1. General provisions
Our deliveries are exclusively subject to the conditions set forth herein which shall be deemed to be explicitly accepted by the purchaser. No conditions which may appear on the purchaser‘s order shall be binding on us, even without our express contradiction.
2. Quotations and orders
Our quotations are not binding on us. This applies also to information contained in price lists, leaflets etc.. Delivery dates stated in our quotations or given to the purchaser by any other means are approximate, and we endeavour to keep to them. Delays in delivery shall give no right to claims, unless we have explicitly confirmed such delivery dates and an adequate period of grace granted to us has expired. Orders shall only be binding on us when they are explicitly confirmed in writing, regardless of the form in which they have been placed with us. Furthermore the characteristics of our samples cannot be regarded as guaranteed characteristics.
Prices shall be valid only when confirmed by us in writing. They are exclusive of VAT at the current rate and incidentals such as postage and packing, freight, insurance etc... If delivery is made more than 4 months after the date of order, we shall be entitled to invoice the price valid at the date of despatch, even though different prices were initially confirmed. The price valid at the date of despatch shall also apply if the order was confirmed without prices. When an order on call is placed, partial deliveries shall be invoiced at the price valid at the date of despatch. Any request by the purchaser for subsequent modifications shall give us the right to amend prices.
4. Conditions of payment
Payment of the invoice amount shall become due following receipt of the invoice. Payments 30 days after the date of invoice shall be made without any deduction. If the purchaser is in default with any payment, we are entitled to claim interest for such default at the normal rate for current accounts. If greater damage can be demonstrated to have been caused by the delay, we are entitled to request compensation for such damage.
5. Set-off, right to retention
Only uncontested or legally binding counter-claims may be offset against our invoices. Any right to a retention to be exercised by the purchaser in connection with our claims is explicitly excluded.
Delivery of our goods is explicitly made on behalf of and at the risk of the purchaser. The risk shall pass on to the purchaser when the ordered goods leave our premises. The same applies if goods are collected in our premises after notification of their readi-ness. We decide at our discretion on the most economical delivery method without assuming any liability for the chosen means of delivery.
7. Specially manufactured goods
Components made according to a sample or a drawing or by special request must be taken over and paid for, unless they have a defect we are answerable for and which makes the components completely unfit for the purchaser‘s purposes. If their fitness for the purchaser‘s purposes is only reduced, the purchaser may request a reduction of payment but the contract shall not be cancelled.
We are entitled to supply quantities which are above or below the ordered quantities by up to 10%. Such deviations are usual in this trade and the deliveries are deemed as being in compliance with the contract. If delivery quantities fall below the ordered quantities there shall be no right to subsequent delivery of the missing quantity.
9. Reservation of proprietary rights
9.1 All goods supplied shall remain our property until all of our claims resulting from the contract have been paid in full. The purchaser is entitled to dispose of the purchased goods in the ordinary course of business transactions. Reservation of proprietary rights also applies to products resulting from processing, mixing up or combining our goods with goods of third parties, in which case we are considered as manufacturers. In the case where our goods are processed, mixed up or combined with goods of third parties, and the proprietary rights of such third parties remain in force, we are entitled to co-ownership according to the proportion of the amount invoiced for such processed goods. Such right to coownership shall be safeguarded by the purchaser.
9.2 The purchaser shall transfer to us, as a security, his claims against third parties resulting from the re-sale of our goods in full or in the proportion of our coownership (see subparagraph 9.1). He is entitled to collect the amount of such claims on our behalf until revoked or until cessation of his payments made to us. The purchaser is not entitled to assign these claims to third parties.
9.3 The purchaser is not entitled to mortgage or transfer the goods which are subject to reservation by way of security.
9.4 The purchaser shall advise us immediately at any seizure of our goods or of any infringement of our rights by third parties.
9.5 In case of a default in payment or a deterioration in the financial situation, we are entitled to request immediate handing over of the goods which are subject to reservation. Any time limited claims shall immediately become due.
9.6 If the value of the securities exceeds our claims by more than 20%, securities to a corresponding amount will be released by us on request at our discretion.
10.1 Claims for defects can only be considered if the purchaser has complied with his obligation to check and put forward a complaint as per § 377 HGB.
10.2 If goods have a defect attributable to us, we are obliged to provide subsequent fulfilment, excluding the purchaser's right to withdraw from the contract or to reduce the purchase price (abatement), unless we are entitled to refuse subsequent fulfilment by virtue of legal provisions. The purchaser shall grant us an adequate period of grace for subsequent fulfilment. Subsequent fulfilment may at our discretion be an elimination of the defect (rectification) or the supply of new products.
10.3 If rectification of the defect has failed, the purchaser shall be entitled to request a reduction in the purchase price (abatement) or to withdraw from the contract. Rectification shall be deemed to have failed after the second vain attempt, unless further attempts are reasonable in view of the object of the contract and can be reasonably imposed on the purchaser.
10.4 The purchaser's right to put forward further claims for damages shall remain unaffected by this.
10.5 The purchaser's warranty claims shall come under the limitation of time which is 12 months from the delivery of the goods to the purchaser, unless we have fraudulently concealed the defect. In this case, the legal provisions shall apply.
10.6 The purchaser's claims for damages shall come under the limitation of time which is 12 months from the delivery of the goods. This does not apply if the threat to life, bodily injury or injury to health is imputable to us, our legal representatives or other vicarious agents, or if we or our legal representatives have been grossly negligent, or if our vicarious agents have acted deliberately.
When delivery in accordance with the contract is not possible for reasons beyond our control, we are entitled to withdraw from the contract. Such withdrawal shall not en title the purchaser to assert any right against us.
12. Place of performance and jurisdiction, applicable law
12.1 The place of performance and the placeof venue for deliveries and payments andfor any litigation arising between us andthe purchaser shall be the headquarters ofour company.
12.2 The relations between the parties to the contract shall be exclusively governed by the law of the Federal Republic of Germany. The application of the UN Conventions on contracts for the international sale of goods is excluded.
If any provision herein is or will become invalid, such provision shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision which shall meet as closely as possible the legal and commercial purpose of the original one.