General Terms and Conditions
We confirm your order subject / assignement to the exclusive application of our general terms and conditions.
§ 1 Application
These terms and conditions shall apply exclusively. Differing or contrary terns shall not apply except if expressly agreed upon writing.
These terms and conditions shall also govern all future transactions between the parties and shall also aplly if we perform delivery despite our knowledge of differing or contrary terms.
These terms and conditions shall only aplly vis à vis entrepreneurs, governmental entities or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
§ 2 Offer, Acceptance
Insofar as the order constitutes an offer within the meaning of § 145 BGB we are entiled to accept the offer within two weeks.
If we submit a proposal without an order / assignement it always is not binding and subject to confirmation; we rather invite thereby the client to make an offer.
§ 3 Prices, Conditions of Payment
Prices are ex works (shipping in work inclusive), exclusive costs for packaging and unloading and plus the respective statutory VAT, except as otherwise expressly agreed upon.
We reserve to raise the prices for quantaties not yet delivered if changes in the raw materials and / or economic situations lead to an increase in costs of the production and / or purchase of the ordered product compared to the moment of the price agreements.
The agreed price is due and payable without deduction within 30 days from the date of the invoice. From the due date default interest in the amount of 9 % above the respective base interest rate (§ 247 BGB) p.a. shall accrue. We reserve all rights to claim further damages.
We reserve by acepting the order to demand the client to present us a irrevocable and unlimited bank guaranty about the agreed price.
We are allowed to accelerate the residual debt and effect outstanding deliveries only against prepayment or security deposits if the client does not maintain the payment terms or if, after conclusion of the contract, we get to know that our claim for payment is endangered due to lack of solvency or if the client dishonours a cheque.
To discount stock record must be agreed in writing in advance.
§ 4 Offset, Right to Retain
The contracting party shall be entitled to offset only insofar as the contracting party’s counterclaim is acknowledged, undisputed or assessed in legally binding judgement. The contracting party is entitled to claim retainer rights only to the extent such rights are base on the same transaction.
§ 5 Delivery
The beginning of an agreed delivery time presumes the clearing up of all commercial and technical issues between the parties of the contract.
Delivery is conditioned upon timely and proper performance of all duties of the contracting party. Defences based on nonperformance of the contract are reserved.
In case of default in acceptance or other breach of duties to cooperate by the contracting party we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the contracting party at the time of such default or breach of duty to cooperate.
In case of force majeure, inevitable circumstances by way of example mobilization, war, civil commotion, strike, lockout, delayed or bad delivery to us or similar serious interruption of operations schedules delivery dates and deadlines will be extended appropriate.
§ 6 Passing of Risk, Shipment
Delivery „ex works“ is agreed if nothing else arises from the confirmation of the order.
If the contracting party demands shipment of the goods (partial shipment included) the risk of loss or damage to the goods passes to the client upon dispatch. On demand of the client we take out a transport insurance for the delivery at the expense of the client.
If the shiptment is freight paid the risk of loss and damage to the goods passes to the client upon handing over the goods to the client, the forwarding agent or the carrier but at the latest upon leaving our work or stock.
If the client is in default of acceptance the risk of loss and damage to the goods passes to the client upon ready of dispatch also when his default of acceptance occurs after our ready of dispatch.
§ 7 Retention of Title
We retain title to the goods until receipt of all payments in full. In case of breach of contract by the client including, without limitation, default in payment, we are entitled to take possession of the goods.
The client shall handle the goods with due care, maintain suitable insurance for the goods and, the extent necessary, service and maintain the goods.
As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
The client may resell goods subject to the above retention of title only in the course of his regular business. For this case, the client hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the client shall be entitled to receive the payment on the assignment claims.To this end, we agree to not demand payment on the assigned claims to the extent the client complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
Insofar as the above securities exceed the secured claim by more than 10 %, we are obligated, upon pur election, to release such securities upon the client’s request.
§ 8 Warranty
Precondition for any warranty claim of the client is the client’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
Warranty claims shall be time-barred after 12 months of the passage of risk.
In case of non-conformity of the goods the client is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative perfomance has failed, the client is entitled to reduce the price or to withdraw from the contract.
§ 9 Liability
In case of intent or gross negligence on our part or by our agents or assistents in perfomrance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintendtionally our liability for damages shall be limited to the typically predictable damage.
Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain uneffected.
Involves the contract a production order or the carrying out of sinlge work operations our liability according to the rejects we cause shall be limited in the amount of the order value. We are not liable in the amount of the entire workpiece. Did the client accept, test and adjuge the workoperations to be fine, shall a further liability be disclaimed.
Any liability not expressly provided for above shall be disclaimed.
§10 Applicable law, Jurisdiction
This contract shall be governed by the laws of the Federal Republic of Germany excluding the Convention on Contracts for the International Sale of Goods.
Place of perfomance and exclusive place of jurisdiction for all disputes arising out or in connection with this contract shall be our place of business.