General Terms and Conditions
As of 01/2012
1.1 All our supplies and services are based exclusively on the following terms and conditions, which form an integral part of our supply and service agreements. Exceptions shall only apply when they have been confirmed by us in writing.
1.2 The purchaser’s terms and conditions are specifically excluded from our own delivery and payment conditions.
1.3 By placing the order, and at the latest on receipt of the goods, the purchaser acknowledges and accepts our delivery and payment conditions.
1.4 These conditions shall also apply to future deliveries based on written or telephoned orders provided that it can be reasonably assumed that the purchaser must have known the delivery and payment conditions as a result of previous transactions and that these are expressly pointed out to him when the contract is drawn up.
1.5 Verbal agreements, commitments made by telephone, subsidiary arrangements, etc., including transactions and special agreements made by our agents, shall only be binding on us when they have subsequently been confirmed in writing.
1.6 As most of our business transactions are done with commercial customers our delivery and payment conditions are primarily intended for legal transactions between traders and dealers.
1.7 We reserve the right to process data relating to the purchaser in compliance with the German Federal Data Protection Act, whether this is received within the scope of or in connection with the business relationship, irrespective of whether this information comes from the purchaser himself or from a third party.
- Delivery conditions
2.1 All our list and offer prices are non-binding and subject to change, unless a specific period of validity has been agreed in writing. The prices are given in euros ex works and excluding packaging, freight and assembly, plus VAT. The risk is transferred to the purchaser upon handover of the goods to the forwarding agent or carrier, or at the latest when the goods leave the factory or warehouse. The delivery and payment conditions for all our contracts and agreements are subject to Incoterms® 2010 rules as laid down by the International Chamber of Commerce (ICC).
2.2 Any packaging that may be necessary will be charged at cost price and is non-redeemable.
2.3 Partial deliveries shall be permitted on our part.
2.4 Orders, instructions, agreements and warranties, and all contractual declarations, shall only become binding on our part upon receipt of our written order conformation. This confirmation alone shall determine the scope and performance of the order and shall also apply in the event of deviations from the original order, unless a complaint is made within one week and this has been acknowledged by us.
2.5 Our delivery obligations are based on the assumption of creditworthiness on the part of the purchaser. Should justified doubts arise in this respect, we shall be entitled to ask for financial guarantees or to withdraw from our delivery obligations without the purchaser having any right to compensation for damages. In such circumstances the purchase price of any goods already delivered shall become immediately due and payable.
2.6 Operational disruptions, war, strikes and other cases of force majeure that impact on our operations, our raw materials plants or our suppliers shall entitle us to postpone the delivery for the duration of the event or shall release us from the agreed delivery dates and shall give us the right to withdraw from any orders and contracts. No claims for damages will be entertained as a result of such events.
2.7 All delivery dates and deadlines remain non-binding unless we have expressly declared them to be binding in writing.
2.8 If no request for delivery is made within a period of two months for goods that have been ordered on a call-off basis, we shall be entitled, after allowing a certain grace period, to issue a claim for compensation.
2.9 Deviations from the drawings, figures, weights and dimensions given in the order lists, along with guaranteed features and characteristics, are permitted in consideration of the normal commercial tolerances applied by the relevant DIN standards or in general practice. Such details shall be regarded as non-binding, unless they have been expressly confirmed in writing.
- Payment conditions
3.1 Cost accounts (machine leasing, repair and maintenance costs, welding services, etc.) shall be immediately payable in the currency of the Federal Republic of Germany (¤), without discount, strictly net cash.
3.2 Goods deliveries shall be:
Payable within a period of 30 days after the invoice date, strictly net cash.
3.3 In the case of overdue payments the normal bank interest rates will be applied without further notice of default.
3.4 Failure to observe the payment conditions, or other circumstances that, in our estimation, raise doubts as to the creditworthiness of the purchaser, shall result in an immediate claim for settlement of all our invoices.#
3.5 Payments shall be settled against the earliest outstanding invoice and the interest due thereon.
3.6 Deliveries to unknown purchasers, or to purchasers with whom we do not have an ongoing business relationship, are only made on the basis of cash on delivery or pre-payment, or on provision of a bank guarantee.
3.7 In the event of stoppage of payment, judicial or extrajudicial insolvency proceedings, receivership or bankruptcy any discount granted shall cease to apply.
3.8 Payments to persons acting on our behalf are strictly precluded. Any exceptions to this principle must first be expressly approved by us in writing.
- Retention of title
4.1 We shall retain right of ownership of any goods delivered until full payment has been received for the goods, products and services we have provided, including the redemption of any cheques or bills of exchange. No pledges, transfers of security or loan arrangements will be accepted as long as there are still claims due to us. We are to be notified immediately in writing of any impairment of this kind if claims for damages are to be avoided.
4.2 If our goods and services are resold by the purchaser the latter’s asking price shall be considered to have been assigned to us. The purchaser is only entitled to collect the due asking price for us for immediate payment, unless this has been expressly forbidden by us. In the event of inability to pay the purchaser is liable, at the demand of the seller, to a written assignment of claim and to supply all information needed to enable us to exercise our rights in this respect.
4.3 If our goods are combined by the purchaser with other items to form a complete unit, it shall be accepted that the purchaser transfers the pro rata ownership to us in line with §947, subsection 1, of the BGB (German Civil Code) and keeps the said unit in safe custody for us.
4.4 Moreover, an extended retention of title shall also apply in addition to the prolonged retention of title, whereby we retain ownership of all goods supplied subject to reservation of title until such time as all our outstanding claims have been paid in full.
4.5 Where the purchaser is not in a position to return the supplied article(s) carriage paid, in proper condition, he shall be liable for all resulting freight charges and damages.
4.6 Pre-emption rights
The purchaser shall grant us pre-emption rights to his stocks to the amount of our outstanding payments in the event of his liquidation, bankruptcy or insolvency.
- Notice of defects and warranty
5.1 The supplier warrants the goods free from defects, which also includes the lack of expressively assured properties, but excluding further claims as follows: complaints regarding defects of any kind will only be accepted when they are brought to our attention in writing immediately following the receipt of the goods, in the case of obvious defects, or immediately after they have been discovered, in the case of hidden defects. This shall in no way change the agreed conditions of payment.
5.2 In the case of defects that have demonstrably made the goods unusable, or have severely impaired their functionality, as a result of a circumstance existing prior to the transfer of risk, the supplier shall, at his discretion, provide a replacement or an upgrade.
5.3 No further claims will be accepted, particularly in respect of rescission, price reduction or compensation of any kind (compensation for loss of profits, contractual penalties and similar).
5.4 No claims or complaints will be accepted that are based on natural wear and tear or damage caused by the purchaser, or by a third party, as a result of undue force, improper handling, use or commissioning, or the application of excessive stress. This shall also apply to elemental influences and the use of unsuitable operating materials.
5.5 The purchaser’s right to claim for defects shall expire in the event of any unauthorised interference with the goods, either by the purchaser or by a third party.
5.6 Any other claims for damages, due for example to impossibility of performance, default, positive breach of contract, negligence on entering into the contract or tortious conduct, shall be excluded. The legal representatives, agents and employees of the supplier shall not be held liable towards the purchaser.
- Conditions of sale
6.1 Any assignment of claims acquired against us as a result of a business transaction is expressly excluded.
6.2 We reserve the right to alter our prices, discount rates and surcharges at any time without prior notification.
- Place of performance and court of jurisdiction
7.1 The place of performance for all obligations arising from the contract is the supplier’s registered office.
7.2 The legal venue for all current and future claims arising from contracts relating to the business relationship with registered traders, including claims resulting from bills of exchange and cheques, is exclusively the court of jurisdiction of the supplier’s re-gistered office. The same place of jurisdiction shall apply if the purchaser does not have a general place of jurisdiction within the country, if he relocates his domicile or usual place of residence from the country after conclusion of the contract, or if his domicile or usual place of residence is not known at the time the action is filed. In all other respects, in the event of claims by the supplier against the purchaser the latter’s residence shall be regarded as the place of jurisdiction.
- Final provisions
8.1 It is agreed that the contract shall be regulated exclusively by the law applying in the Federal Republic of Germany in accordance with the German Civil Code and German Commercial Code and that this shall also apply to foreign buyers.
8.2 In the event that individual clauses or provisions in our delivery and payments conditions become partially or wholly invalid, this shall not affect the validity of the remaining terms and conditions.
8.3 Acceptance of the invoice or bill of sale without objection shall serve as confirmation to us that the agreement has been properly and accurately drawn up and that the above terms and conditions are acknowledged and accepted.