Terms of delivery and payment
otherwise agreed upon in other individual written agreements, all sales
transactions shall only take place under the following conditions:
1. Conclusion of transactions:
a) Our quotations are subject to change, conclusion of transactions and agreements as well as transactions negotiated by our representatives shall not become binding until we have confirmed the order in writing. Oral agreements shall not be valid unless they have been confirmed by us in writing.
b) Our sales conditions shall be considered as agreed. The purchasing conditions of the purchaser shall not be considered valid, even if we have not expressly objected to them.
c) An administration surcharge of € 15 will be imposed on orders for goods below the net value of € 150.
2. Delivery period and force majeure:
a) Information regarding delivery dates are only to be considered as approximate and not binding. Operational breakdowns of any kind and delivery problems – also with our subcontractors – release us from the obligation to comply with the delivery date and entitle us to extend the periods of delivery and/or supply partial shipments.
b) Circumstances due to force majeure on our part or on the part of our subcontractors as well as new authoritative measures which have a disadvantageous effect on production costs and dispatch entitle us to withdraw, completely or partially, from the unfulfilled part of the contract without us being liable for damages resulting thereof.
3. Prices and packaging:
a) In so far as no other agreement has been made, our prices shall be valid ex works. State or any other duties which could not be taken into account when fixing prices, which however directly or indirectly increase the price of the goods, shall be at the expense of the purchaser, unless otherwise determined by law. We shall be entitled to make price alterations if price increases as a result of additional prices in raw materials, wages, energy and other surcharges occur between conclusion of transaction and delivery.
b) Packaging is charged in special cases and cannot be returned. The costs of recycling must be borne by the recipient.
a) Dispatch shall be considered to have taken place when the material has been handed over to the forwarding agent or carrier – however, at the latest, upon leaving the factory – for the account and at the risk of the purchaser; this also applies to fob or freight paid deliveries. Freight costs paid by us shall only be considered as freight prepaid for the ordering party. Additional freight costs for dispatch by express or as fast freight shall be at the expense of the ordering party, even if we have taken over the transport costs in individual cases.
b) If the ordering party has not specified any written freight instructions, we shall reserve the right to choose route and mode of dispatch – to the exclusion of any further claims of liability, particularly for cheaper freight means.
c) Goods reported to be ready for dispatch must be accepted immediately and are charged as delivered ex works. If the goods are to be sent abroad or immediately transferred to a third party, examination and acceptance of the goods must take place in our factory, otherwise the goods shall be considered as delivered according to the contract to the exclusion of any notification of defects.
5. Patterns, shapes and tools manufactured by us shall be our property at all events, even if they are paid for by the owner. We are under no obligation whatsoever to hand them over to the recipient.
6. Terms of payment:
a) Our invoices are payable – irrespective of receipt of the goods and notwithstanding the right of notification of defects – net payment within 30 days.
b) Payment by means of accepted bill of exchange or trade bill shall require a special prior written agreement. In the case of payment by means of accepted bill of exchange – the term being no longer than 3 months issued within one week following the date of the invoice – discount charges will be calculated at the bank rate.
c) Credits for trade bills or cheques shall be valid subject to receipt and notwithstanding earlier maturity of the purchase price in the case of default of the ordering party. They shall take place at the value date of the day on which we can dispose of the proceeds of sale. The discounting charges shall be calculated at the respective bank rate.
If the credit term is exceeded – subject to other rights
– default charges to the amount of the interest rates and
charges calculated by the banks for current credits can be charged.
Non-compliance with the credit term shall result in all claims becoming
due immediately, irrespective of the maturity of any incoming trade
bills; furthermore, in such cases we are entitled to demand
pre-payments before any further deliveries take place, to withdraw from
the contract and to take back any goods supplied under reservation of
ownership at the expense of the ordering party. The same shall apply
if, after conclusion of the contract, circumstances should become known
to us which diminish the creditworthiness of the customer.
e) Setting off or retention of payments due to any counterclaims or notification of defects shall be excluded.
7. Reservation of ownership:
a) Until complete redemption of all liabilities from the business relations and in particular until the payment of all trade bills traded in – also including finance bills – and cheques, the goods delivered by us shall remain our property and can be taken back again at the expense of the purchaser in the case of default in payment. Until this date the purchaser is not entitled to pledge the goods to a third party or transfer ownership of these goods by way of security; the purchaser may only resell or process these goods within the scope of his current business transactions. The purchaser is under obligation to inform us immediately as to whether third parties have access to the goods delivered subject to the reservation of ownership.
b) In the case of processing of the goods delivered by us, the purchaser does not acquire ownership according to Section 950 BGB (German Civil Code) since any processing takes place by the purchaser on our behalf. The newly manufactured goods serve without prejudice to the right of third party suppliers to our security up to an amount of our total claim from the business relation. It will be held for us in safe custody by the purchaser and shall be valid as goods in the sense of these terms and conditions.
c) If the purchaser sells the goods delivered by us – irrespective of the condition of these goods – he hereby assigns to us, already from now until complete repayment of all our claims from deliveries of goods, the claims against his recipients resulting from sales including all ancillary rights. If we so demand, the purchaser is under obligation to notify the subcontractors of the assignments, give us the necessary information and surrender any documents for the assertion of our rights against the subcontractors.
d) Should the value of the securities given to us exceed our delivery claim by a total of more than 20%, we shall be obliged to retransfer this claim accordingly upon demand of the purchaser.
Collection and tolerance of defects:
a) In the case of conclusion of transactions with continuous delivery the goods are to be collected in even monthly quantities as far as possible for the duration of the contract. If the goods are not collected on time, after a lapse of a reasonable extension we shall be entitled to allocate these goods at our own discretion or withdraw from the unfinished part of the contract or make a claim for damages for non-performance.
b) For deliveries in large numbers, excess or short deliveries up to 10% of the ordered amount are permissible.
9. Notification of defects and liability:
a) Notification of defects should take place in writing after receipt of the goods and before their processing or use, in so far as this extends beyond inspection and testing. Defects, which cannot be determined even after carefully checking the goods within this time period, must be reported in writing, if possible, immediately after detection, whilst immediately stopping processing or further use, at the latest however 2 months after receipt of the goods. Transfer of the goods to a third party shall be considered as unconditional acceptance.
b) We shall not be liable for defects whose cause can be attributed to a defective basic material which cannot be recognized by us as defective during processing.
c) If a notification of defects according to the preconditions of a) and b) is received on time and is objectively justified, we shall be obliged to take back the defective goods at our discretion and replace the goods free of charge or reimburse the reduced value. Claims for compensation of any kind against us and our vicarious agents shall be excluded, as far as legally permissible. In particular, this shall apply to direct consequential damage over and above the damage to the delivered goods itself.
d) Rejected goods may only be returned to us after obtaining our prior written agreement, otherwise we can refuse to accept these goods at the expense of the recipient. Goods which have been partially or completely processed will not be taken back on any account.
Place of performance and jurisdiction: