General Terms and Conditions
General provisions/Scope of application
1.1 Our standard Terms and Conditions of Sale shall apply exclusively; any conflicting terms and conditions of the Buyer or standard terms and conditons of the Buyer, which deviate from our own Standard Terms and Conditions of Sale, shall not be recognised by us, unless we have expressly agreed to their applicability in writing. Our Standard Terms and Conditions of Sale shall apply even if we execute the delivery to the Buyer without reservation in awareness of conflicting terms and conditions of the Buyer or terms and conditions of the Buyer deviating from our own Standard Terms and Conditions of Sale.
1.2 All contracts entered into between us and the Buyer shall not be binding unless they are confirmed by us in writing. In the event of framework agreements, individual calls shall be exempted from the obligation of the written form.
1.3 Our Standard Terms and Conditions of Sale shall also apply to all future transactions with the Buyer.
1.4 Our Standard Terms and Conditions of Sale shall only apply to merchants within the meaning of §310 para 1 BGB (German Civil Code)
Conclusion of contract, bidding documents
2.1 A contract shall only be deemed to be accepted after it has been confirmed by us by a written confirmation of order.
2.2 The transmission of bids, price lists, circular letters or general offers shall not be deemed tob e binding offers within the meaning of §145 BGB (German Civil Code).
2.3 As far as cost estimates, drafts, drawings and other documents are concerned, we reserve ownership and copyright; they may not be made available to third parties.
Prices/terms of payment
3.1 Unless otherwise stipulated in the confirmation of order, our prices shall be „ex works“.
3.2 We reserve the right to increase our prices accordingly if, after the conclusion oft he contract, cost cincreases occur, in particular following collective bargaining agreements or material price increases. Proof oft he latter shall be furnished tot he Buyer, at the latter’s request.
3.3 The purchase price shall be due for payment 50% on date of order confirmation and 50% on delivery net, free of postage and charges. If the Buyer is in default of payment, we shall be entitled to charge default interest in the amount of 8 percentage points above the respective base interest rate. If we can furnish proof of higher damage caused by such default, we shall be entitled to assert such damage.
3.4 Any advance and/or instalment payment shall not bear interest.
3.5 The Buyer shall only be entitled to offset rights, if his counterclaims have been established in a final conclusive manner, and are uncontested and recognised by us. The Buyer shall not have any right of retention in respect of contested counterclaims.
3.6 Bills of exchange shall not be accepted by us; cheques are only accepted by way of payment. Any expenses incurred in this connection as well as other fees shall be borne by the Buyer.
Delivery/period of delivery
4.1 Deliveries to all countries are made in accordance with the information provided on each order confirmation, generally ex works. The risk shall pass to the Buyer ex works
4.2 If we default in delivery for reasons for which we are not answerable, damage claims shall be excluded in the event of normal negligence. We shall, more particularly, not be answerable for cases of force majeure; such cases exempt us from delivery or performance in due time and, moreover, entitle us to discontinue our delivery without deadline for delayed delivery.
4.3 If the Buyer grants us a reasonable additional period of time whilst threatening rejection after we are already in default, he shall be entitled, after the additional period has lapsed without success, to rescind the contract; the Buyer shall not only be entitled to assert damage claims for failure to perform in the amount of the foreseeable damage if the damage is attributable to wrongful intent or gross negligence; as for the rest, liability for damages shall be limited to 25% of the damage caused.
4.4 Partial deliveries shall be admissible
4.5 Compliance with our obligation to deliver shall require the timely and proper fulfillement of the obligations of the Buyer.
4.6 If there is any deterioration in the financial circumstances of the Buyer which establish doubts in respect of his solvency, we shall be entitled to immediately discontinue the deliveries and performance and to grant the Buyer a deadline for (advance)payment or furnishing of collateral. After the period has lapsed without results, we shall be entitled to rescind the contract.
Warranty for defects
5.1 The warranty rights of the Buyer presuppose that the latter has properly met his investigation and notification obligations pursuant to §377 HGB (German Commercial Code).
5.2 If the delivered good has defects which are covered by a warranty obligation, we shall be entitled, at our option, to remedy the defect or to deliver a substitute good. If we seriously and finally refuse performance of the contract or if the remedying of the defect or substitute delivery fails, the Buyer may rescind the contract in accordance with the statutory provisions or reduce the purchase price.
5.3 Unless otherwise agreed upon hereinafter, any more extensive claims oft he Buyer- for any legal reason whatsoever- shall be excluded. We shall not, therefore, be liable for damage that has not occured in respect of the subject matter of delivery itself; we shall, more particularly, not be liable for lost profit or other financial damage of the orderer.
5.4 The afore-mentioned release from liability shall not apply if the cause of the damage is attributable to wrongful intent or gross negligence. Furthermore, it shall not apply if we have warranted a certain condition of the goods or provided any other guarantee.
5.5 In the event of minor negligent violation of essential contractual duties we shall be liable in an amount which is restricted to the typically foreseeable damage.
5.6 The warranty period shall amount to 1 years from the passing of risk
6.1 Any more extensive liability for damages than provided for in Clause 5 shall be excluded regardless of the legal nature of the claim asserted.
6.2 These provisions shall not apply to claims under the Product Liability Act. Insofar as our liability is excluded or restricted, this shall also apply to the personal liability of our employees, workers, collaborators, representatives and persons employed in the performance of our obligations.
Retention of title
7.1 We reserve title to the good delivered pending receipt of all payments under the commercial relationship with the Buyer. In the event of actions by the Buyer which are contrary to the contract and, more particularly, in the case of default in payment, we shall be entitled to take back the good and immediately rescind the contract. After taking back the good, we shall be entitled to dispose of it, and the selling proceeds shall be offset against the liabilities of the Buyer – after deduction of appropriate disposal costs.
7.2 The Buyer shall be obliged to treat the goods with care and, more particularly, to comply with the relevant DIN Standards.
7.3 Processing or transformation of the goods by the Buyer shall always be carried out by us. If the goods are processed with other items which do not belong to us, we shall acquire co-ownership in respect of the new object in the proportion of the value of our goods to the other processed items at the time of processing. For the item emerging from processing the same shall apply as for goods delivered subject to reservation. If the goods are mixed in an inseparable manner with other items which do not belong to us, we shall acquire co-ownership in respect of the new item in the relationship of the value of the goods to the other mixed items at the time of mixing. If mixing is made in such a way that the item of the Buyer has to be seen as the main item, it shall be deemed to be agreed that he transfers proportionate co-ownership to us.
7.4 The Buyer shall be entitled to sell on the goods in the ordinary course of business; he shall, however, already at this point assign all accounts receivable in the amount of the final amount of the invoice which accrue to him under the re-selling against his purchases or third parties regardless of whether the goods have been resold with or without processing. The Buyer shall be entitled to collect this claim even after assignment. Our entitlement to collect the accounts receivable ourselves shall remain unaffected. If we exercise this power we may demand that the Buyer provides us with all information necessary for collection purposes, provides us with the corresponding documents and informs the debtors/third parties of the assignemnt.
7.5 In the event of attachments or other interventions by third parties, the Buyer must inform us in writing without delay.
Passing of risk
8. Unless otherwise stated in the confirmation of order, delivery „ex works“ shall be deemed to be agreed.
Place of jurisdiction and place of performance/applicable law
9. This agreement shall be governed by German law to the exclusion of the UN Convention on the International Sale of Goods. Should one or more clauses of these Standard Terms and Conditions be invalid as a whole or in part, the validity of the remaining provisions shall not be affected. The place of jurisdiction for all claims under this business relationship shall be Lörrach.