All deliveries and services shall be made on the basis of our General Terms and Conditions below, even if we do not make specific reference to them in individual cases. Their validity can only be excluded in whole or in part by express agreement in the individual transaction. General terms and conditions of contract and business, in particular the Purchaser's terms and conditions of purchase, shall not apply to our deliveries and services unless we expressly recognise them. We shall not be bound by them even if we do not specifically object to them in individual cases. If the customer does not object to our order confirmation within one working week after receipt of the order confirmation, our terms and conditions of business shall be deemed to have been accepted in full and without restriction. The acceptance of our deliveries and services shall in any case include the acknowledgement of our terms and conditions of business without any reservations and the waiver of the ordering party's own form-based conditions. The same shall apply to the making of the down payment and the first payment by the ordering party. The following applies in detail:
Unless otherwise agreed, all offers are subject to change. Orders shall only become binding for us with regard to the type and scope of delivery through our order confirmation. The obligation to deliver shall only come into effect after the order has been duly confirmed.
Our prices are in any case subject to change unless our confirmation contains the note "fixed prices". We reserve the right to change prices and discounts in the event of wage increases as well as increases in raw material prices and other production costs.
III. terms of payment
- Our invoices are due for payment 30 days after the invoice date without any deductions. We grant a 2% discount for cash payment within 10 days of the invoice date.
- We can request references from unknown companies. Deliveries abroad against submission of best references, against letter of credit or documents. Should circumstances arise after the conclusion of the contract, according to which the security of the claims against the customer appears doubtful, we can demand advance payments.
- We reserve the right to reject accepted bills of exchange as a suitable means of payment at any time without giving reasons and to demand immediate cash payment.
- If the customer is in default of payment of an invoice, this shall result in all other outstanding invoices from us becoming due immediately.
- The Purchaser shall not be entitled to withhold payments due to notices of defects unless the withheld payment is in reasonable proportion to the defects claimed.
IV. Terms of delivery
- Shipment is ex works or ex warehouse. Transport shall be at the expense and risk of the recipient, even for those consignments which are delivered carriage paid to the receiving station and even if the recipient uses his own transport personnel. In the absence of specific instructions for shipment, shipment shall be effected to the best of our judgement, but without any obligation to use the cheapest means of transport. If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day on which the goods are ready for dispatch. Otherwise, the risk - even in the case of carriage paid delivery - shall pass to the customer when the goods leave our works.
- In the event that we are unable to meet the agreed delivery deadline, the purchaser shall grant a reasonable grace period - commencing from the date of the written notice of default by the purchaser - and may only assert rights under this contract after the expiry of the grace period. This shall not apply in the event of intent or gross negligence on our part. Disruptions in business operations, in particular work stoppages and lockouts, as well as other cases of force majeure, both on our part and on the part of our suppliers, shall extend the delivery periods accordingly. The customer cannot derive any claims for damages from this. In such cases, the customer shall only be entitled to withdraw from the contract if he sends us a written reminder for delivery after expiry of the agreed delivery period and the delivery is not made to the customer within 8 weeks after receipt of the reminder letter from the customer. In this case, the purchaser shall not be entitled to claim damages.
- If we do not deliver for other reasons and we are in default, then the customer may declare withdrawal and only demand compensation from us in cases of gross negligence and intent.
- We shall be entitled to withdraw from the contract if the customer has provided incorrect information about the facts that determine his creditworthiness or if he suspends his payments or if bankruptcy or composition proceedings have been filed against his assets. We shall also be entitled to withdraw from the contract if we become aware of circumstances which preclude or delay the proper performance of the contract by the customer.
V. Liability for defects
- Obvious defects must be claimed in writing within 14 days after delivery. Later warranty claims due to obvious defects can no longer be considered. All other warranty claims become statute-barred after 6 months from handover.
- In all other respects, we provide a warranty subject to the following proviso: For damage which demonstrably occurred prior to delivery as a result of defective workmanship or the use of inferior material, compensation shall be provided to the extent that the item is either replaced by a new one or repaired at our expense at our discretion. The customer shall grant us the necessary time and opportunity to carry out these actions, otherwise we shall be released from the obligation to remedy the defect. The customer's claims to rescission of the purchase contract (redhibitory action) or to reduction of the purchase price (reduction) are excluded, unless a replacement delivery or rectification is impossible for us within a reasonable period of time.
- With regard to compliance with the prescribed dimensions, we reserve a margin offered by the fabrication. If special requirements are made on exact dimensional accuracy, these must be expressly stated and agreed in each individual case when placing the order.
- We accept no liability for the consequences of improper use of our goods, overloading or the like. If the goods are exposed to constant, extreme weathering or extreme environmental influences when used as intended, or are subject to the effects of aggressive substances or if this is to be feared, suitable resistant materials (e.g. stainless steel) must be selected by the buyer when ordering the goods. We do not accept any liability for the consequences of using goods that are not suitable for such influences.
VII Retention of title
- All goods delivered by us shall remain our property until full settlement of the current account receivables, even after sale to third parties. The resale of the goods delivered under retention of title is permitted in the ordinary course of business. The claims arising from the resale shall be deemed assigned to us.
- In the event of composition or bankruptcy proceedings, the customer is obliged to make the goods known to any third party as our property by means of signs or in any other way before the proceedings are initiated. As long as a claim exists on our part, we are entitled to demand information from the customer at any time as to which goods delivered under retention of title are still in his possession and where they are located. Furthermore, we are entitled to inspect and retrieve these goods at any time at the place where they are located.
- The customer bears the risk for the goods delivered by us and is obliged to store them carefully and to insure them sufficiently against loss (theft, fire, etc.); he hereby assigns to us in advance the claim against the insurance company in the event of damage, namely a first-rank partial amount in the amount of the purchase price of the goods delivered by us under reservation of title. This shall also apply if the insurance does not cover the entire damage in full, so that in such a case we are not referred to a pro rata compensation.
- If the delivered goods are combined with another item in such a way that they become an integral part of this item, the customer hereby assigns to us co-ownership of this item in the ratio of the values of the combined items, which he shall insofar take into custody on our behalf. In the event that the delivered item is combined with a piece of real estate, the customer shall be obliged, at our request, to provide adequate security elsewhere for our claims existing at that time and future claims within the scope of the business relationship. The purchaser is obliged to inform us as soon as possible of any seizures by third parties, in particular seizures, etc. The purchaser is also obliged to inform us of any other claims.
- The pledging or transfer by way of security of our goods is excluded. The purchaser's claim from the transfer is already assigned to us now with all ancillary rights, irrespective of whether the reserved goods are delivered without or after processing or whether they are delivered alone or together with other objects. In the latter cases, the claim is assigned to us in the amount of the share of the value of our goods. In the event of a resale, the customer shall be obliged to provide us with the name and address of the customer at any time upon request. The claims arising from bills of exchange accepted by the customer on account of payment or in lieu of payment are hereby assigned to us. The handing over of the bills of exchange shall be replaced by the fact that the customer shall keep the accepted bills of exchange in safe custody for us. The claims assigned to us serve as security for all our claims, including those arising in the future.
VIII. Subsidiary agreements
All promises and agreements, including agreements made by telephone, telegraph or telex, which contradict or go beyond any of the above terms and conditions, as well as amendments of any kind, in particular to the terms of payment, require express written confirmation from us if they are to apply. This applies in particular to all verbal ancillary agreements and ancillary agreements made by our sales representatives. This also applies to amendments to or exclusion of our General Terms and Conditions. Any terms and conditions of purchase shall be irrelevant to us as they contradict our General Terms and Conditions of Business, which shall prevail in case of doubt. Unilateral changes to these terms and conditions, in particular the terms of payment, by the purchaser are not permitted and are not binding for us. For the commercial processing of our deliveries or services, we store and process personal data of the ordering party and use these within the scope of the purpose of the concluded transaction.
IX. Place of performance, place of jurisdiction, miscellaneous
- The place of performance for all obligations arising from the contract is the registered office of the supplier. The place of jurisdiction shall be, at the discretion of the supplier, the registered office of the supplier or of the customer and, in the case of actions on bills of exchange and cheques, also the place of payment. In the event of subject-matter jurisdiction of the regional court, the jurisdiction of the local court shall also be deemed agreed at the discretion of the supplier.
- The possible invalidity of individual provisions shall not affect the validity of the remaining provisions and of the entire contract. In the event that one of the aforementioned provisions is nevertheless ineffective, the provision that comes closest to this economically shall automatically come into force.
- In any case, only German law shall apply when foreign law is rejected.