Terms and conditions
General sales terms and delivery conditions
Sect. 1 General – Scope of application
Our terms and conditions apply to all current and future business relationships with companies as defined by sect. 14 German Civil Code, i.e. with individual persons, legal entities or business partnerships with legal capacity, which carry out a trade or freelance activity (hereinafter 'the customer').Even if acknowledged, different, conflicting and supplementary terms and conditions shall not form part of the contract, unless their validity is expressly agreed in writing.
Sect. 2 Conclusion of the contract
1. Our offers are non-binding. Documents relating to our quotation (including images, drawings, information concerning weights and measures) are only approximately binding in so far as they are not expressly identified as binding; Within the scope of what is reasonable, we reserve the right to make technical changes as well as changes in terms of form, colour and/or weight.
2. Upon ordering goods (which must take place in writing) the customer declares that he intends to purchase the purchased goods with binding effect.We are entitled to adopt the tentative offer contained in the order within two weeks after we have received it.Acceptance can either be declared in writing or by delivery of the goods to the customer.
3. The conclusion of the contract takes place conditionally, depending on the correct and punctual supply to ourselves by our suppliers.This does not apply to cases where the non-delivery is not caused through any fault of our own, especially in the case of the conclusion of a congruent hedging transaction with our suppliers.The customer shall be immediately informed about the non-availability of the goods/services.The equivalent shall be reimbursed straight away.
4. If the subject matter of the contract relates to import goods, the contract is concluded subject to the issuing of import/export licences that may be necessary.We reserve the right to request negotiations regarding the fixing of a new price in the event of unforeseen price increases due to a shortage of raw materials/accessories or altered currency parities.
5. All agreements must be made in writing. This also applies to any waiver of the written form requirement or subsequent change requests on the part of the customer, where additional payment may be requested.
Sect. 3 Delivery
1. Adherence to our delivery commitment presupposes the timely and proper fulfilment of customer obligations.The start of the delivery period (stated by us) presupposes the clarification of all technical questions.The delivery period must be stated in writing and should be viewed as approximate.It starts with the posting of the order confirmation, however not before the supplying of documents, approvals, clearances (to be supplied by the customer) or prior to the receipt of an agreed downpayment that may be required.
2. The delivery period is adhered to if, up until its expiry, the supplied goods have left the factory or a notification of readiness for shipment has been issued.The delivery period is extended proportionately in the event of measures within the scope of industrial disputes, the occurrence of unforeseen impediments which lie outside of our will (if it can be proven that such impediments significantly affect the completion or shipment of the deliverables) and if circumstances arise among subsuppliers.We are also not responsible for the circumstances mentioned above, if they occur during an existing default.
3. If we expressly agree to binding fixed dates in writing and we are responsible for not adhering to them/are in default, the customer has the right to compensation for delayed completion (however this is restricted to 0.5 % of the invoiced value of the deliverables and services affected by the default for each full week of the default). In total, this may not exceed 5 % of the invoiced value.Unless we can be held liable for intent or gross negligence, claims that go beyond this, especially claims for damages, shall be excluded.
4. Manufacturing-based deviations relating to dimensions, contents, weights and colour tones are permitted within the scope of customary mass production and in accordance with the contract. The same applies to deviations due to technical progress and the corresponding further development of the product.
5. In the case of custom-made products, overdeliveries and underdeliveries of up to 10 % of the order quantity are permitted.If a greater restriction needs to take place, a separate, written agreement needs to be concluded for this.
6. In the case of default in acceptance on the part of the customer, we shall charge for any storage costs we incur from the time the goods are ready for shipment. Alternatively, the goods can be placed in storage at the customer's expense.
7. We are entitled to make partial deliveries and in each case, we may charge for these separately.
Sect. 4 Payment
1. The offered purchase price is binding for the agreed delivery period (however at least one month) and in the absence of a special agreement, is applicable ex works, including loading in the factory. Packaging however, is not included.Value added tax is added at the applicable, statutory rate.If the delivery takes place more than a month following the conclusion of the contract we are entitled to request negotiations concerning the refixing of prices in the case of price rises effected by our suppliers or unexpected increases in wage costs and transport costs.
2. In the absence of a special agreement, we allow 2 % discount from the gross value of the order in the case of payment within 10 date from the invoice date. For the rest, our invoices are due for payment within 30 days of the invoice date.In the case of orders below 100.00 EURO (value of goods), we charge a minimum quantity supplement of 10.00 EURO.
3. During the default, the customer is charged debt interest amounting to 8% above the basic interest rate.We reserve the right to assert and establish higher damages as a result of the default.
4. The customer only has a right to offset if his counterclaims have been established as legally binding or if they have been acknowledged by us.The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.
5. Payments may only then be paid to our salaried staff, if these produce an authority to collect funds.
Sect. 5 Retention of title
1. We retain ownership of the goods up until the full settlement of all receivables from an ongoing business relationship.
2. The customer is obliged to handle the goods with care and to inform us immediately of third party access to the goods in the event of a seizure as well as of any damage to, or destruction of the goods.The customer must notify us straight away if the goods change hands or if he moves his premises.
3. In the event of customer conduct that is contrary to the contract (especially in the case of payment defaults or a breach of a duty in accordance with point2. of these provisions), we are entitled to withdraw from the contract and reclaim the goods.
4. The customer is entitled to sell the goods on in the normal course of business.At this stage, with the conclusion of the contract, he hereby cedes all outstanding receivables to us (up to the value of the invoice) which he accrues through the reselling of goods with regard to a third party.We accept the act of transfer.Following the act of transfer, the customer is authorised to collect the receivables.We reserve the right to collect the receivables as soon as the customer does not properly meet his payment obligations and defaults with payments.
5. The machining and processing of the goods by the customer always takes place in our name and on behalf of us.If processing takes place using objects not belonging to us, we shall acquire joint ownership of the new product using the ratio of the goods supplied by us against the other processed objects.The same applies if the goods are mixed with other objects not belonging to us.
6. At the customer's request, we shall release the securities owed to us, when the liquidable value of our securities exceeds the securing receivables by more than 20 %; we reserve the right to select the securities to be released.
Sect. 6 Transfer of risk
Unless stated otherwise in the order confirmation, the risk of accidental perishing of the goods / accidental impairment of the goods with the transfer to the customer when the shipment is bought (namely, with the delivery of the object(s) to the carrier, the freight fowarder or other person or body charged with carrying out the shipment) as well as when partial deliveries take place or when we have taken on other services, e.g. the shipment costs or delivery.The handover is considered as accepted, even if the customer defaults in his acceptance of the goods.
Sect. 7 Warranty claims
1. At our own option, we provide a warranty for defective goods consisting of either rectification of a defect or replacement goods.At our discretion and free of charge, all parts are to be renovated or resupplied which, as a result of circumstances before the transfer of risk, prove to be defective or seriously impaired in terms of their utility.All replaced parts remain our property.
2. If the supplementary performance fails, the customer may, as a matter of principle and at his option, either request a reduction to the payment (reduction) or cancel the contract (recission).In the case of only a minor breach of contract however, especially in the case of only minor defects, the customer does not have any right of recission.
3. The customer must notify us of obvious defects in writing within a deadline of two weeks from the receipt of goods; otherwise, the possibility of making a warranty claim is excluded.Punctual posting is enough to satisfy a claim.The customer is obliged to submit full proof in order to substantiate all claims: The especially relates to the defect itself, the date of establishing the defect and the timeliness for submitting the notification of defects.
4. If the customer selects recission from the contract on account of a legal or material defect following failed supplementary performance, he shall not be entitled to any damage claims due to a defect.
If the customer selects compensation for damages following failed supplementary performance, the goods remain with the customer if this is reasonable for him.The compensation for damages is limited to the difference between the purchase price and the value of the defective object.This does not apply if we have caused the breach of contract fraudulently.
5. The warranty period is one year from the delivery of the goods.This does not apply if the customer did not notify us of the defect in a timely manner (point3 of these provisions).
6. As a general rule, only the product description applies as the agreed characteristics of the goods.Public statements, promotional material and advertising do not represent a contractual statement of the characteristics.No warranty is assumed for damage which arises due to unsuitable or improper use, natural wear and tear or incorrect/neglectful treatment, in as far as it is not attributable to fault on our part.Furthermore, within the scope of what is customary, no warranty is assumed for only insignificant deviations from samples, earlier deliveries with specific dimensions and weights and colour deviations.
7. Unless agreed otherwise in writing, the customer does not receive guarantees (in the legal sense) through us.
Sect. 8 Liability restrictions
1. In the case of slightly negligent breaches of duty, our liability is restricted to the foreseeable, immediate average damages that are typical for the type of contact.This also applies in the case of slightly negligent breaches of duty on the part of our legal representatives or vicarious agents.We are not liable in the case of slightly negligent breaches of non-essential contractual obligations.
2. The aforementioned liability restrictions do not affect customer claims relating to product liability.Liability restrictions in the case of physical injuries and damage to health which is not attributable to us/in the case of the loss of the customer's life also apply.
3. Customer claims for compensation on account of a defect fall under the statute of limitations one year after the goods are delivered.This does not apply if we are accused of fraudulent intent.
Sect. 9 Final provisions
1. The law of the Federal Republic of Germany applies.The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply.
2. If the customer is a merchant, a legal body under public law or special assets under public law, the location of our main office shall be the exclusive place of jurisdiction for all disputes arising from this contract.The same applies if the customer does not have a general place of jurisdiction in Germany or if the place of residence or usual place of residence is not known of on the date when legal action is brought.
3. If individual provisions of the contract with the customer (including these terms and conditions) are, or become, wholly or partially ineffective, the validity of the remaining provisions shall not be affected.The wholly or partially ineffective regulation shall be replaced by a regulation that comes as close as possible to the desired economic intent of the ineffective regulation.
Zum Eisenhammer 25
Telephone +49 (0) 29 92-97 19-0
Fax +49 (0) 29 92-21 40