TRANSLATION ONLY – GERMAN COMMERCIAL LAW APPLIES

Terms and Conditions

Fassung: September 1996

 

 

  1. General

All goods and services delivered or to be delivered, including all ancillary services, are carried out according to the following conditions even if these are not specifically referred to in each case.

The customer disclaims his own terms of trade. These shall not become part of the contract through our silence or delivery of goods; they must be confirmed in writing by us, as with every deviation from the contract. We reserve the right to make changes which we regard as necessary. All information is non-binding, unless it has been explicitly designated as binding in the order confirmation.
 
 
  1. Offers and Conclusion of Contracts
All offers are subject to change and non-binding. Orders, agreements or explanations made verbally or by telephone require written confirmation in order to have legal force.
 
 
  1. Prices
Orders for which fixed prices have not been expressly agreed shall be invoiced on the basis of our list prices valid on the date of delivery. In the case of fixed prices, both parties to the contract reserve the right to demand an appropriate modification of the agreed price in the event of changing wages, freight rates, energy costs, sales tax or customs duties, unless delivery is made within 4 months of the order confirmation. Ourquoted prices apply to delivery ex-works. Unless otherwise agreed, we charge packing costs at 2% of the gross list price.
 
 
  1. Delivery Time

If a fixed delivery date is not explicitly stipulated, the delivery dates that we provide are only to be considered approximate.

Compliance with a delivery date confirmed in writing requires the timely receipt of all documents to be furnished by the customer. This should occur at least one week before delivery. This period can be extended in individual cases if extensive preparatory work is required by the supplier. If this requirement is not met, the delivery period will be extended accordingly.

Unforeseen circumstances, natural disasters, difficulties in the provision of material, etc. will release us from keeping to the agreed terms of delivery.

We shall be entitled to arrange for a prospective delivery time after the hindrance has gone. We are entitled to send partial deliveries at any time.

If delivery is delayed, the customer is to grant an appropriate extension. If the deadline expires without result, the customer has the right to withdraw from the contract. Assertion of further rights, especially damage rights, are excluded, to the extent this is permissible by law.
 
  1. Reservation of Ownership

The goods delivered by us shall remain our property until all present and future claims against the buyer resulting from the business relationship, especially a current account balance, have been paid in full or accepted.In the case of checks and bills of exchange, payment will be deemed effected once the check or bill of exchange has been cashed. For bill of exchange payments (rediscounted bill) our reservation of ownership remains in power until the bill of exchange has been credited.

The working and processing of the goods delivered by us under retention of ownership shall always be performed on our behalf, without any liabilities arising for us from it. If the goods to which we retained the title are processed with other materials which are not our property, we shall acquire ownership or co-ownership of the new product and the customer shall keep such in safe custody with the due diligence of a responsible businessman.

The customer is entitled to sell the reserved goods within the framework of a proper business transaction as long as he is not in default of payment. Pre-pledgingor mortgaging is prohibited. Claims to which the customer shall become entitled as a result of resale or any other legal reason shall be completely assigned to us. The customer shall remain entitled to collect the sum due from the resale of the goods as long as he has not defaulted in payment to us.If the value of the supplied goods acting as security and supplied under reservation of ownership exceeds the amount to be claimed by more than 20%, we shall be obliged to release or transfer back these amounts at the customer’s request. The customer has the revocable right to collect claims assigned to us for his own account and in his own name.Thisdirect debit authorization may be revoked if our customer fails to meet his liabilities.

The customer shall be obliged to provide us with the name and address of the buyer of the reserved goods and, in the case of default of payment, shall do this immediately. In the event of third party seizures of the goods subject to reservation of title, the customer shall be obliged to point out our ownership rights and to inform us immediately of the seizure.

In case of any act by the customer in breach of the contract, in particular default in payment, we are entitled to take back the retained goods or, if applicable, demand the buyer surrender claims against third parties and that these be assigned to us. Taking back goods or seizing the reserved goods on our part shall not constitute a withdrawal from contract.

We are entitled to enter the customer’s business premises to seize goods subject to reservation of ownership.
 
 
  1. Payment

If not otherwise stated, invoices are to be paid 30 days after invoice date, with 2% discount if paid within 8 days of invoice date. Discount is not possible if the invoice amount is under 200 Euro. We are entitled to calculate payments on the oldest due claim. If costs and interest have already occurred, we are entitled to first credit the payment to the costs, then to the interest and then to the principal claim.

Any first order is to be paid by cash in advance or cash on delivery.

Cheques and bills of exchange shall only be accepted on account of performance. Bills of exchange will only be accepted on special agreement and only if they can be discounted. The customer shall carry costs for discounting and collection of cheques and bills of exchange.

Payment is only considered to have been made when the money is available to us.

If the customer defaults on payment, we are entitled to charge default interest of 2% more than the current discount rate of the Deutsche Bundesbank, or the interest actually caused. If the customer does not meet his payment obligations, a cheque is not honoured or if he stops payment, if other circumstances become known to us which cause us to question the customer’s credit worthiness, we are entitled todeclare that the whole of the outstanding debt is immediately payable. We are also entitled to demand payment in advance or securities.

If the customer withdraws from the contract without lawful reasons, he is to pay compensation to the rate of 30% of the order value of the contract products.

We reserve the right of claiming and proving greater or lesser damages.

The customer may not offset our claims with counter-claims not recognised by us, unless the counterclaim is undisputed or has been decided in favour of the customer in court.
 
  1. Warranty and Compensation

If the goods delivered are faulty in any way, or if they are lacking assured characteristics, the customer is to inform us in writing immediately upon notice of the defect, at the latest 6 months after receipt of the goods, even if the customer was sent samples in advance.

In the event of timely and justified notification of defects, we may choose between supplementary delivery, replacement delivery, repair or refunding the purchase price.

If we do not exercise this right within a reasonable period set by the customer, the customer shall be entitled to reduce the purchase price or withdraw from the contract.

The customer is entitled to do this if repairs or replacements are also unsuccessful.

Other and more comprehensive warranty claims as well as claims for damages of what so ever kind, including damages for consequential loss and expenses are expressly excluded, except in the event of a wilful or grossly negligent  breach of duty on our part.

Colour deviations in replacement deliveries are excluded from warranty claims. Unless a general warranty declaration is issued for individual articles, we shall accept warranty only in the case of an explicit written warranty promise.
 
  1. Shipping, Transfer of Risk

Unless otherwise directed, we will arrange shipment without liability using the most economical transportation route. Shipping costs and liability, including possible returns, will be carried by the customer. Liability is transferred to the customer as soon as the goods leave our premises, even if free delivery has been agreed upon.

If delivery is delayed through no fault of ours, the advice of readiness of dispatch and advice of dispatch are one and the same.
 
  1. Place of Performance and Jurisdiction, Applicable Law

Place of performance and jurisdiction for any disputes resulting from the contract is Westerburg, Germany.

The contractual arrangement is governed exclusively by German Law. The application of international sales law (IKG) shall not apply. Should one provision of the above terms be invalid, the validity of the remaining provisions will not be affected.
 
  1. Notes on Data Protection
Please note that data maintained in respect of our business relationship will be saved, §26 (1) Federal Data Protection Act.