General Terms and Conditions
I. General
All orders shall only be accepted or executed on the basis of the following terms and conditions of sale and delivery. Conflicting terms and conditions of purchase are invalid insofar as they deviate from ours. They are hereby expressly rejected as a precautionary measure. Orders addressed to us shall be confirmed in the possible manner of execution. Order confirmations must be carefully checked by the customer immediately upon receipt. All details stated therein are binding for order processing. Changes must be notified in writing without delay. Failure to do so shall be at the expense of the customer.
II Offer
All our offers are subject to change. They shall only become binding upon written confirmation. Only written agreements shall become part of the contract. Verbal collateral agreements, supplements and amendments shall only be effective if confirmed by us in writing.
III Prices and terms of payment
Our prices are quoted in EURO ex works, freight and packaging shall be
for the account of the customer. If cost factors (e.g. raw materials, energy costs, taxes and public charges) change after conclusion of the contract, we reserve the right to change prices unless fixed prices have been expressly agreed. In this case, the customer will be informed immediately of the price change. The invoice amount is due for payment three days after the date of issue of the invoice. For payments credited to our account within 10 days or received by us within 8 days, we grant a 2% discount. Amounts under EUR 50 as well as contract work – are payable immediately without deduction. Discountable bills of exchange shall only be accepted on the basis of express agreement and – like checks – only on account of payment. Credit notes for checks and bills of exchange are always subject to redemption on the day on which we can dispose of the amount. The usual bank discount and collection charges will be charged. They are to be paid immediately in cash. No interest on arrears can be charged in the event of default. If payments are suspended or payment terms are not complied with, the invoice amount shall become due immediately in cash. Payments are always offset against older claims. If it becomes apparent after conclusion of the contract that there are justified grounds for fearing that the customer will not fulfill a significant part of his obligations, we may postpone the fulfillment of our obligations until appropriate security has been provided or demand performance step by step. If the customer is not prepared to perform concurrently or to provide security despite being requested to do so, we may withdraw from the contract if we have not yet fulfilled our obligations. If the customer has made false statements about facts that determine his creditworthiness, we can withdraw from the contract by written declaration.
IV. Delivery
Delivery times are quoted from the date of our order confirmation. If the delivery times confirmed by us are delayed, the customer may only withdraw from the contract or claim damages for non-performance if he has previously set us a grace period of at least 3 weeks under threat of refusal and this period has expired without result. A claim for compensation for indirect damages is excluded – except in cases of
intent and gross negligence – is excluded. The delivery period shall be extended appropriately in the event of industrial disputes and unforeseen events (e.g. operational disruptions, delayed delivery of raw materials, force majeure, etc.). If a delivery is delayed for these reasons, both claims for damages and withdrawal from the contract shall be excluded. We are entitled to make early and partial deliveries. In the case of deliveries of special tools, it is permissible to exceed or fall short of the ordered quantities by 10%.
V. Dispatch
Shipment is at the expense and risk of the customer. Packaging shall be charged at cost price.
VI Warranty and complaints
Obvious defects must be reported in writing within 8 days of receipt of the goods. Defective goods must be sent in for examination
carriage paid. If the delivery item is defective or lacks warranted characteristics, we may, at our discretion, either repair or replace the goods. We shall be entitled to a one-off right to redelivery or two
attempts at rectification. If the replacement delivery or the rectification of defects fails after a reasonable period of 3 weeks, the customer may, at his discretion, demand a reduction in payment or rescission of the contract. In the event of culpably unjustified complaints which we have been commissioned to rectify, we shall invoice the costs incurred by us. We shall not be liable for consequential damage caused by defects which are not due to intentional or grossly negligent breach of contract by us or our vicarious agents, unless a warranty of quality exists which is intended to protect against the consequential damage claimed.
VII Retention of title
All goods delivered by us shall remain our unrestricted property until full payment of all claims, including future claims, against the customer. If our goods are mixed or combined with other items and our ownership of the goods subject to retention of title expires as a result, it is hereby agreed that the customer’s ownership or co-ownership rights to the mixed stock or the uniform item shall pass to us to the extent of the invoice value of our goods subject to retention of title and the customer shall store these for us free of charge. The items resulting from the combination or mixing are reserved goods within the meaning of these general business relations. As long as our retention of title exists, the customer is not entitled to assign or pledge the goods to a third party by way of security. In the event of seizure and confiscation by third parties, the customer shall draw attention to our ownership and inform us immediately. The costs of any intervention proceedings shall be borne by the customer. The customer is entitled to process and sell the reserved goods in the ordinary course of business. The customer hereby assigns to us the claims arising from the resale or any other legal reason with regard to the reserved goods to secure our claims in the amount of the invoice amount on which the delivery is based, including a 20% security surcharge. If there is an excess security on our part which exceeds the value of the secured claim by more than 20%, we shall be obliged to reassign this amount upon request. At our request, the customer shall be obliged to provide detailed evidence of the claims against third parties that have arisen in respect of the reserved goods. In the event of default, we may disclose the assignment to the third party and collect the claims ourselves or demand that the customer discloses the assignment to the third party with the condition that payment is made exclusively to us up to the amount of the claims we are entitled to against the customer.
VIII. Place of jurisdiction – place of performance – applicable law
The place of jurisdiction for all claims arising from business relations with registered traders, including those arising from bills of exchange, checks or legal dunning proceedings, is Bergisch Gladbach, unless another place of jurisdiction is prescribed. The place of performance is Bergisch Gladbach. The contractual relationship between the buyer and us shall be governed exclusively by German law.
IX. Validity of the provisions
The invalidity of one or more of the above provisions shall not affect the validity of the remaining provisions.