General Terms and Conditions of Sales and Supply
1.1. We provide our deliveries and services exclusively on the basis of the following general terms and conditions. Deviating conditions imposed by the contractual partner shall apply only in so far as they are covered by these conditions; otherwise they are herewith expressly contradicted.
1.2. It is agreed that these general terms of business also apply to all further contracts without special reference having to be made to them.
1.3. Deviating agreements or amendments shall only be valid when they are concluded in writing or have been confirmed by us in writing.
2. Offers / Prices
2.1. All offers remain subject to change, as far as they have not been declared binding.
2.2. With offers designated as binding, a contract can be concluded if the buyer accepts the offer within a period of two weeks after the offer date. After lapse of this period, we are no longer bound to our offer.
2.3. Our prices do not include the current applicable value added tax. The prices are ex-works and so do not include packaging, freight, postage and insurance and other forwarding costs. In case of a net order value of less than € 50,00 we are entitled to charge a minimum quantity surcharge of € 10,00 net.
2.4. We are entitled to adapt the offer prices to increases in material costs and wages, also when our suppliers have increased their prices, if the goods are delivered later than four months after the conclusion of the contract and the increase in cost has occurred after the conclusion of the contract.
2.5. If a contract has not been concluded, samples and preliminary work performed, that has been requested by the buyer, will be invoiced to the buyer.
2.6. We reserve ownership- and copyrights to all cost estimates, drawings and other tender documents. They may be made available to third parties only with our consent.
3. Delivery / Transfer of Risk
3.1. Partial shipments are allowed and obligate the customer to carry out a corresponding proportionate payment, unless acceptance of the partial shipment is completely unreasonable. Every partial delivery is regarded as completion of a separate order as defined in these terms.
3.2. Deliveries are made ex works at the cost of the buyer. The risk for the goods shall pass to the buyer from that instant, when the goods leave the loading platform at the manufacturer’s works or upon notification that the goods are ready for dispatch. This shall include partial deliveries and instances in which we have undertaken performances like shipping, haulage and assembly of the goods.
3.3. Devices are delivered dismantled as far as required, according to mode of shipment and risk of transportation.
3.4. We only take out insurance for transportation or other forms of insurance if expressly requested by the buyer and cost is charged to the buyer.
3.5. If delivery of the goods is delayed for reasons attributable to the buyer, the buyer will bear the incurred storage costs. These will amount to a half of one percent for each full week’s delay, to a maximum however of 5% of the net value of the goods that have not been accepted. The buyer shall be free to provide evidence of a lesser damage and we are free to provide evidence of a higher one. After expiration of a reasonable period of acceptance set by us, we shall be entitled, to dispose elsewhere of the delivery item and to deliver to the buyer after a suitably extended period.
4. Delivery periods and Dates
4.1. The delivery periods indicated by us are non-binding and only approximated, unless, individually and expressly fixed contracted transactions have been agreed. They are only then applicable after having received all records, approvals, acceptances and agreed payments required for the realisation, at due date.
4.2. The delivery time begins at the earliest after receipt of our order confirmation by the buyer. The delivery deadline is met, if the delivery item has left the loading platform at the manufacturer’s works or a notice of readiness for shipment has been submitted, within the agreed period. Days of delivery periods are workdays.
4.3. In cases of force majeur or other circumstances which are beyond our control (e.g. official measures, strikes, lockouts, equipment failure, problems with material procurement, traffic stoppage etc., also when occurring at the sub supplier) then the confirmed delivery times are extended to an appropriate extent. This also applies if the above-mentioned circumstances arise during an already existing delay. If due to such circumstances, it is impossible or unreasonable for us to fulfil our obligation to deliver, we will be freed of our obligation. If the delay in delivery is longer than one month, both the buyer and we shall be entitled to withdraw from and rescind the contract.
5.1. Payment without any deductions shall be made within ten days after the receipt of the invoice unless otherwise stated.
5.2. If the fulfilment of our claim for payment is at risk due to reasons of poor financial circumstances of the buyer, occurred after date of contract, we have the right to deliver by cash on delivery, ask for advance payment, withhold goods that have not been delivered yet and stop further work and withdraw from contracts already concluded with the buyer, unless said customer will either make payment in advance or provide other satisfactory security.
6. Reservation of Title
6.1. The goods supplied shall remain as goods subject to retention of title until all existing claims of the business relation are fulfilled. The aforesaid shall apply also if individual or all claims were included in a current invoice and the balance is established and accepted. Checks are valid as acquittal only after their irrevocable redemption.
6.2. The buyer has the right to sell the merchandise in the normal course of business dealings only if he herewith cedes all claims to us, which he has toward his customer or other third party through the act of reselling. The buyer is not entitled for other disposals of the goods subject to retention of title, in particular pledging and security transfer. If goods subject to retention of title are sold unprocessed or after being processed with or connected to goods, which are sole property of the buyer, the buyer herewith cedes in full amount the claims, which arise through the resale of the goods subject to retention of title. If the goods subject to retention of title after processing/combining are sold by the customer together with merchandise not belonging to us, the buyer herewith cedes to us the claims in the amount of the value of the goods subject to retention of title and places us at the top in the order of priority. We accept this assignment. If there is an open account between the customer and his buyer, the cession not only covers the account balance recognised in § 355 HGB (Code of Commercial Law) but also any surplus of the current account relation, that without assessment and approval can be used as payment. The buyer is authorised to collect these accounts receivable also subsequent to their assignment until such authorisation is withdrawn. Our authority to collect the claims ourselves is not affected by this, but we undertake not to collect the claims, and not to revoke the authority of the buyer to collect the claims if he fulfils his financial obligations according to the rules. We are entitled to demand the buyer to inform us about the claims assigned and of their debtors, to make available all necessary information for collection, handover all relevant documentation and to advise the (third party) debtors of the assignment. Any possible processing or treatment of goods subject to retention of title is always undertaken by the buyer, for us as manufacturer, without any obligations arising for us. In case of the goods subject to retention of title being processed, linked, mixed or incorporated in goods which do not belong to the supplier, we shall have co-title to the new goods emanating here from in the proportion of the invoice value of the goods subject to retention of title to the other goods involved in the processing at the point in time of such processing, linkage, mixing or incorporation. If the buyer acquires sole title to the new goods, the contracting parties hereby agree, that the buyer will grant us co-ownership of the new goods as a proportion of the order value of the processed, linked or mixed conditional commodities, relative to the value of the other goods and shall keep the new item for us without remuneration.
6.3. The customer is committed to sell the merchandise delivered by us only on the condition, that he reserves ownership of this merchandise until full payment of purchase price is made by his buyer. The customer will also stipulate that if, due to resale, connecting, processing or combining, the reservation of ownership becomes null and void, an ownership in the newly created article or claims resulting there from will take its place.
6.4. In case there is a default of payment or an application to begin insolvency proceedings over the assets of the customer, we are entitled to demand the immediate handover of the goods subject to retention of title. Taking back goods subject to retention of title does not mean withdrawal from the contract. At the same time the fixed-term claims become immediately due for payment. Irrespective of their maturity date means of cashless payment are to be redeemed against cash step by step.
6.5. If the value of the existing securities exceeds the claims to be secured by more than 20%, on request of the buyer we are obliged to release securities, which exceed the value of 120% of our claims. The choice of the securities to be released shall be ours.
6.6. The buyer is obliged to insure the conditional commodity against any insurable damages. The buyer will transfer his claims from insurance policies to us in advance and at our request will provide evidence, that contracts have been concluded.
6.7. The buyer shall inform us immediately of any interventions by third parties on the goods subject to retention of title or claims replacing them by enclosing documents.
7. Guarantee / Liability
7.1. Possible notices of defect and complaints of any kind must be notified immediately after receipt of delivery, § 377 HGB. The rejected parts have to be returned carriage paid after prior consultation with us.
7.2. Regular Seller’s warranty is 24 months. It is reduced to 12 months, when using the goods in two-shift operation (16 hours daily) and for three-shift operation (24 hours daily) to 6 months ex delivery date.
7.3. In the event of defects, we are entitled to choose between rectifying the defects and delivering a substitute. In case of a replacement delivery we bear the costs for the replacement part including shipping to the initially agreed place of delivery, but not for removal or installation or time and expenses involved. If shipping to an other place or our services on site is requested by the buyer, then the buyer shall bear the additional cost incurred hereby. Replaced parts become our property. For the replacement part and the repair, the warranty period is the same as for the delivery item. If two attempts at rectifying the defects or at delivering a substitute have failed, or if rectification or substitution is not possible, or if we refused to proceed to the same in spite of a reasonable time period given to us, then the buyer can demand a reasonable reduction in price or withdraw from the contract.
7.4. For defects and damages, deriving from improper use or excessive strain, natural wear and tear, unsuitable or negligent handling, unsuitable operation materials, chemical influences (as far as not contractually required), we shall assume no warranty.
7.5. Claims for damages, which have not directly occurred at the delivery item (consequential loss) are expressly excluded to the extent legally permitted. We cannot be held liable for damages, which do not involve intent or gross negligence, unless the liability concerns a significant contractual obligation and/or the owner ore executive of our company.
7.6. Our liability is limited to the net value of goods delivered, from which the defective item originates. It is limited to the typical, foreseeable damage.
8.1. Where we are entrusted not only with supply but also with the assembly, this will be carried out by us according to an independent contract for services.
8.2. Our special written assembly terms will apply to such a contract.
9.1. Place of performance and jurisdiction is Balingen.
9.2. German law shall apply exclusively. The validity of the UN Purchase Law (CISG) shall be expressly excluded.
9.3. If a provision of these terms and condition becomes null and void, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a regulation which shall as far as possible satisfy the original intention of the parties.