Gerneral Terms and Conditions
1. Contractual conclusion and inclusion of these conditions
These General Terms and Conditions are deemed a constituent of all business relations between ourselves and other contractors. They also apply to all future business relations and do not require an additional express agreement in order to be considered valid. Deviations from these conditions shall only be effective in the event that they are recognised by us in writing. Verbal agreements shall not be deemed valid. Divergent conditions of purchase shall be expressly rejected. This shall also apply in the event that the customer issues any conflicting confirmations as regards its conditions of purchase or general terms and conditions.
In principle, our offers, including price quotes, remain binding for six weeks after being issued by us. Our offer prices constitute net prices without discounts, plus the current legal rate of value-added tax. Extra charges shall be levied for transportation and packaging costs, transport insurance and agreed ancillary services. In the event that a period of four months between the contract’s conclusion and the agreed delivery date is exceeded, the seller’s valid price on the day of delivery shall apply.
Images and dimensions depicted in catalogues, prospectuses and advertisements shall be for information purposes only and without obligation.
4. Delivery times
Delivery times and delivery dates shall be approximate, unless we have specified times or dates expressly and bindingly in writing. Delivery periods shall commence upon receipt of our order confirmation.
5. Invoices and settlement dates
Invoices are payable due net within 20 days of the invoice date. Payments received within 10 days of the invoice date will be granted a 2 % discount. Discounts shall only be granted if all prior invoices have been paid in full.
Notwithstanding deviating conditions submitted by the customer, we are initially entitled to offset payments against any prior debts, namely against interest, expenses and the oldest debt, in that order. All claims against the customer shall be due immediately in the event that the payment conditions are not complied with or we become aware of circumstances which, according to our best commercial judgement, reduce the customer’s creditworthiness. In this case, we are also entitled to perform outstanding deliveries only in return for deposits, to withdraw from the contract in the wake of a reasonable period of grace or to demand compensation on the grounds of non-fulfilment, this irrespective of further legal rights. We are entitled to offset our claims against claims by the customer, irrespective of legal basis, even in the event that the claims are due on different dates. Cheques will only be accepted by us on account of payment if this has been expressly agreed. In the event that we accept cheques, debts will not be amortised until these have been cashed. Protest and collection charges shall be paid by the customer. The reservation of ownership for retained goods shall lapse only upon the final payment of the cheque in accordance with the more detailed conditions regarding reservation of ownership, as stipulated by the present Terms and Conditions. In the event that payments are deferred or paid later than agreed, we shall be entitled to charge the legal rate of interest with effect from the due date of our claim. We shall also charge the customer higher default interest rates as applicable. We reserve the right to assert additional claims related to damages caused by delay. Deliveries to companies unknown to us shall only take place in return for the down-payment of the amount in question or cash on delivery as a consignment of valuables. Any deterioration in the financial solvency of the customer or its failure to comply with agreed payment conditions shall entitle us to demand the immediate payment of the entire amount outstanding.
6. Reservation of ownership
We reserve the right of ownership to the goods delivered by us until full payment has been received. This shall also apply in the event that individual or collective claims are accepted on open account and the balance is calculated and recognised. The assertion of the rights to reservation of ownership shall not be deemed a withdrawal from the contract. In the event that our goods are combined or inseparably compounded with other components to form a standardised object by the customer, it is hereby agreed that the customer will transfer the proportionate co-ownership to us. The customer shall store the object for us free of charge. The customer may only sell the retained goods during the course of an ordinary transaction in accordance with its usual terms and conditions provided that it agrees a reservation of ownership with its own customers, whereby its claim against its customers will be assigned to us to the extent of our claim with immediate effect. The assignment shall occur immediately upon the goods’ resale and shall not require additional agreements. The customer shall be entitled to collect claims arising from the resale. In the event that the customer fails to comply with its contractual obligations to us in a correct manner, we shall be entitled to retract the customer’s entitlement to collect. The customer shall not be entitled to assign the claims. The customer shall be obliged to inform its customers of the assignment to us and to obtain the information and documentation required by us in order to assert our claim, this at our request. In the event that the delivery item is resold in addition to other goods which do not belong to us, the customer’s claim to its customer shall be deemed assigned to the extent of the delivery price agreed between ourselves and the customer. The customer shall inform us of possible access to the retained goods or the assigned claims by third parties without delay. The reservation of ownership shall also be valid as regards carriers to whom the goods are transferred at the request of the customer or at our instigation. The reservation of ownership shall be established in such a way that once the related claim has been settled in full, ownership of the delivered commodities shall pass immediately to the buyer, and the latter shall be entitled to the assigned claims. In the event that the value of the securities to which we are entitled exceeds the overall claims against the customer by more than 20 %, we shall release the claims to which we are entitled, provided that they exceed more than 20 % of our claim against the customer, this without the necessity for additional agreements. In this case, the oldest security interests will automatically be released first. The customer’s right to own the retained goods shall lapse in the event that it fails to meet its obligations to us in the correct manner. We shall subsequently be entitled to gain access to the customer’s premises and take possession of the retained goods, this without the notification of a period of grace or submission of a cancellation, and to turn the latter to account as effectively as possible, either via their freehand sale or sale at auction, this at our discretion and irrespective of the customer’s payment and other obligations towards us. The proceeds of the sale shall be credited against the customer’s liabilities in the wake of a deduction of the costs. The customer shall receive a possible excess.In the case of foreign transactions, we shall reserve the right to the ownership of the delivered goods until the final payment of the purchase price in accordance with the current legal regulations in force in the country of destination. The reservation of ownership shall be deemed to have been agreed expressly between ourselves and the customer. Alternative security interests stipulated by the country of destination instead of the reservation of ownership shall be deemed to have been agreed expressly.
The buyer shall submit precise specifications regarding its request prior to the offer submission. The buyer shall submit to us detailed documentation regarding desired features, with particular reference to the object’s dimensions, weight, performance characteristics and all other constituent elements.
The buyer shall be responsible for specifying the nature of the object in such a manner that it suits the intended use. In no event are we obliged to check the buyer’s specifications for feasibility or viability, regardless in which respect. In the event that the contractual object is used for purposes which do not conform with the data regarding its nature and properties, we shall not be held liable, irrespective of whether the object’s usability corresponds with the buyer’s intentions or not.
8. Passing of the risk
The passing of the risk occurs when the object is handed over to the buyer or to a carrier authorised to act on its behalf. The buyer is obliged to check the delivered goods immediately. In the event of any defects, we must be provided with a written notice of the same, specified in accordance with the nature and extent of individual defects, which must reach us within 5 days of the object’s handover to the buyer or to a carrier authorised to act on its behalf. In the event that we do not receive a notice of defects 5 days after the passing of the risk at the latest, the delivered goods shall be deemed to be as stipulated in the contract in their entirety.
9. Subsequent fulfilment
In the unlikely event that we deliver a defective object, we shall be entitled to exercise our right of choice as stipulated by §§ 57, 439 BGB (German Civil Code), provided that a purchase contract exists. In the event that subsequent fulfilment would incur disproportionate expenses, the buyer may demand a reasonable reduction in the purchase price. The rights stated in § 440 BGB (German Civil Code) shall be excluded, unless we have violated a main contractual obligation intentionally or as the result of gross negligence. In all other cases, the buyer shall be entitled to exercise the right to reduce the price as stipulated by § 441 BGB (German Civil Code), this to the extent to which we exercise our own rights in accordance with § 439, para. 3 BGB (German Civil Code). Claims on the part of the buyer which exceed the above presuppose premeditation or gross negligence on our part. In the event that we have undertaken to manufacture a specific item, the legal regulations regarding service contract law shall apply. If a defect is due only to slight negligence on our part, we shall be entitled to invoke disproportionality in terms of § 635, para. 3 BGB (German Civil Code), this regardless of the costs incurred by subsequent fulfilment and without being obliged to so do.
10. Liability for ancillary contractual obligations
Compensation claims resulting from the violation of ancillary contractual obligations or the customer’s interests and objects of legal protection, of which the buyer fails to inform us expressly in writing between the initial contractual negotiations and the signing of the contract, and the notification of which we have not expressly confirmed in writing, shall be excluded.
In the event that the delivery or production of the contractual object is delayed due to circumstances for which we are not responsible, particularly on the grounds of measures relating to industrial action taken by us or by our preliminary suppliers, or due to force majeure, with the result that we or our preliminary suppliers are unable to deliver on time, the delivery / production periods shall be extended for the duration of the disruption. Compensation claims shall be excluded in these cases, unless we are proved to have acted intentionally or with gross negligence.
In the event that the buyer / customer demand the use of specific materials or equipment, we shall not be responsible for the said materials or equipment. All liability for the above, as well as for defects attributable to the use of the aforementioned materials or equipment, shall hereby be excluded.
13. Appointment of a deadline
Unless we are accused of grossly negligent or premeditated conduct, we shall, in all cases, be entitled to the appointment of a reasonable period of grace prior to the assertion of compensation claims on the grounds of a delay.
Off-setting against our claims is only permissible as regards uncontested or legally established claims.
15. Place of performance, legal venue and applicable law
The place of performance for our deliveries is our headquarters.The legal venue for all disputes, regardless of whether these relate to active or passive proceedings, shall be our company headquarters. However, we are also entitled to file a suit at our customer’s headquarters. The legal venue shall also be deemed to have been agreed in the case of legal action concerning cheques and bills of exchange. In principle, the contract shall be exclusively subject to German law, unless another law has been expressly agreed.