international sale of movable items and of the uniform law on the conclusion of international purchase contracts on movable items shall apply.