GENERAL TERMS OF DELIVERY AND PAYMENT
1. These General Terms of Delivery and Payment are valid for all contracts — including those made in the future — with entrepreneurs, legal persons under public law and special funds under public law regarding deliveries and other services, including work contracts, consultancy contracts, contract work and the delivery of fungible and non-fungible goods. Conditions of purchase of the customer do not apply in any case.
2. Verbal agreements, ancillary agreements, promises, guarantees and other assurances of our employees will only become binding upon our written confirmation.
3. Our offers are non-binding. Orders do not become binding until an order confirmation is provided.
4. The information and illustrations contained in brochures and catalogs are approximate values customary in the industry, unless they have been expressly designated by us as binding.
5. Unless otherwise agreed, our prices are ex factory excluding packaging, freight, postage, insurance and VAT. Unless otherwise agreed, the price list valid at the time of conclusion of contract shall apply.
6. The minimum invoice value is 50 euros net. If the minimum invoice value is not met, a processing fee of currently 8 euros will be charged.
7. If the goods are delivered packaged, the packaging is charged at cost; in accordance with legal regulations, we will take back packaging we have delivered if the packaging is returned to us by the purchaser free of carriage charges within a reasonable period of time.
8. If public charges, labor, material or energy costs or other external costs included in the agreed price change later than two months after conclusion of the contract, or if they arise again, we shall be entitled to change the prices appropriately.
Terms of payment
9. Payments must be made from the invoice date in accordance with the payment deadlines and discounts stated on the invoice, otherwise net payment is to be made immediately. Discounts apply only to the invoice value excluding freight and require that all due liabilities of the customer have been settled in full at the time of the discount. The amount due must be at our disposal on the due date.
10. If the payment deadline is exceeded, we are entitled to charge interest for late payment at a rate of 8 percentage points above the base rate of the ECB.
11. Bills of exchange are only accepted upon agreement and on condition that they are eligible for discount. Discount and collection charges are borne by the customer.
12. If after the conclusion of the contract it becomes apparent that our payment claim is jeopardized by the customer’s inability to pay, or that the customer will be in default of a not insignificant amount or other circumstances will arise that indicate a significant deterioration in the purchaser’s ability to pay (e.g. a significant downgrading of the buyer’s limit on the part of our commercial credit insurance, so that there is no coverage for the order), we are entitled to the rights specified under section 321 of the BGB (German Civil Code). We are then also entitled to make all outstanding claims from the current business relationship due and to demand immediate payment of bills of exchange in exchange for their return.
13. A right of retention and a right of offset are available to the customer only to the extent that his or her counterclaims are undisputed or legally established.
14. Returns will only be credited if our prior consent has been obtained. A credit note for resalable goods in their original packaging is made with 2/3 of the calculated value of the goods for carriage paid return.
Export and re-export
15. Since we have existing contractual obligations in many countries, our products may only be exported and re-exported with our express permission. The conditions of sale, delivery and payment applicable to the export are stated in our written offer.
16. In the case of call-off contracts, we are entitled to have the entire order produced as a closed quantity or to have it produced as such. Unless otherwise agreed, call dates and quantities are subject to our delivery and manufacturing capabilities; however, the call must at least be made known to us one month before the delivery date. If the goods are not retrieved in accordance with the contract, we are entitled to invoice them as delivered after the expiry of a reasonable period of grace or to withdraw from the contract.
17. Unless otherwise agreed, we deliver “ex works”. Decisive for the observance of the delivery date or the delivery period is the notification of the readiness for dispatch or collection by us. If the dispatch or acceptance of the goods is delayed for reasons for which the customer is responsible, the customer will be charged the costs incurred as a result.
18. Partial deliveries are permitted to a reasonable extent and may be invoiced separately by us.
19. Production-related excess or short deliveries are permissible within a tolerance of up to 10% percent of the total order quantity; the total price will change according to the delivery amount.
20. Goods declared ready for dispatch must be accepted by the customer without delay. If they are not, we are entitled to choose to ship them or to store them at the expense and risk of the customer.
21. Unless otherwise agreed, we will choose the means of transport and the route of transport.
22. When the goods are handed over to the railway, forwarding agent or carrier, but at the latest when the goods leave our warehouse or factory, the risk for all transactions, including prepaid or free deliveries, is transferred to the customer even if we have undertaken to carry out the delivery. The customer is responsible for unloading and for the cost of unloading. We will only provide insurance if requested by the customer and at the customer’s expense.
23. Our obligation to deliver is subject to correct and timely self-delivery, unless the incorrect or late self-delivery is our fault.
24. Delivery periods shall be extended to a reasonable extent in labor disputes, in particular strikes and lockouts, and in the event of unforeseeable hindrances beyond our control, insofar as such hindrances can be shown to have a significant impact on the manufacture or delivery of the goods. This also applies if these circumstances arise for our subsuppliers. These regulations apply accordingly to delivery dates. If the execution of the contract becomes unreasonable for one of the parties, then the party can withdraw from the contract.
Retention of title
25. We shall retain the ownership of the delivered goods until payment (reserved goods) until all — even conditional — claims arising from the business relationship for whatever legal reason are fulfilled.
26. The customer may only sell the reserved goods in the normal course of business under its normal terms and conditions and as long as it is not in default, provided that the claims arising from the resale pass to us. The customer is not entitled to make other disposal of the reserved goods.
27. In the event of breaches of duty by the customer, in particular in the event of default in payment, we shall be entitled to withdrawal and return after unsuccessful expiry of a reasonable deadline set for the customer; the legal provisions on the dispensability of setting a deadline remain unaffected. The customer is obliged to return the goods.
28. The claims of the customer arising from the resale or rental of the reserved goods are already assigned to us as a precaution. The entitlement to collect claims from the resale shall cease in the event of our cancellation, which is possible at the latest in the event of default by the customer.
29. The working and processing of the reserved goods are carried out for us as a manufacturer within the meaning of section 950 of the BGB, without any obligation on our part. The processed goods are considered reserved goods. In the case of processing, combining and mixing of the reserved goods with other goods by the customer, we are entitled to co-ownership of the new object in proportion of the invoice value of the reserved goods to the invoice value of the other goods used. If our title expires due to processing, combining mixing, the customer hereby transfers to us now the property rights to which it is entitled to the new item or product to the level of the invoice value of the retained goods and shall hold them in custody on our behalf at no charge. The resulting co-ownership rights are considered reserved goods.
30. The customer must notify us without delay of third-party enforcement measures against the goods subject to retention of title, the accounts receivable assigned to us or other securities and must hand over the documents necessary for intervention. This also applies to other impairments of the reserved goods.
31. If the realizable value of the existing securities exceeds the secured claims by more than 20%, we shall be obliged to release securities of our choice at the request of the customer.
32. The condition of the goods depends exclusively on the agreed technical delivery instructions. If we must deliver according to the customer’s drawings, specifications, samples, etc., the customer assumes the risk of the suitability of the delivered goods for their intended use. Assurances or warranties must be expressly designated as such in writing.
33. Material defects must be reported in writing without delay, at the latest seven days after delivery. Material defects which cannot be detected even by extremely careful examination within this period must be reported in writing immediately, at the latest within seven days after discovery.
34. If acceptance of the goods or an initial sample inspection has been agreed, complaints regarding defects which the customer could have ascertained upon acceptance or initial sample inspection are excluded.
35. If the customer does not give us the opportunity to convince ourselves of the defects, in particular if the customer does not provide the rejected goods or samples thereof upon request, the customer cannot claim any defects on the goods.
36. We can at our discretion choose to eliminate the defect or to supply a defect-free product.
37. We will only pay for expenses in connection with subsequent performance insofar as they are reasonable for us compared to the value that the goods would have without the defect and to the significance of the defect. We shall not bear any costs of the customer in connection with the installation and/or removal of the defective goods or for the self-repair of a defect or for additional expenses resulting from the fact that the goods sold and delivered are located at a place other than the agreed place of performance.
38. For breach of contractual and non-contractual obligations, we are liable for damages — including for our executives and other vicarious agents — only in the case of intent and gross negligence, limited to the typical damage foreseeable at the time the contract is concluded; Otherwise, our liability, including for defects and consequential damages, is excluded.
39. The above limitations do not apply to culpable breaches of material contractual obligations; these include the duty to deliver in good time and free of defects, as well as protection and custody duties which are intended to enable the customer to use the delivery item in accordance with the contract. Furthermore, these limitations do not apply to damage to life, limb and health, even if and as far as we have fraudulently concealed defects or have assumed a guarantee for the quality of the delivered goods and in cases of mandatory liability under the Product Liability Act. The statutory provisions on the burden of proof remain unaffected.
40. If we are in default with a delivery or other service, the customer may, in accordance with paragraphs 35 to 36, demand compensation for the damage caused by delay in addition to performance; in the case of slight negligence, however, this is limited to a maximum of 10% of the agreed price for the delayed service. The right of the customer to claim for damages instead of performance in accordance with paragraphs 35 to 36 remains unaffected.
41. Contractual claims which the customer incurs against us due to or in connection with the delivery of the goods expire one year after delivery of the goods. This period also applies to goods that have been used in accordance with their normal use for a building and which have caused it to be defective, unless this use was agreed in writing. Our liability for intentional and grossly negligent breaches of duty, damage to life, limb and health as well as the statute of limitations of statutory rights of recourse remain unaffected (§§ 478, 479 BGB).
Drawings and descriptions
42. We retain the proprietary rights and copyrights to cost estimates, drafts, drawings and other documents; these may only be made accessible to third parties upon agreement with us. Drawings and other documents relating to offers must be returned on request.
Production equipment (samples, tools, molds)
43. Production costs for production equipment (samples, tools, molds, templates) are charged separately to the customer, unless otherwise agreed. This also applies to production equipment that must be replaced due to wear.
44. For manufacturing equipment, our liability is limited to customary care. The customer bears the costs for maintenance, storage and care.
45. If the customer discontinues or suspends his cooperation with us during the production period of the production equipment, all manufacturing costs incurred until then shall be borne by him.
46. The product equipment shall remain in our possession at least until the fulfillment of the delivery contract, even if the customer has paid for it. Thereafter, the customer is entitled to demand the return of the production equipment if the customer has fully fulfilled all obligations arising from the business relationship.
47. We shall store the production equipment for up to one year after the last delivery to the customer. The duty of custody ends if the customer fails to demand the production equipment or place a new order despite a written deadline of one month.
48. If we have delivered items according to drawings, models, samples or other documents handed over by the customer, the latter shall assume liability for ensuring that third-party property rights are not violated. If third parties prohibit in particular the manufacture and delivery of such objects on account of industrial property rights, we shall be entitled — without being obliged to review the legal situation — to cease all further activity and to demand compensation for any representation obligations of the customer. The customer also undertakes to indemnify us immediately from all related claims of third parties.
49. The customer shall use all documents (including samples, models and data) and knowledge that it obtains from the business relationship only for the jointly pursued purpose and shall keep the these secret with the same care it would give to its own documents and knowledge if we designate the documents and knowledge as confidential or if we have a public interest in the documents and knowledge remaining secret. This obligation starts from the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.
50. The foregoing obligation does not apply to documents and knowledge which are generally known or which were already known to the customer upon receipt without the customer being obliged to maintain secrecy, or which are subsequently transmitted by a third party entitled to transfer or developed by the customer without using secret documents or knowledge.
51. When new sales documents are issued, all previous prices and offers become invalid. We reserve the right to make design changes and improvements to tools, as well as associated deviations from illustrations and from dimensions and weights specified in our catalog.