The following sales and supply conditions apply to the handling of our supplies and services for companies and are the basis of the orders made with us if no written contract was made to the contrary. They apply to all future business relationships even if they were not explicitly agreed upon. Agreed variations only apply to the business concerned and must be newly confirmed by us for each order. Other conditions are not subject terms of the contract even if we do not explicitly contradict them.
2. Offer and signing of the contractOur offers are subject to change and are not binding. Acceptance and all orders require our written confirmation to have legal effect. Drawings, figures, dimensions, weights, technical specifications and other performance data are only binding when they are agreed upon in writing. The content of e-mails is not considered as a written agreement. Our sales employees and representatives are not authorised to make verbal additional agreements or verbal assurances that go beyond the content of the written contract.
Prices are specified in EURO. The prices stated in our order confirmation are subject to additional Value Added Tax. If our own initial costs between the day of the order confirmation and the day of delivery change due to price adjustments by our sub-contractors or new wage rates, we are entitled to adjust the prices to the current price that is considered as agreed upon.
4. Place of execution, transfer of risk, packaging and transport
We select the type of dispatch for our deliveries from Verl, Germany (place of execution). The risk is passed over to the buyer as soon as the delivery has been handed over to the person responsible for transport or has left the place of execution for the purpose of dispatch. If the goods are ready for dispatch and the delivery or acceptance is delayed due to reasons caused by the buyer, the risk is passed on to the buyer with access to the notice of readiness for dispatch. We are entitled to package the goods as is customary in industry or to provide the appropriate transport or auxiliary materials. Packaging, transport, transport material and other auxiliary materials are charged at cost price. Transport packaging and all other packaging according to packaging regulations are not returned. The buyer is obliged to ensure the packaging is disposed of at his own cost. The buyer bears the costs and risk when the goods are transported. The ordered goods can be insured against theft, breakage, transport damage, fire damage, water damage and other insurable risks if the buyer requires it.
5. Delivery dates, periods of delivery, operational disturbances, partial performances
Delivery dates or periods that can be agreed upon as binding or unbinding require written confirmation. If we become delayed in delivering our services, we reserve an appropriate moderate extension time that shall not be under 21 days unless the buyer is no longer interested in fulfilling the contract. The buyer can assert his legal rights after unsuccessful expiry of the extension time. We are not liable for delivery and performance delays due to acts of God and events that are not our fault and that impede or prohibit us from making the delivery – including special material procurement difficulties, operational disturbances, strikes, lock outs, lack means of transport, official orders, energy supply difficulties, etc. even when these occur with our sub-contractors - even for agreed binding deadlines and dates. We are authorised by you to postpone the delivery or performance for the duration of the obstruction plus a moderate lead time or to withdraw from the contract due to the partially or completely unfulfilled part. We will immediately notify the buyer of any delivery difficulties. We are entitled to give the buyer reasonable partial performances.
6. Payment conditions, interest on arrears, due date, counter claims
The customer is obliged to pay the purchase price within 10 days of receiving the goods. At the end of the payment period, the customer is in default. Default can also be brought about before the 10 day period by a payment reminder. During default, the buyer pays additional interest of 8% above the basic interest rate. This shall not affect the right to claim further damages (if any). The buyer shall have the right to prove that no damage or less damage was incurred. We are not liable for the timely presentation of a bill of exchange, its due protest, due notice, or the return of an unpaid bill, unless we or our vicarious agents are guilty of damage by intention or gross negligence. Offset by the buyer is only practicable with an uncontested claim that has become res judicata. The buyer is not entitled to a general right of retention if he is a businessman in terms of the German HGB regulations This does not apply if the general right of retention is based on undisputed or legally valid claims. The right to claim special retention rights of the unfulfilled contract remains unaffected. If circumstances make it known that the creditworthiness of the buyer is called into question, particularly if a check is not honoured or payment stops, or when we know of other circumstances that call into question the creditworthiness of the buyer, we are entitled to make the remaining debt valid for payment even when we have accepted checks or bills of exchange. In these cases, we are also entitled to make the incumbent service dependent on pre-payment or an adequate deposit. If we are obliged to perform first, we can refuse the performance if after conclusion of the contract it becomes apparent that our counterclaim is endangered by the other party’s lack of ability to perform. A lack of performance exists for war, import and export bans, supplier failures, the introduction insolvency proceedings, forced administration or bill protests. We are entitled to set a deadline within which the buyer effects counter performance or provides security concurrently with performance. If the period expires, we are entitled to terminate the contract.
7. Claims, warranty
The object of purchase is free of faults when it has the features agreed in the contract. The agreement made effective according to clause 2 is considered as binding. Public statements and advertisements do not represent property specifications of the goods. The customer receives no guarantees in the legal sense. Manufacturer guarantees remain unaffected. The buyer must always check the delivery’s conformity to contract. If the buyer wishes to make a claim for faults, the claim is only allowed within 10 days. The time of delivery and the day of fault notification apply for the deadline. We must be immediately notified of the detection of faults that can not be detected within this deadline by carefully checking. We are entitled and obliged to choose to have the faults rectified or a replacement delivery for legitimate complaints. The buyer is entitled to set an appropriate deadline for this rectification of faults that must be at least 21 days. The buyer is entitled to ask for a reduction, withdrawal or compensation instead of the performance if the supplementary performance falls through or the deadline set expires without success. The customer is only entitled to a purchase price reduction for marginal infringements of contract particularly for slight faults. Compensation instead of performance is restricted to typical foreseeable faults that occur. The warranty is valid for one year after delivery of the object of purchase. All of clause 7 does not apply if a buyer recourses because of a claim by a consumer due to a fault of the seller (company recourse).
8. Reservation of property rights
The goods remain our property until payment of all outstanding money regardless of the legal reason and the encashment of all bills of exchange and checks even when the purchase price for special specific outstanding money has been paid. The reserved property is security for our payment balance request for an open account. The conditional goods are processed in our order and this is free of charge without other commitments for us in the manner that we are viewed as manufacturers according to German par. 950 BGB and they remain our property at every stage and degree of processing. When processing other goods by the buyer that do not belong to us, we are entitled to common property rights of the new object in relationship to the invoice value of the conditional goods and the other processed goods during the processing time. The same applies to the new object existing from the processing as the conditional goods. It is considered as conditional goods in terms of these conditions. The buyer is only entitled and authorised to resell the conditional goods due to a purchase contract, work delivery contract or similar contract as long as he is not in default and when the claim for reselling is through us. The claims of the buyer to resell conditional goods are assigned to us to secure all claims due to us from the business relationship and no matter whether the conditional goods are resold without or after processing or whether they are resold to several acceptors. The buyer is obliged by us to inform us of the assignment of payment from third-parties. If the value of our existing securities exceeds more than 20% of our total claim, we are obliged to release the securities as we choose when requested by the buyer or an third party affected by the over-securing. The buyer is not entitled to other provisions for the conditional goods. Pledges or chattel mortgages are not allowed. The buyer must inform us immediately of any levies of execution and seizures or other provisions by third parties. We are entitled to terminate the contract according to legal regulations for any behaviour that is contrary to contract, particularly default of payment. The buyer is obliged to return the goods after termination.
9. Place of jurisdiction
The place of jurisdiction for all claims and legal disputes arsing from the contract including bills of exchange is Gütersloh as long as the buyer is a businessman in terms of the German HGB, a juristic person of law or legal public assets person. The legal regulations apply here.
10. Limitation of liability
Liability only applies to infringement of immaterial contractual obligations, default for contract negotiations and prohibited dealings of intention and gross negligence. These limitations of liability do not apply to basic contractual obligations or for claims for product liability. The limitation of liability does not apply to physical injury or damage to health and loss of life attributable to us.
11. Severability clause, international sales law
If a provision of these conditions and other agreements are or become ineffective, the effectiveness of all other conditions are not affected. German law applies to the exclusion of the UN agreement of 1980 on contracts for the international sale of goods. Only the German terms and conditions (AGB) are legally binding.