General Terms and Conditions.
Our terms and conditions apply to all products and services in the sense of paragraph 310 section 1 of the German Civil Code. Deviations specified by the customer are only recognised by us once full confirmation of this recognition has been provided by us in writing.
Our sales terms and conditions also apply if we unconditionally deliver the ordered items to the customer with the knowledge that the customer’s conditions deviate from, or conflict with, our own.
Our sales terms and conditions also apply to all future business undertaken with the customer.
2. Acceptance of quotation and contract
Our quotations are subject to change and remain valid for one month from the quotation date, unless otherwise specified. Orders from contractual partners become valid only once written confirmation has been provided by us.
All agreements, including subsidiary agreements such as verbal agreements made via the telephone, additions and alterations, become binding for us only once these have been confirmed by us in writing.
We are able to accept an order from the customer, which qualifies as a contractual sales agreement following acceptance of our initial quotation, within two weeks by sending an order confirmation, or by sending the products ordered within the same period of time.
All images, calculations, drawings and any other documents are subject to our intellectual property rights, copyright and any other trademark rights. The buyer is only permitted to provide these to a third party upon receipt of our written approval, irrespective of whether these materials have been specified as being confidential.
All quotations are without obligation and ex works, excluding packaging and transportation costs. A separate invoice shall be submitted for these costs.
Any VAT required by law is not included in the price. VAT shall be invoiced for as a separate item on the day upon which the invoice is generated.
Discount agreements apply to individual orders only. There is no binding agreement for follow-up orders.
Unless otherwise agreed, discounts are not to be deducted unless agreement has been provided by us in writing. Discounts require our express written confirmation.
We reserve the right to adjust our prices, if costs are subjected to change following contractual agreement. Cost changes may include adjustments to rates agreements, material cost increases, duty increases, dumping, energy crises or currency exchange rates etc, or any other measures which lie out with our control.
In this case a price adjustment shall result, the extent of which shall not exceed the increase in costs incurred. We shall provide evidence of the relevant price increases upon the customer’s request.
If the delivery is to take place within six weeks following conclusion of the agreement then the maximum cost increase shall not exceed five percent.
Should the price increase be higher than 5% of the agreed quotation price, then the customer is entitled to terminate the agreement a maximum of six weeks after the order date. In special cases, we reserve the right to demand advance payment prior to delivering the goods.
4. Payment Conditions
Unless otherwise specified, all purchase prices are net, without discounts and payable within 30 days of the invoice date. Late payments shall be subject to legal regulations. Any discount deductions must be approved beforehand by us in writing.
The customer is only entitled to reclaim payment if the claim is submitted in a timely manner, or if it is undisputed by us or recognised by us. In addition, he is only entitled to exercise the right of retention insofar as his claim is based upon the same contractual relationship.
Cheques or payment notes shall only be accepted as payment. A payment note is only acceptable following receipt of prior consent and excludes any discount deductions.
Any collection costs and discount rates shall be charged to the customer and fall payable immediately. All goods delivered remain our legal property until we have received and processed payment therefore and until we have been released from our obligations as the supplier through reverse bill of exchange – even if the item is subject to further processing.
In the case of payment by note, paragraph 449 of the German Civil Code shall apply with the proviso that the property is first transferred to the customer not only once the purchase price itself has been paid but also once it has been legally ascertained that no claim shall be made against us as a result of the exchange.
5. Delivery Conditions
Delivery times or dates remain non-binding, unless otherwise explicitly agreed.
Adherence to the delivery time specified by us assumes that all technical queries have been clarified. Compliance with our delivery conditions is dependant upon the timely and correct fulfilment of his obligations by the customer.
Unless otherwise specified in the order confirmation, delivery shall always take place ex works. If no specific instructions have been provided by the customer then we shall select the shipping method. Shipment shall take place at the customer’s own risk and for the customer’s own account.
We shall arrange insurance of the shipment upon request from the customer. The costs therefore shall be borne by the customer.
Transportation packaging and all other packaging in accordance with packaging regulations shall not be removed. The customer is obligated to arrange the disposal of the packaging at his own cost.
If the customer is in default of acceptance or if he culpably violates any other contributory obligations, then we are entitled to claim for any damages incurred, including the refunding of additional expenditure. We also reserve the right to claim further damages.
In the event that we default on the delivery of the product or service or if we cause the delivery to become impossible, then claims submitted by the customer shall be restricted by the legal regulations regarding predictive, typical damages in the event of slight negligence. Further damage claims are excluded unless the damage is the result of gross negligence on our part or on the part of one of our legal representatives.
We are entitled to provide partial delivery of products or services, as long as these are deemed as just and reasonable for the customer.
For the sale of products that were not yet in our possession at the time of concluding this contract, we reserve the right to supply these products in accordance with the order specifications and delivery time, insofar as we did not cause the circumstances that led to the delay.
If, following conclusion of the contract, it becomes apparent that the customer’s business situation has deteriorated to the extent that the supplier runs a significant risk of not receiving payment for products and services to be provided, the supplier retains the right to refuse to provide the service until the customer has paid for the products and services in advance or has provided a payment guarantee.
If the customer is in default of acceptance or if he culpably violates any other contributory obligations, then we are entitled to claim for any damages incurred following fruitless efforts to obtain a commitment to a delivery time. Both parties are entitled to prove the extent of damages on a case by case basis. The customer bears the risk of the accidental diminishment or accidental deterioration in the quality of the deliverables during the timeframe during which he is in default of acceptance.
Returns shall only be accepted following prior approval if products are returned or are picked up free of charge and in their undisturbed original packaging. We charge a fee for all returns to cover our restocking expenses. This amounts to 25 % of the net value of the returned products. Any bespoke items, produced specifically for the customer, cannot be returned.
The customer may only withdraw from the contract or compensation agreement due to non-fulfilment, once a reasonable period of grace has been granted.
6. Transfer of Perils
The delivery time may be delayed appropriately in the event of industrial disputes, and following the occurrence of unforeseen obstacles which lie beyond our control. This also applies if the same circumstances are experienced by our sub-contractors. Both parties retain the right to prove the extent of damage claims.
The risk is only transferred to the customer once the shipment of parts has been transferred to the customer, and only then if partial deliveries are due or if the supplier has taken over other services, such as shipping costs or delivery and assembly. If the shipment is delayed due to a request issued by the seller or due to the seller’s negligence, then we shall store the goods at the buyer’s cost and risk. In this case, notification of readiness for shipment shall be considered equal to shipment itself.
At the customer’s request and at his own cost, the shipment can be insured against theft and breakage, and against transportation, fire and water damage, as well as any other insurable risks.
7. Retention of Title
We retain the title of all reserved products until payment for the full purchase or delivery contract has been received in full from the customer. In the event of adverse contractual actions on the part of the customer, and in particular in terms of delayed payments, we reserve the right to repossess the retained products after granting an appropriate period of grace. Any repossession of retained products shall result in the cancellation of the contract. The garnishment of retained products by us always results in the cancellation of the contract. Once we have repossessed the retained products, we are entitled to use them and the proceeds from their use shall be credited against the accounts payable by the customer - less the reasonable deduction of costs.
The customer is obligated to handle the retained products with care; he is particularly obligated to insure them in a timely manner and to a sufficient level as to cover their new value, at his own cost and against fire and water damage as well as against theft. Insofar as maintenance and inspection work is necessary this work must be carried out by the customer in a timely manner and the costs therefore shall also be borne by him. Insofar as the third party is unable to pay us the legal and out-of-court costs of a claim in accordance with paragraph 771 ZPO, the customer shall be liable for the outstanding costs. The customer is to notify us immediately in writing in the event of a garnishment or in the case of any other intervention by any third party so that we may lift the claim in accordance with paragraph 771 ZPO.
The customer is entitled to resell the retained products as a part of standard business procedure. However he relinquishes to us all claims to the final invoice amount (incl. VAT), which have accrued due to the resale by his buyer or a third party. This remains so, irrespective of whether the retained products were subjected to further processing prior to resale. The claims relinquished by the customer to us in advance relate to the accepted balance, as well as to the available “casual” balance in the case of the buyer being insolvent. The buyer remains authorised to collect on these claims even after this relinquishment. Our right to collect on the claim ourselves remains unaffected by this. We undertake not to collect on claims so long as the buyer meets his payment obligations from the proceeds received, does not delay making the payment and in particular has not applied for insolvency or composition proceedings, or suspended payments. If this is however the case then we are permitted to demand that the customer inform those creditors owing against the claims relinquished to us, provide all information required in order to collect on the claims, provide us with all of the pertinent documents and inform the debtors (third parties) of this action of relinquishment.
The processing or alteration of the retained goods by the customer shall always be carried out for us. Should the retained goods be processed with other goods that do not belong to us, then we acquire partial title ownership for the new object in proportion with the value of the retained goods (final invoice amount including VAT) in comparison with the other objects processed at the time of processing. The same applies to the objects which arise through the processing, as for those objects delivered with reserved title.
If the retained goods are indivisibly mixed or joined with other objects to form a unitary object then we acquire a partial title to the new object in proportion to the value of the goods delivered by us (final invoice amount including VAT) ) in comparison with the other mixed/joined objects at the time of mixing/joining. If the mixing/joining occurs in such a way that the buyer’s object is to be regarded as the principle object then it shall be regarded as agreed that the buyer transfers a share of the title to us. The buyer shall retain for us the sole or partial property that comes into being in this way. The customer also relinquishes to us the claims to secure our claims against him, which accrue as a result of a third party connecting the retained goods with real estate.
We undertake to release the securities we are entitled to upon request by the customer insofar as the value which can be realised from our securities exceeds the claims to be secured by more than 10 %. The selection of the securities to be released shall remain our responsibility.
The customer’s rights to guarantee are subject to him meeting his inspection and defect notification obligations in accordance with paragraph 449 of the German Commercial Code. The customer must inform us of any apparent defect within a period of two weeks following receipt of the goods; otherwise the rights stipulated under guarantee shall become invalid. It shall be considered that the customer has observed this time limitation if the goods are sent back within this period. The customer shall comply with the burden of proof requirements for all claim preconditions, in particular for the timing of the defect’s detection and the timely manner in which the defect was reported.
The guarantee shall run for one year following supply of the goods, unless we have deceitfully withheld information regarding a defect. This shall not apply if the customer has not brought the defect to our attention in a timely manner.
The condition of the goods shall comply specifically with the product description issued by the manufacturer and as agreed between the parties.
The exclusion of standard industry deviations requires prior written agreement. The same applies to guarantees. The information in our catalogues, prospectuses and price lists regarding the scope of deliverables and services serves only to provide descriptions, labels and guides unless the order confirmation explicitly states otherwise. Minor and unavoidable deviations from the catalogue or from goods supplied at an earlier date shall not be regarded as defects.
The customer is required himself to ensure that the goods ordered from us are suitable for his intended purpose. Unsuitable goods shall only be considered defective if we have provided the customer with written confirmation of their suitability.
The wearing of expendable parts within the scope of normal use shall not be considered a defect. We do not provide the customer with guarantees in the legal sense. Manufacturers warranties remain unaffected.
Insofar as a defective part has been sold by us, we are entitled to elect to repair the defective part or to replace it. In the case of a repair we are required to bear the cost of all expenses incurred as a result of this, including transportation, freight, work and materials costs, insofar as these are not increased as a result of the purchased item having been moved to a site other than the site of contractual fulfilment.
If the repair or replacement should also be defective then the customer is entitled to elect to demand a deduction to the price (reduction) or a cancellation of the contract (withdrawal). The repair or replacement shall be considered defective following the second attempt to remedy the fault, unless it is appropriate to attempt to further remedy the object of the contract, and if a further attempt is reasonable for the customer.
If the customer elects to withdraw from the contract following a failed attempt to remedy the problem and as a result of a flaw in title or material defect, then he is not eligible to claim for damages due to the defective object. If the customer elects to claim for compensation following a failed attempt to remedy the problem then the object remains his property if this situation is reasonable for him. The claim for compensation is limited to the difference between the purchase price and the value of the defective part. This does not apply if we have maliciously violated the contract.
9. Limitation of Liability
Our liability is limited to the average damages incurred with respect to the specific type of object and insofar as they are predictable, contractually typical and direct. This also applies in the case of slight negligence in the breach of duties by our legal representatives or other support personnel. We shall not be liable for damages resulting from of slight negligence whilst carrying out minor contractual obligations. Neither shall we be liable for damages which are not incurred to the delivered object itself: We are in particular excluded from liability for loss of profits or other damages to assets owned by the customer.
If our assembly, installation, operation or maintenance instructions are not adhered to, or if changes are made to our products, parts replaced or consumables utilised, which are not compliant with the original specifications, then we shall only be liable for defects if the customer is able to prove that the fault was not caused by any of the above actions, but was instead present at the time of the transfer of perils.
The existing limitations to liability do not affect the customer’s rights to product liability. Furthermore, the limitations to liability do not affect claims resulting from personal injury or damages to health attributable to us, or in the case of the customer’s loss of life.
Claims for compensation made by the customer for losses resulting from defects must be instigated within one year of delivery of the goods. This does not apply if there is suspicion of intent.
10. Overall Liability
Further liability for compensation, over and above that detailed in point 9, is excluded regardless of the legal cause of the enforced claim. This shall apply in particular to claims for compensation resulting from faults arising from the conclusion of the contract, from other specific breaches of duty and other actions presided over by tort law in accordance with paragraph 832 of the German Civil Code.
The extent to which our liability against compensation claims is hereby limited or excluded also applies to the personal liability for damages caused by our employees, salaried workers, associates, representatives and support personnel.
11. Place of Fulfilment – Place of Jurisdiction
Assuming that the customer is also the buyer, our place of jurisdiction is the location of our headquarters; we are however entitled to bring suit against the customer in his place of residence/work also.
The law of the Federal Republic of Germany shall apply; with the exclusion of the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The location of our headquarters shall also be the place of fulfilment unless the contractual agreement specifies otherwise.
12. Data Protection
We retain the property rights and copyrights to all photographs, drawings, calculations and all other documents. The provision of these to third parties is only permissible following receipt of our express written permission. This also applies to written documentation which is designated as being confidential.
We work with electronic data processing systems (DP’s). The data collated in connection with the processing of business transactions shall be logged and saved in accordance with the legal data protection regulations.