Validity and Offers
- These general terms of sale apply to all - including future – contracts and other services. Conditions of the buyer also do not obligate us when expressly contradicted upon their receipt.
- Our offers are not binding. Agreements, in particular oral collateral agreements and assurances made by our sales staff shall be binding only with our written confirmation.
- Documents belonging to offers such as drawings, illustrations, technical data, references to standards, as well as information in advertising materials are not included unless specifically stated in writing.
- Variations of goods from offers, samples, test or preliminary deliveries are permitted in accordance with the applicable DIN standards or other technical standards.
- Our prices are, unless otherwise agreed, are without packaging and do not include the sales tax.
- If the material is delivered packaged, additional charges will be added to the cost price. Special packaging can be returned, within a reasonable time period and usable condition, for industry-standard compensation and prepaid freight.
Payments and Settlement
- Our invoices can be paid within 14 days for a 2% discount or otherwise in the full amount within 30 days. Invoices for amounts under 100,- Euro, as well as assembly, repairs and additional form or tool costs are due immediately without deductions. Payments must be made within the allotted period so that required amount is received no later than the due date.
- Counterclaims which are disputed by us or not legally ascertained, do not entitle the purchaser to withhold payment or compensation.
- If a payment deadline is exceeded and a reminder has been issued, we are entitled to charge interest at the respective bank rates for overdrafts, and at least the interest of 3% above the discount rate of the German Bundesbank. The assertion of further damages remains reserved.
- In case we should be informed about circumstances leading to a purchaser’s substantial fortune degradation and subsequent endangerment of our payment claim, we are entitled to make him due for outstanding bills, regardless of any invoice duration. Should a buyer be in default of payment we are entitled to reclaim our goods after a reasonable grace period has been set. We can additionally prohibit the further resale and processing of the delivered goods. The withdrawal is not withdrawal from the contract. In any case we can withdraw the direct debit authorization in accordance with clause V/5 and require advanced payment or collateral for outstanding deliveries. The buyer can avert all these legal consequences through payment or security deposit in the amount of the at risk claim.
- Deliveries are in compliance if the item has left our warehouse before expiration of the delivery deadline or date.
- Delivery periods are extended to a reasonable duration in the context of labor disputes, especially strikes and lockouts, as well as unforeseen circumstances beyond our control which prove to have considerable influence on the production or delivery of items. This also applies if such circumstances occur at our primary suppliers. We will also inform our buyers promptly should any of these circumstances arise. These regulations apply to delivery dates. Should the fulfillment of the contract become unreasonable for one of the parties, they can withdraw.
- The buyer may withdraw from the contract should we be in default and thereby unable to send the goods after expiration of an extended deadline which is set by us. Damages, arising due to a delayed delivery which is our fault, shall entitle the buyer to a compensation amounting of ½ per cent for every full week of delay. This will also exclude the buyer from making any additional claims. The restriction does not apply in cases where liability is mandatory such as intent or gross negligence.
Reservation of Proprietary Rights
- All goods delivered remain our property (reserved goods) until fulfilment of all claims arising from the business relationship, regardless of the legal reason, including future or conditional claims, e.g. from so-called change of acceptance.
- As manufacturers, the processing of the reserved goods affects us in accordance with the German civil code of § 950 BGB without obligating us. The processed goods are considered reserved goods in the sense of paragraph V/1. During mixing or combining of the reserved goods with those of the buyer, we are entitled to a proportion of the newly created goods in relation to their invoice value. Should our property be lost through combining or mixing, the buyer now transfers us ownership of the newly created goods. The proportion of ownership shall be according to the invoice value of the reserved goods used and include cost-free storage of the newly created goods. The newly created co-ownership is deemed reserved goods in the sense of section V/1.
- The buyer may only sell the goods in the ordinary course of business, to its normal trading conditions and so long he is not in default, subject to condition that the claims from the resale pursuant to section V/4 to V/6 are transferred to us. He is not entitled to dispose of the reserved goods.
- The buyer's claims from the resale of the reserved goods are hereby assigned to us. They serve the same extent as the reserved goods. If the goods are sold by the buyer together with other goods, which are not sold by us, the assignment of the claim applies only to the amount of the resale value of the respective reserved goods sold. In the case of goods which we co-own, in accordance with section V/2, the assignment of the claim is in the amount of the co-ownership.
- The buyer is entitled to collect claims from the resale up until our revocation at any time. We will make use of the right of withdrawal only in cases of section III/4. At our request the purchaser is obliged to inform his customers immediately of the assignment to us, unless we inform them ourselves, and to give us the necessary information and documents needed to collect.
- The purchaser must notify us immediately should a seizure or interference by a third party occur.
- If the value of existing securities exceeds the secured claims by more than 10 per cent we are obliged to the buyer's request to release securities at our discretion.
Performance of Deliveries
- With the handover of the materials to a shipper or carrier, but at the latest when leaving the warehouse or - with direct sales - the supplying plant, the risk shall pass to the buyer in all transactions.
- We are entitled to partial deliveries in a reasonable extent. By manufactured goods, deliveries in excess or shortage of 10% of the contracted quantity are permitted.
- For call orders we are entitled to produce, or have the order quantity produced, under closed conditions. Any change requests cannot be considered after the order has been placed, unless specifically previously negotiated. Call dates and quantities, without firm prior arrangements, can only be fulfilled within the limits of our delivery and production possibilities.
Liability for Defects
- With immediate and legitimate notice of defects we will exchange the defective goods for faultless ones. Otherwise we are entitled to refurbish the goods, thereby reasonably safeguarding the interests of the purchaser. In case of failure to repair or replace, the buyer may demand cancellation of the contract or request a reduction of payment.
- Unless the buyer gives us the possibility to convince ourselves of the defect, especially when requested, he cannot claim any defects on the goods.
- Further claims are excluded in accordance with section VIII. This applies in particular to claims for compensation of damages which have not occurred to the goods themselves (consequential damages). In cases of the failure of assured qualities, we are liable only in so far as the assurance follows the purpose to safeguard the buyer against the occurring damages.
General Limitation of Liability
Unless otherwise stipulated in these terms and conditions, we shall be liable for damages resulting from the violation of contractual or non-contractual obligations only in cases of intent or gross negligence. Our liability does not encompass, except in cases of intent, damages which could typically not be expected in specific transactions or for which the buyer has insurance or can otherwise be insured.
- We reserve all proprietary rights and copyrights of estimates, designs, drawings and other documents. They may be made available to third parties only with our expressed approval. Drawings and other supporting documents relating to offers must be returned at our request.
- Provided we have delivered items according to drawings, models, samples or other supporting documents to the buyer, the latter shall guarantee that protective rights of third parties are not infringed. In the event that third parties do not allow us to produce and deliver such items by referring to property rights, we shall be entitled to suspend all relevant activities, without being obliged to analyze legal responsibilities, and to claim damages should the buyer be at fault. In addition, the buyer is responsible to immediately release us from all associated claims made by third parties.
Test Parts, Molds, Tools
- If the Buyer is required to provide parts to complete the order, these shall be delivered to the place of production on time, in the appropriate quantity or if required extra quantity, without additional costs and free of defects. Failing to do so, any resulting costs and other consequences shall be the responsibility of the buyer.
- The production of test parts, including the costs of molds and tools, shall be the responsibility of the buyer.
- Property rights for forms, tools and other devices required for the production of ordered parts shall comply with agreements reached. Should such devices become unusable before the agreed output quantity is reached, the replacement costs will paid by us. We pledge to keep such devices at least 2 years after their last use.
- Our liability for tools, forms and other manufacturing devices provided by the buyer shall be limited to the same care as exercised in our own property. Costs for maintenance and care are the responsibility of the buyer. Our safekeeping responsibility ends - independent of the ownership rights of the buyer - at the latest two years after the last manufacturing, which required the form or tool.
Place of Performance, Jurisdiction and Applicable Laws
- The place of performance for our deliveries is our business premises. Jurisdiction is permissible according to § 38 code of civil procedure, the seat of our principal place of business. We shall also be entitled to sue the buyer at his place of jurisdiction.
- All legal relationships between us and the buyer shall be governed by the laws of the Federal Republic of Germany inclusive the Hague Sales Conventions.