1.1 Our Terms and Conditions of Sale and Delivery shall apply exclusively to all our business relationships which we enter into with companies within the meaning of Section 14 of the German Civil Code (hereinafter referred to as "Contractual Partner" or "Customer") for the first time, on an ongoing basis and in the future from 1 April 2002, even if they are not referred to again when the respective contract is concluded.
1.2 We do not recognise any terms and conditions of our contractual partner that deviate from our terms and conditions, even if we do not expressly object to them. All changes require our written confirmation in order to be legally valid.
2.1 Our offers are generally non-binding and subject to change, unless they are expressly labelled as binding offers. The sending of price lists is not to be regarded as an offer. The technical data, intended use information and product illustrations contained in our advertising and/or in our brochures and other sales documents do not constitute an offer to conclude a guarantee contract within the meaning of § 443 BGB.
2.2 The order of goods and/or services contains the binding offer of the contractual partner to purchase the goods/services. We are entitled to accept the contractual offer contained in the order within two weeks of receipt of the order. We may accept the offer in writing or by delivering/performing the ordered goods/services to the customer. We reserve the right not to accept orders, even without a written statement or further justification. In case of doubt, our silence after expiry of the acceptance period shall be deemed to be a rejection.
2.3 All offer documents, such as drawings, samples, calculations etc. shall remain our property. They may not be reproduced or made accessible to third parties in any other way without our written consent. All documents must be returned to us immediately upon request.
3.1 The delivery and performance deadlines specified by us are non-binding and subject to change; they may change due to delays in delivery, production or disruptions in operations. In the event of subsequent amendments or additions to the contract, the delivery periods and dates shall commence anew or be postponed accordingly, even if they have already been confirmed by us, unless otherwise agreed with the contractual partner in the individual case in question.
3.2 Partial deliveries or partial services are permissible and shall oblige our contractual partner to pay the proportionate remuneration, unless the partial delivery or partial service was expressly prohibited in writing by the customer.
3.3 In the case of call-off delivery orders, the entire order quantity shall be deemed to have been called off by the contractual partner one calendar month after expiry of the period agreed for the call-off or, in the absence of an agreed period, three calendar months after conclusion of the contract.
3.4 Our deliveries are "ex works" (EXW). In the event of delivery "ex works", the seller's and buyer's obligations shall be determined in accordance with the International Commercial Terms in their current version, even if no transport costs have been charged.
3.5 If we are in default of delivery for reasons for which we are responsible, our liability shall be limited to the foreseeable, direct average damage.
3.6 If, at the customer's request, dispatch is delayed compared to the agreed delivery date, the customer may be charged a storage fee of 1% of the value of the goods for each month or part thereof after one month.
4.1 If the customer is in default of acceptance or violates other obligations to co-operate, we shall be entitled, without prejudice to our rights under clauses 3.2 and 3.3, to withdraw from the contract at our discretion and to demand compensation for the damage incurred by us as a result, including additional expenses.
4.2 In the event of default of acceptance, the risk of accidental loss or accidental deterioration of the delivered goods shall also pass to the customer at the point in time at which the customer is in default of acceptance.
5.1 Our prices are generally quoted in EURO net cash, ex works plus shipping and packaging costs, unless otherwise agreed in writing. Statutory levies, customs duties and taxes are to be paid separately in the amount applicable at the time of invoicing.
5.2 Price changes are permissible if there are more than six weeks between the conclusion of the contract and the agreed delivery date. If wages, material costs, etc. increase thereafter until completion of the delivery, we shall be entitled to increase the price appropriately in line with the cost increases.
5.3 Our invoices are due for payment within 30 days net cash after the invoice date, in the case of small quantities and services after 10 days net.
5.4 If the due date is exceeded, the Buyer shall be in default of payment even without a reminder. If a significant deterioration in our contractual partner's financial situation occurs after conclusion of the contract, in particular if our claim to payment is jeopardised, we shall be entitled to declare all claims due immediately and to demand advance payments or the provision of security for future deliveries.
5.5 In the event of late payment or deferment of payment, we shall be entitled to charge interest on the purchase price at a rate of eight percentage points above the respective base rate of the European Central Bank p.a. without further proof.
5.6 We shall be entitled to charge a processing fee for each written reminder of an invoice that is sent after default has occurred.
5.7 The customer may only offset counterclaims against us if the counterclaim to be offset is undisputed or has been recognised by declaratory judgement. The customer is only authorised to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship with us.
If special tools or devices are manufactured for non-standard products at the request of the customer, these shall be invoiced to the customer. These costs are due in the following instalments: 1st third net 10 days after order confirmation, 2nd third net 10 days after sampling, 3rd third net 30 days after sampling. Any necessary costs for wear and tear, repairs and modifications may be charged to the customer as appropriate.
All goods delivered by us shall remain our property until the purchase price has been paid in full (including any transport costs). However, the customer shall be entitled to process and/or resell the goods in the ordinary course of business. The handling and processing by the customer shall always be carried out in our name and on our behalf. The customer hereby assigns to us any resulting claims in the amount of our invoiced claim, including statutory VAT. We accept the assignment. The customer shall remain authorised to collect these claims. Our authorisation to collect claims remains unaffected by this. However, we undertake not to collect the claim as long as the customer is not in arrears with payment of the purchase price. If the customer defaults on payment of the purchase price, his authorisation to process, install and/or resell the reserved goods shall lapse.
8.1 In principle, only our product description is agreed as the quality of the goods. Public statements, promotions or advertising do not constitute a contractual description of the quality of the goods.
8.2 The customer is obliged to fulfil his duties of inspection and notification of defects in accordance with § 377 HGB (German Commercial Code). Goods delivered by us shall be deemed to have been approved in accordance with the contract if we do not receive written notification from the customer within 10 days of receipt of the goods, but no later than 14 days after their delivery ex works, stating specifically which complaints have been raised. In the case of partial deliveries, this refers to each individual partial quantity. Differences in quantity of less than 5% in the case of mass-produced items do not entitle the customer to give notice of defects. Unless otherwise agreed in writing, our deliveries shall be made to the standard existing at the time of the order.
8.3 Hidden defects must be notified by the Buyer immediately after discovery of the defect, but at the latest within six months of delivery.
8.4 A complaint shall not entitle the Buyer to withhold payments due or to refuse acceptance of further deliveries.
8.5 Subject to timely inspection and notification of defects in accordance with § 377 of the German Commercial Code (HGB), we provide a warranty subject to the following conditions:
8.6 We do not guarantee that products are free from third-party property rights.
8.7 The customer does not receive any guarantees from us in the legal sense.
We shall not be liable for slightly negligent breach of insignificant contractual obligations. Otherwise, in the event of slightly negligent breaches of duty, our liability shall be limited to the foreseeable, contractually typical, direct average damage according to the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives, executives and vicarious agents.
Verbal collateral agreements shall only be deemed part of the contract if they are confirmed by us in writing. Should a clause of these contractual conditions be wholly or partially void and/or ineffective, the remaining provisions shall not be affected by this. Instead, an invalid provision shall be replaced by a provision that comes as close as possible to the economic intent of the invalid provision.
The law of the Federal Republic of Germany shall apply exclusively to all legal relationships. The place of jurisdiction and place of fulfilment for all services is our registered office.
Status: April 2002