Terms and Conditions of Sale, Delivery and Payment

The following General Terms and Conditions of Sale, Delivery and Payment shall apply exclusively to all bids we make and to all contracts entered into with us, including future bids and contracts. We hereby definitively reject the application of general terms and conditions of business of the purchaser even if we fulfill an order despite knowledge of the general terms and conditions of business of the purchaser.

1. Quotation and concluding a contract

1.1. All quotations are non-binding, in particular with respect to the pricing and delivery possibility. All agreements reached between ourselves and the purchaser with respect to executing a contract must be made in writing. If the order is not especially confirmed, the invoice shall be deemed to constitute the order confirmation. Quantities andindications of weights are only approximate.
1.2. We may correct obvious errors and mistakes made in quotations, order confirmations and invoices. No legal entitlement can arise on the basis of information provided in error which obviously contradicts our other sales documentation.
1.3. Our deliveries usually are customer specific products. The cancellation of an order is only possible before it’s production has started.

2. Prices

Prices are ex works in euro. The statutory amount of value added tax is payable on top of the prices. Save as otherwise agreed, the prices in effect in our lists on the delivery date shall apply. This also applies to part deliveries.

3. Delivery

3.1. Delivery shall be effected at our discretion either ex production works via UPS or individual agreement with the customer in customary commercial packaging. Transport costs are charged on all orders.
3.2. Delivery shall be deemed effected upon delivery of the consignment to a haulage company/freight forwarder, also if so agreed when made available for the purchaser. Risk shall transfer to the purchaser at this time, notwithstanding any insurance of the transport risk by the seller. If dispatch is delayed through no fault of our own, the goods shall be stored at the risk and costs of the purchaser. In this case our notification of readiness for shipment shall be equivalent to dispatch.

4. Delivery dates and disruptions

4.1. The precondition for commencement of the delivery period indicated by us is that all technical questions have been clarified. If the delivery period is not complied with, this shall not yet entitle the purchaser to rescind the contract or claim damages. Once we are already in default the purchaser must, subject us an appropriate extended deadline threatening rejection. Following the abortive expiration of this extended deadline, the Purchaser shall be entitled to rescind the contract; the purchaser shall be entitled to claim damages in lieu of performance in an amount equal to the foreseeable damage subject to the provisions of Section 7, only if the default was based on intent or gross negligence, moreover the liability for damages shall be limited to 50 % of the value of the goods which it was not possible to deliver on time. Claims for damages or other claims of the purchaser in excess of the aforementioned limits are excluded in all cases of delayed delivery, even after expiration of an extended deadline set for us.
4.2. The delivery period shall be deemed complied with if the goods for delivery leave the plant before expiration of the delivery period or if notification of readiness for shipment has been given.
4.3. Operational or market disruptions, fire damage, flooding, deficiency of workers, energy or raw materials, strike, lock-out, transport disruptions, official decrees and other unforeseen obstacles which are not subject to the will of the supplier, shall entitle us to extend the delivery periods for a time at least equivalent to the length of such disruption, or, if the disruption should continue for longer than six weeks, to rescind that part of the contract not yet fulfilled. Claims for damages by the purchaser are excluded in these cases too.

5. Complaints on account of defects, subsequent performance, documentation

5.1. Complaints concerning obvious defects must be filed with us immediately after delivery of the goods. Following expiration of a 30 day period after receipt of the goods the goods shall be deemed accepted at any event. No objections may be raised with respect to customary commercial deviations or to minor unavoidable technical deviations in quality, color or finishing. Complaints relating to concealed defects must be raised with us immediately after discovery thereof. Complaints which are filed late according to the provisions of this Section cannot be taken into consideration. These obligations also apply to claims to recourse pursuant to Section 478 and 479 BGB (German Civil Code).
5.2. In case of justified complaints we undertake to deliver defectfree replacement goods, modified goods, or credit the goods within a reasonable period. If no subsequent performance is effected within a reasonable period, the purchaser shall be entitled to demand a reduction in the purchase price or, albeit only in case of considerable defects, to claim damages in lieu of performance and/or to rescind the contract. No extended deadline has to be set by the purchaser if we refuse subsequent performance or if we cannot be reasonably expected to effect subsequent performance, or if a delivery date firmly agreed pursuant to Section 4.2 has elapsed.
5.3 Subject to the terms of Section 7 the purchaser shall be entitled to claim damages in lieu of performance or to claim compensation for expenses only if the defect was due to intent or gross negligence on our part. Further-reaching claims are excluded.
5.4 Claims to subsequent performance and consequential claims by the purchaser shall become time-barred subject to the terms of Section 478 and 479 BGB 12 months after the passing of risk.
5.5 The purchaser is obliged to document defects in goods which oblige the purchaser to recover goods on-sold by the purchaser. The purchaser is obliged to provide us with its own documentation and that made available to him by its customers, should he seek to claim recourse to us pursuant to Section 478 and 479 BGB. The purchaser is obliged to pass this documentation obligation on to its own customers unless they are final consumers.

6. Reserved title

6.1. We retain title in the goods delivered pending payment of all our claims against the purchaser under the business relationship including future claims and claims from contracts entered into simultaneously and at a later date. This shall also apply if some or all of the claims against the purchaser have been included in one current account and the balance has been drawn and recognized. The purchaser is entitled to process and sell the goods in accordance with the terms of the following provisions.
6.2. The purchaser’s authority to sell goods with reserved title during the ordinary course of business shall cease upon the purchaser’s suspension of payments or if insolvency proceedings are initiated against the purchaser’s assets. On-selling the goods is only then permissible if we receive, through such sale, the security rights embodied in these Conditions, in particular the claims against the respective third party customers assigned in advance. Pledging or assigning the goods withreserved title or the assigned claims as security is inadmissible.
6.3. If the security existing through the reserved title exceeds the claim to be secured by 20 %, we shall release fully paid deliveries at our discretion.
6.4. We must be informed forthwith of any attachment with notification of the pledgee. The purchaser is obliged to inform us at any time of the stocks of unprocessed and processed goods delivered by us and of the claims, proceeds and substitute products ensuing from on-selling goods delivered by us and to permit our authorized representatives to inspect warehouses and books of account. If insolvency proceedings are filed or initiated, the purchaser shall make the inspection possibilities provided for in the preceding sentence available immediately. The purchaser’s obligation to provide us with information shall remain unaffected hereby as a matter of principle. The purchaser is obliged to send us, as soon as it suspends payments and immediately after notification, a list of the goods with reserved title still in existence, including goods processed and a schedule of claims against third party debtors including copies of the invoices. If the purchaser does not comply with its obligations, we are entitled to claim damages in the amount of the value of the security and to demand the release of the goods with reserved title from the purchaser without setting an extended deadline or to demand the assignment of the purchaser’s claims for surrender from third parties.

7. General liability ruling

Save as otherwise provided for in these Conditions, claims for damages and compensation for expenses by the purchaser are excluded for whatsoever legal ground, in particular by virtue of Section 280, 282, 283,284, 286 and 311 BGB. This restriction on liability and other limitations on our liability to intent and gross negligence shall not apply in the event of compulsory liability for instance in accordance with the German Act on Product Liability or in cases of fatal or physical injury or damage to health, in case of provision of a guarantee or in the event of a violation of material contractual obligations. The amount of damages is, however, limited to foreseeable damage typical of the type of contract, except incase of intent or gross negligence. The purchaser may only rescind the contract in all cases other than those provided for under the terms hereof in case of fault on our part.

8. Payment

8.1. Our invoices are payable within 10 days.
8.2. We maintain the right to only ship on full payment to unknown customers or customers who got in default.
8.3. Incoming payments shall be offset primarily against obligations in arrears. The date of receipt of payment is the date of payment in cash or of the credit entry on our bank or postal bank account. Bills of exchange and checks are only accepted by way of performance.
8.4. All payments shall be effected without any deductions for charges and in case of claims in foreign currencies at the official rate of exchange on the due date. The costs of bills of exchange and discount charges in accordance with the rates charged by private banks shall be borne by the purchaser. Payments shall not be deemed effected until the day on which we can dispose of the invoice amount in cash at no loss. In case of default we shall charge default interest at a rate of 8 % over and above the respective base interest rate of the German Federal Bank (Deutsche Bundesbank). Advance interest cannot be granted.
8.5. Offset, exercising a right of retention and the defense of lack of performance of the contract, for whatsoever legal ground, are excluded unless the counterclaims have been ruled res judicata by a court of law or are not disputed by us. In case of objections on account of defects, the purchaser may only withhold payment to an extent which is in reasonable proportion to the defects existing.
8.6. Please note that we cannot accept the sharing of charges (SHA) for regular foreign bank transfers, all charges must be in account of the ordering party (OUR).

9. Place of performance, jurisdiction and venue

9.1. The place of performance for our service is at the registered office of our company. The place of performance for payment is at the registered office of the company.
9.2. The courts of the registered office of our company shall have jurisdiction over all claims ensuing from contracts with registered merchants under German law, public law legal entities, public lawspecial funds and persons who have no place of general jurisdiction. This shall also apply to claims arising from bills ofexchange and checks. The courts of the registered office of our company shall also have jurisdiction if the place of residence of the purchaser is unknown or if the purchaser has moved its place of residence or normal domicile abroad. If appropriate, we are entitled to take legal action at the registered office of the purchaser abroad.
9.3. All disputes shall be bound by and construed in accordance with the laws of the Federal Republic of Germany excluding the UN Convention on the International Sale of Goods.

10. General provisions

10.1. We are entitled to process and use the personal data of the business partner arising in connection with the contractual relationship to the extent prescribed by law and in order to maintain our business relationship; as far as personal data are concerned this shall be effected in due compliance with the German Act on Data Protection (Bundesdatenschutzgesetz). The purchaser waives separate notification of the initial storing of personal data.
10.2. If one of the provisions contained in our General Terms and Conditions of Sale, Delivery and Payment should be invalid, this shall not affect the legal validity of the remaining provisions.