General Terms and Conditions of BusinessInclusion of the General Terms and Conditions of Sale and Payment
- Our deliveries and services take place exclusively on the basis of these General Terms and Conditions of Sale and Payment. They are an integral part of all contracts agreed with us and will apply to future purchase agreements even if they are not explicitly stated again.
- Changes to our General Terms and Conditions of Sale and Payment or ancillary agreements by our employees need our express written consent in order to become valid. Any amendments to this stipulation of Paragraph 2, Sentence 1 need to be made in writing.
- If our business partners’ Conditions of Purchase and Payment do not correspond in terms of content with our General Terms and Conditions of Sale and Payment, they are only legally binding for us if they are recognised by us in writing at the time of contract.
- Our offers are subject to change at any time, subject to the goods being unsold.
- Deliveries and special arrangements made by our field sales representatives are only valid if they have been confirmed by us in writing.
- Information in brochures, advertisements and leaflets is non-binding, including price information.
Our employees are only authorised to give descriptions of the items available for sale. The Buyer alone is responsible for selecting the correct item.
Delivery, Delay, Impossibility
- The delivery period starts with the date given in the order confirmation, but not before the clarification of all contractual stipulations. It ends with the date of dispatch by us, unless fixed delivery dates have been agreed. Should the Buyer want to make a change to the order, the start of the delivery period is determined by the date of the confirmation of the change. We will provide immediate confirmation of the order and any changes made.
- Paragraph 1 applies to trading merchants with the proviso that the delivery dates are not binding, unless an assurance of the date is included in writing in the order confirmation.
- If circumstances beyond our control make it difficult or impossible to carry out a contract we have taken on, or delay completion of a contract, we are entitled to postpone the service fully or partly for the duration of the problem, or to withdraw fully or partly from the contract. These circumstances beyond our control include, in particular, official measures, traffic delays, strikes, a lack of raw materials, consumables or other bought-in parts, breakdowns by our suppliers etc. Should a binding delivery time be exceeded by three weeks, the Buyer is entitled to withdraw from the contract after an extension period of two weeks. The granting of this extension must be made by registered letter.
- Should a delay occur through our fault, the extension granted to us must be communicated to us in writing and must amount to one week. Claims for compensatory damages are not possible. This exclusion does not apply if one of our employees has committed gross negligence.
- The same legal consequences as in paragraph 3 shall apply in the event of impossibilities within our control.
- Shipping is at the expense and risk of the Buyer.
- Deliveries are carried out from the factory.
- The costs of acceptance of the goods and their shipment to anywhere other than the place of delivery shall be met by the Buyer.
- The Seller is entitled to determine the means of transport and shipping route at the exclusion of any liability. This exclusion of liability will not apply if one of our Senior Staff is found to have acted in gross negligence.
- Shipping insurance will be included only at the explicit request of the Buyer. The costs arising from this must be borne by the Buyer.
- Please note that goods must be checked immediately upon delivery for any possible damage sustained during shipping and any damage must be reported immediately to the carrier / driver responsible.
The risk is transferred to the Buyer as soon as the goods have left the warehouse, production site or our business premises. This also applies if the goods are delivered via navigable roadworks or other shipping or delivery methods are agreed.
- Our prices are net prices and are ex works.
- VAT is shown separately on the invoice and must be borne by the Buyer.
Persons signing the delivery note are regarded by us as authorised to accept the goods and to confirm receipt of the goods. These persons are authorised to acknowledge the record of delivery by signing the delivery note.
Liability for defects
- The Seller must be notified of any defects. Drivers, fitters, laboratory technicians and dispatchers are not authorised to receive complaints. The complaint must be made in writing. Verbal complaints or those made by telephone need written acknowledgement in order to have any effect.
- The Seller must be notified immediately of any obvious defects of quality and quantity, as well as obvious incorrect deliveries.
- Non-obvious defects of the aforementioned type and incorrect deliveries that are not immediately obvious must be reported to us as soon as they become apparent and no later than one month after delivery. If complaints are not submitted in due form and time, the goods will be deemed to have been accepted. Warranty claims will expire no later than one month after rejection of the complaint by us.
- Samples will only be considered as evidence if they are taken correctly and properly handled in the presence of one of our representatives. Furthermore, complaints will only be considered if the goods are still in the condition they were in when delivered.
- In the event of legitimate complaints, we will replace the material supplied. Alternatively we can also reimburse the lower value. Any claim for damages, whatever its nature, will be rejected.
Other claims for damages by the Buyer against us, our employees or representatives, on whatever legal basis, in particular for negligence in connection with delays due to contractual negotiations, breach of contract and/or tort are excluded, unless they are founded on intentional or gross negligence.
- Our invoices are payable within 14 days of the invoice date by cash, bank transfer or cheque without any deductions, or immediately upon delivery. Services are payable after no more than ten days, without any deductions. Bills of exchange or cheques will only be considered as payment after being successfully cashed. Failure to meet the payment deadline will put the Buyer into arrears without a further reminder from us. Interest will be charged on arrears at a rate of two percent over the current rate of the German Federal Bank. We reserve the right to demand payment in advance from customers located abroad as well as from customers who are or have been in arrears.
- If we agree to payment on acceptance, discount interest will be charged to the Buyer. All securities in our possession pertaining to the Buyer as well as all other personal or property-related securities will be due immediately without objection, if any problems arise due to a bill of exchange or cheque.
- Should we become aware, after accepting an order, of circumstances that would give us cause to question the creditworthiness of the Buyer, we are entitled to either withdraw from the contract or only to deliver after advance payment has been made or some security provided.
- We are entitled at any time to demand immediate payment or provision of security for goods already supplied or to withdraw from the contract if the economic situation of the Buyer gives us grounds to do so.
- If the Buyer is a trading merchant, he does not have the right of refusal.
- The Buyer does not have the right of retention. This does not apply to business transactions with non-traders, if the counterclaim relates to the same contract.
- The Buyer is entitled to offset only in the event that the counterclaim is undisputed or legally established.
- Until the full payment of the purchase price including invoiced VAT, as well as until the fulfilment of all demands on the Buyer at the time of delivery or later, when paying by cheque or bill of exchange up to the receipt of the confirmed amount, we reserve the right of ownership of the goods supplied or retained. This applies even if individual claims are included in open accounts and the balance has been acknowledged.
- If the retained goods are installed into other units or altered or enhanced with other components that are not supplied by us, we shall acquire joint ownership of the whole item to the value of our delivered goods including invoiced VAT.
- If the retained goods are made into another object by the Buyer using other components that are not supplied by us, we shall acquire joint ownership of the new item to the value of our retained goods and the invoiced VAT.
- In the event that the Buyer sells the retained goods, it is deemed to be agreed on concluding the purchase agreement that the outstanding purchase price resulting from the sale, including the invoiced VAT, is assigned to us in full.
- If the retained goods are sold by the Buyer together with other components not supplied by us, or sold as a new object after processing, the amount to be transferred is only the value of our delivered goods including invoiced VAT.
- If the Buyer is commissioned by a third party to build the retained goods into a machine, the resulting receivables for labour from the third party debtor is transferred to us, if a demand for the retained goods including invoiced VAT is contained within it.
- Should the security demanded by us through the assignment of a claim exceed the value of our total delivered goods by more than ten per cent, we are obliged to reassign as appropriate.
- The Buyer is entitled to resell the retained goods only on the proviso that the purchase price/ receivables for labour are transferred to us in accordance with the aforementioned provisions. The Buyer is not entitled to any other provisions; in particular to no further assignments of receivables.
- Should the third party’s purchase conditions contain a restriction on the right of assignment or should the third party make the assignment of the purchase price dependent on his consent, we must be provided with the third party’s written consent before delivery. In the event that consent is refused, when the order is placed we will be irrevocably entitled to collect the receivables arising from the resale of the retained goods and the invoiced VAT in the name of and at the expense of the Buyer. At the same time, the Buyer gives the third party an irrevocable payment order in our favour. We undertake to exercise this authority only in accordance with the provisions of § 11 paragraphs 3 + 4.
- The Buyer is obliged, on our request, to inform the third party of the transfer and to provide us with all the information necessary to enforce our claims and to hand over any relevant documents. We are at all times entitled to request that a particular document be issued regarding the transfer of a claim.
- As long as the Buyer properly complies with his payment obligations to us, he is entitled to collect receivables assigned to us on a trust basis. The revenue must also be collected in instalments and paid to us promptly. In the event of a breach of these obligations, we are entitled to announce the transfer to the third party on production of the relevant documents drawn up by the Buyer, and to collect the amount payable in his own name.
- The Buyer must notify us immediately of all access by third parties, especially in the event of seizure of our retained property.
The place of performance for both parties is the Seller’s registered office. The place of jurisdiction for bills and cheque proceedings is the Seller’s registered office.
Invalidity of individual clauses
Should any individual provision of these General Terms and Conditions be invalid, this does not affect the remaining clauses.