Terms and Conditions
I. Application / Offers
These General Conditions of Sale apply to all future contracts and other services. The terms and conditions of the Buyer do not oblige us even if we do not expressly contradict them once we have received them.
Our offers are subject to change. Agreements, in particular verbal ancillary agreements and assurances of our sales representatives, will become binding only under our written confirmation.
The documents, such as drawings, illustrations, technical data, references to standards, as well as information referred to in advertising material, which are part of the offer, are not property guarantees insofar as they are not expressly done in writing, as such.
Deviations of the delivery item from offers. Samples, test samples and pre-deliveries shall be permissible subject to the respective DIN-EN standards or other relevant technical standards.
Unless otherwise agreed, our prices are exclusive of packaging costs and VAT.
If the goods are delivered in packaged form, we will charge the packaging at cost price: Within the scope of the statutory regulations, we will take back packagings delivered by us if they are returned to us by the Buyer within a reasonable period of time and without freight charges.
III. Payment and billing
Our invoices are payable within 14 days with 2% cash discount, within 30 days net, starting from the date of the invoice. Invoices for amounts less than 50 EURO as well as for assembly, repairs, moulds and tool costs will be due immediately, without deductions. Payment must be made within these deadlines in such a way that the amount required for the invoice settlement is available to us no later than the due date.
Any counter claim which we dispute or which has not been legally established do not entitle the Buyer to withhold or set-off any claim.
If the payment goal is exceeded, at the latest after a reminder, we are entitled to charge interest at the level of the respective bank rates for overdraft credits, but at least interest of 3% above the discount rate of the Deutsche Bundesbank. We reserve the right to assert further default.
If circumstances become known to us later which result in a substantial deterioration in the Buyer's assets and which jeopardize our payment claim, we are entitled to make it payable irrespective of the maturity of the bill. If the Buyer is in default of payment, we are entitled to withdraw the goods after setting a reasonable period of grace. We can also prohibit the resale and further processing of the delivered goods. The withdrawal is not a withdrawal from the contract. In any case, we may revoke the collection authorisation pursuant to para. V/5 and demand advance payments or collateral for outstanding deliveries. All of these legal consequences can be averted by the Buyer through payment or through collateral in the amount of our endangered outstanding payment claim.
IV. Delivery terms
Delivery periods and dates shall be observed if the delivery item has left our business premises, until its expiry.
Delivery periods shall be extended to an appropriate extent in the event of work actions, in particular strikes and lockouts, as well as in the event of unforeseeable obstacles which are beyond our will, insofar as such obstacles are demonstrable to the production or delivery department of the delivery item. This also applies if the circumstances occur at our suppliers. We shall immediately inform the Buyer of such circumstances. These regulations apply accordingly for delivery dates. If the execution of the contract is unacceptable to one of the parties, then the party may withdraw from the contract.
If we are in default, the Buyer can, after expiry of a reasonable period of grace set by us, withdraw from the contract in so far as the goods have not been dispatched by the deadline. Claims for damages arising from default and non-fulfillment shall be determined in accordance with para. VIII of these Conditions.
V. Retention of title
All delivered goods shall remain our property (reserved goods) until all claims arising from the business relationship have been fulfilled, irrespective of the legal basis, including the claims arising or conditional in the future, e.g. from so-called acceptor exchanges.
The handling and processing of the reserved goods is carried out by us as a manufacturer within the meaning of § 950 German Civil Code, without obliging us. The processed product is regarded as a reserved commodity within the meaning of clause no. VIl. In the case of the processing, connection and mixing of the reserved goods with other goods by the Buyer, the co-ownership of the new item is proportional to the invoice value of the retained goods compared to the invoice value of other goods used. If our property expires by combination or mixing, the Buyer already transfers to us the property rights of the new property or the property to the extent of the invoice value of the conditional commodity, and keeps it free of charge for us. The co-ownership rights resulting therefrom shall be regarded as reserved goods within the meaning of clause no. V/5.
The Buyer may sell the reserved goods only in normal business transactions to his normal business conditions and as long as he is not in arrears, provided that the receivables from the resale in accordance with para. V / 4 to V / 6 pass on to us. He is not authorised to make other reservations about the reserved goods.
The Buyer's claims arising from the resale of the reserved goods are already assigned to us. They serve the same extent as the reserved goods. If the reserved goods are sold by the Buyer together with other goods not sold by us, the assignment of the receivables from the resale shall only apply in the amount of the resale value of the reserved goods sold in each case. In the case of the sale of goods in which we hold co-ownership shares as described in para. V/2, the assignment of the claim shall be deemed to be the amount of these co-ownership shares.
The Buyer is entitled to collect claims from the resale up to our permitted withdrawal at any time. We shall only be entitled to withdraw from the right of withdrawal only in the cases described in para. III/4. At our request, the Buyer is obligated to immediately notify his customers of the assignment to us - if we do not do this ourselves - and provide us with the information and documents required for collection.
The Buyer must immediately notify us of a seizure or other impairment by a third party.
If the value of existing collateral exceeds the secured claims by a total of more than 10 per cent, at the request of the Buyer, we are obliged to release excess securities of our choice.
VI. Execution of deliveries
By transferring the goods to a forwarder or freight carrier the risk is transferred to the Buyer in all transactions, at the latest, however, leaving the warehouse or - in the case of line operations - of the delivery unit, including in the case of franking and free delivery.
We are entitled to partial deliveries to a reasonable extent. In the case of production goods, excess and short deliveries are permitted up to 10% of the quantity quoted.
In the case of call orders, we are entitled to have the entire order quantity closed or produced. Any change requests may no longer be considered after the order has been placed, unless this has been expressly agreed. Call-off dates and quantities can only be adhered to in the scope of our delivery or production facilities, as long as no fixed agreements have been made.
VII. Liability for defects
In the event of justified, prompt complaints, we will take back defective goods and deliver them in their proper condition. Instead, we shall be entitled to rectify the goods in an appropriate manner without prejudice to the interests of the Buyer. In the event of failure of repair or replacement delivery, the Buyer may demand the cancellation of the contract or reduction of the remuneration.
Unless the Buyer gives us the possibility to convince ourselves of the defects, especially if, when requested, he does not make the defective goods or samples thereof available to us, he cannot claim that the goods are defective.
Further claims shall be made in accordance with the provisions of clause VIII. This applies in particular to claims for compensation for damages which are not caused by the goods themselves (consequential damage). Our liability resulting from the absence of assured characteristics is also determined in accordance with clause VIII.
VIII. General limitation of liability
We shall be liable for any breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpability in contravention of the contract and tort, even in the case of our executives and other vicarious agents, in cases of intent and gross negligence.
This exclusion shall not apply in case of culpable breach of essential contractual obligations in so far as the achievement of the purpose of the contract is jeopardized, in the absence of assured characteristics and in cases of mandatory liability under the Product Liability Act.
We reserve the right to property and copyright in cost estimates, drafts, drawings and other documents; They may only be made accessible to third parties in agreement with us. Technical drawings and other documents accompanying the offer shall be returned upon request.
If we have supplied items according to the technical drawings, models, samples or other documents handed over by the Buyer, this guarantees that third-party property rights are not infringed. If third parties, in particular, prohibit the production and supply of such items by invoking protective rights, we are entitled - without being obliged to examine the legal situation - to terminate any further activity and to demand compensation for damages on the part of the Buyer. The Buyer also undertakes to release us from all claims of third parties connected with this without delay.
X. Experimental parts, moulds, tools
If the Buyer has to provide parts for the execution of the order, these will be delivered free to the production site in time, free of costs and without defects of the agreed amount or of an additional amount for possible rejects If this does not happen, the costs and other consequences resulting from this are at the Buyer's expense.
The manufacture of test parts including the costs for moulds and tools shall be borne by the Buyer.
Ownership of moulds. Tools and other devices required for the production of ordered parts shall be governed by the agreements made. If such devices are rendered unusable before the agreed quantity has been discharged, the costs necessary for the replacement shall be our responsibility. We undertake to provide such devices at least two years after the last use.
For tools, moulds and other production devices provided by the Buyer, our liability is limited to the care to the diligence we usually employ to our own affairs. The buyer bears the costs for maintenance and care.
Our retention obligation expires - irrespective of the Buyer's proprietary rights - no later than two years after the last production based on that mould or tool.
XI. Place of performance, jurisdiction and applicable law
The place of performance for our deliveries is our company. Jurisdiction is the seat of our main branch, to the extent permitted by section 38 of the Code of Civil Procedure. We may also sue the Buyer at his court of jurisdiction.
All legal relations between us and the Buyer shall be governed by the law of the Federal Republic of Germany, including the United Nations Convention on Contracts for the International Sale of Goods from 11 April 1980.