Terms & Conditions
Area of Application
1. The following General Terms and Conditions of Delivery and Payment (Allgemeine Liefer- und Zahlungsbedingungen – hereinafter referred to as “Terms”) apply to all contracts with companies, legal entities under public law and public-law special funds for deliveries and other services, including contracts for work and services, consultancy agreements, contract work and the delivery of fungible and non-fungible items. The Buyer’s terms and conditions of purchase have no application whatsoever.
2. Verbal agreements, ancillary agreements, pledges, guarantees and other assurances given by our employees become binding only upon our written confirmation.
3. Our quotations are without obligation. Orders become binding only upon our confirmation of order.
4. The data and illustrations contained in our brochures and catalogues are the usual approximate values used in the trade, unless we have expressly described them as binding.
5. Unless otherwise agreed, our prices apply ex works excluding packaging, freight, postage, insurance and value-added tax. Unless otherwise agreed, our valid price list at the time of entering into the contract applies. The prices quoted are gross prices.
6. If the goods are delivered in a packaged state, we charge the packaging at cost; we take back any packaging we have delivered within the framework of the statutory provisions, if the Buyer returns the same to us carriage paid within a reasonable period of time.
7. If public charges, wages, material or energy costs or other third-party charges included in the agreed price undergo a change more than two months after entering into the contract, or come into being for the first time, we are entitled to modify the price to this extent.
Terms of Payment
8. Payments must be made in accordance with the dates and discounts specified in the invoices from the date of the invoice, otherwise net immediately. Discount refers always to the invoice value exclusive of freight and presupposes that the Buyer has settled all liabilities due at the time of taking the discount. Amounts below €50 – are payable without any deduction. The amount must be at our disposal on the due date.
9. In the event of late payments we are entitled to charge default interest of 8 percentage points above the relevant base interest rate of the ECB.
10. Bills of exchange are accepted only by agreement and subject to their discountability. The Buyer pays discount and collection charges.
11. If it becomes obvious, after conclusion of the Contract, that our Claim to payment is in danger due to the Buyer’s lack of solvency, or if the Buyer is in default with a quite considerable amount or if other circumstances occur which allow us to conclude a major deterioration in the solvency of the Buyer (e.g. considerable reduction of the limit of the Buyer with our trade credit insurance, so that no cover exists for the order), we hold the rights under sec. 321 German Civil Code (BGB). We are entitled to call due all receivables not yet payable that have arisen from the ongoing business relations and to require the immediate honouring of bills of exchange for their return.
12. The Buyer has rights of retention and set-off only to the extent that the Buyer’s counter-claims are undisputed or judicially confirmed as final and non-appealable.
13. For call-up Orders, we are entitled to manufacture or arrange for the manufacture of the total order quantity at one time. In the absence of any other agreements, call-up dates and quantities are subject to our delivery and manufacturing capabilities. However, we must be notified of call-up at least one month before the delivery date. If the goods are not called up in conformity with the contract, we are entitled to charge them as delivered after a reasonable period of time or withdraw from the contract.
14. Unless otherwise agreed, we deliver “ex works”. Adherence to delivery periods and dates is decided by our notification of readiness for shipment or collection. If shipment or acceptance of the goods is delayed for reasons for which the Buyer is responsible, the Buyer will be charged for the costs incurred by the delay.
15. Part deliveries of a reasonable extent are admissible and we can invoice the same separately.
16. Excess or short deliveries are admissible within a tolerance range of up to 10% percent of the total order quantity; the aggregate price changes to the same extent.
17. The Buyer must take over goods notified as ready for shipment without delay. Otherwise we are entitled to ship the goods at our discretion or store them at the expense and risk of the Buyer.
18. In the absence of any special agreement, we select the mode of transport and the transport route.
19. Even if we are responsible for delivery, the risk for all transactions, also for post-paid and free deliveries, passes to the Buyer when the goods are handed over to the railway, the transport company or the freight-forwarder or, however, at the latest upon leaving the warehouse or factory. The Buyer has the duty and the costs of unloading. We arrange insurance only on the instructions and at the expense of the Buyer.
20. Our delivery obligation is subject to our correct and timely supply by our own suppliers, unless we are at fault for the incorrect or delayed delivery.
21. Delivery periods are extended by a reasonable extent in the event of labour disputes, in particular strikes and lockouts and in the event of the occurrence of unforeseen obstructions which are beyond our control, provided that such obstructions have verifiably had considerable influence on the manufacture or delivery of the goods. The same applies if the circumstances affect our own suppliers. These provisions apply mutatis mutandis to delivery dates. If performance of the contract becomes unreasonable for one of the parties, that party may withdraw from the contract to that extent.
Reservation of Title
22. We reserve title to the goods delivered until their payment (reserved-title goods), i.e. until the satisfaction of all – including conditional – claims arising from the business relations, regardless of the basis in law.
23. The Buyer may sell the reserved-title goods only in the usual course of business subject to its usual terms of business and provided that the Buyer is not in default on condition that the receivables arising from the resale pass to us. The Buyer has no right to dispose of the reserved-title goods in any other manner.
24. In the event of a breach of duty by the Buyer, in particular default in payment, we are entitled, after a reasonable extension of time allowed to
the Buyer for performance has expired without issue, to withdraw from the contract and recover the goods; this does not affect the statutory provisions regarding the possibility of dispensing with such a deadline. The Buyer is obliged to surrender the goods delivered.
25. The receivables of the Buyer from the resale or leasing of the reserved-title goods are already now assigned to us as security. The Buyer’s right to collect the receivables from the resale is extinguished in the event of our revocation thereof, which is possible no later than at the time of payment default by the Buyer.
26. Working and processing of the reserved-title goods occurs on our behalf as manufacturer as defined in sec. 950 German Civil Code (BGB) without incurring any obligation on our part. These processed goods are deemed to be reserved-title goods. If the Buyer processes, combines or mixes the reserved-title goods with other goods, we acquire co-ownership in the new thing in the same relation as the invoice value of the reserved-title goods to the invoice value of the other goods used. If our title is extinguished by processing, combining or mixing, the Buyer already now assigns to us any rights of ownership accruing to him in the new thing to the amount of the invoice value of the reserved-title goods and keeps them safe on our behalf. The rights of co-ownership thereby created are deemed to be reserved-title goods.
27. The Buyer is obliged to inform us of any judicial enforcement proceedings by third parties on the reserved-title goods or on the receivables assigned to us or other securities without delay and supply us with the documents required for intervention. The same applies to any impairment of the reserved-title goods.
28. If the realisable value of the existing securities exceeds the value of the receivables secured by more than 20% in aggregate, we are obliged to release securities to this extent at our discretion if the Buyer so requests.
29. The properties of the goods are determined solely according to the agreed technical delivery provisions. If we have to deliver according to the Buyer’s drawings, specifications, samples, etc. the Buyer assumes the risk of suitability for the intended purpose. Assurances or guarantees must be expressly described as such in writing.
30. Material defects must be reported in writing without delay, but no later than seven days after delivery. Material defects which could not have been discovered within this period by even the most careful examination, must be notified in writing without delay after their discovery, however, no later than seven days after their discovery.
31. If the acceptance of the goods or an initial-sample test has been agreed, the Buyer cannot complain about any defects that the Buyer could have discovered during this acceptance or initial-sample test
32. The Buyer cannot invoke defects in the goods if the Buyer allows us no opportunity to satisfy ourselves of the defects, in particular, or if the Buyer does not make the goods complained of – or samples thereof – available without delay.
33. We may, at our discretion, eliminate the defect or deliver fault-free goods.
34. We pay any expenses connected with subsequent performance only if they are reasonable for us (within reasonable proportion) compared to the value of the goods without the defect and the importance of the defect. Excluded are costs of the Buyer in connection with the fitting and/or removal of the defective item, for elimination of the defect by the Buyer or for extra expenses incurred as a result of the fact that the goods sold and delivered are located in a place other than the agreed place of performance.
35. We – and our executive staff and other agents or employees – are liable to compensate for damages for a breach of contractual or non-contractual duties only in the event of intent or gross negligence, in which case liability is limited to the typical contractual damages foreseeable at the time of concluding the contract; otherwise, our liability, also for defects and the consequences of defects, is excluded.
36. The aforementioned limitations do not apply in the event of culpable breach of essential contractual duties; these include the duty to deliver punctually and free of defects as well as duties of protection and care that are intended to enable the Buyer to use the delivered goods in conformity with the contract. Moreover, these limitations do not apply in the event of culpably caused harm to life, physical injury or harm to health or if, and to the extent to which, we have maliciously concealed defects or if we have given a guarantee for the characteristics of the goods delivered or in the event of mandatory liability under the German Product-Liability Act. This does not affect any additional provisions regarding the burden of proof.
37. If we are in default with a delivery or other Service, the Buyer may demand compensation for default damages in addition to performance as specified in Articles 35 to 36, however, limited for slight negligence to a maximum of 10% of the agreed price for the performance in default. This does not affect the right of the Buyer to claim compensation for damages in lieu of performance as defined in Articles 35 to 36.
38. Contractual claims against us accruing to the Buyer from or in connection with the delivery of goods become time-barred one year after delivery of the goods. This period also applies to goods which were used for a building structure in accordance with their usual purpose and which have caused its defective nature, unless this use or purpose was agreed in writing. This does not affect our liability for breaches of duty arising from intent or gross negligence, any culpably caused harm to life, physical injury or harm to health and the time-barring of statutory rights of recourse (secs. 478, 479 German Civil Code (BGB)).
Drawings and Descriptions
39. We reserve all title and copyright to cost estimates, drafts, drawings and other documents; they may be made available to third parties only with our agreement. Drawings and other documents forming part of quotations must be returned on request.
Means of Manufacture (Samples, Tools, Moulds)
40. Unless otherwise agreed, the manufacturing costs for means of production (samples, tools, moulds, templates) will be charged separately to the Buyer. The same applies to any means of production that must be replaced due to wear and tear.
41. Our liability for means of production is limited to our own usual care. The Buyer pays the costs of maintenance, storage and care.
42. If the Buyer suspends or ends cooperation with us during the period of manufacture of the means of production, all manufacturing costs incurred up until that point in time are at the Buyer’s expense.
43. The means of production remain in our possession, even if the Buyer has paid for the same, at least until completion of the supply order. Thereafter the Buyer is entitled to demand receipt of the means of production if the Buyer has fulfilled all obligations arising from the business relations.
44. We store the means of production for up to one year from the date of the last delivery to the Buyer. The duty of storage ends if the Buyer has not asked for the surrender of the means of production, despite having been set a period of one month in writing, and the Buyer has also not placed any new order.
45. If we have delivered goods according to the Buyer’s drawings, specifications, samples or other documents, the Buyer guarantees that proprietary rights of third parties have not been breached. If third parties prohibit us from manufacturing and delivering such items by invoking proprietary rights, we are entitled, without being obliged to examine the legal position, to cease all further work and to claim compensation for damages in the event of our having to represent the Buyer. The Buyer also undertakes to indemnify us without delay against all claims of third parties in connection with the same.
46. We do not take back customized goods. The order may only be rescinded for important reasons, which invoice a responsibility on our part.
Discrepancies in weight
47.47. According to the terms of delivery based on DIN 1193.
48. The Buyer will use all documents (also including designs, models and data) and knowledge that the Buyer gains from the business relations only for the jointly pursued purposes and keep the same secret with the same degree of care as for the Buyer’s own documents and knowledge if we describe the same as confidential or have an obvious interest in their secrecy. This obligation begins with the first-time receipt of the documents or knowledge and ends 36 months after the end of the business relations.
49.The aforementioned obligation does not apply to documents and knowledge that are general knowledge or which were already known to the Buyer at the time of receipt without the Buyer being obliged to secrecy or which were conveyed thereafter by a third party entitled to pass on the same or which were developed by the Buyer without using any documents or knowledge that were to be kept secret.
Place of Performance, Place of Jurisdiction, Governing Law
50. Place of Performance, including for the duties of the Buyer, is our registered office.
51. Place of jurisdiction is our registered office. We are also entitled to bring an action before the court at the registered office of the Buyer.
52.This Contract is governed by German law and excludes application of the UN Convention on Contracts for the International Sale of Goods (CISG).
53. In accordance with the data protection law, we draw attention to the fact that we process and store all customer- and supply-related data electronically.