Our General Terms and Conditions as stated below shall apply to all of our offers, orders, sales, deliveries, and services of any kind. Our Sales Conditions shall apply exclusively. Diverging, conflicting, or supplementing general terms and conditions shall become part of the agreement only if we have accepted such general terms and conditions as valid. That requirement of consent shall apply in any case, even then, if we do perform the delivery without reservation having knowledge of those general terms and conditions.
II. Binding periods, written form
Our offers are valid non-binding for six (6) weeks. Contracts are deemend as made if and to the extent that we do confirm in writing a purchase order, which we have received within such period. Agreements made with us require the written form within the meaning of § 126 BGB (German Civil Code) for becoming legally binding.
III. Titles and copyrights
We do reserve any titles and copyrights in all our written and electronic documentation (particularly in estimate of costs, designs, drawings, models, and invoices). You may disclose such titles and copyright to third parties only upon our consent in writing, and you should return such documents immediately on request.
IV. Prices, securities, payment terms
Our prices are fixed prices ex supply warehouse excluding freight, customs duties, fees, other charges, and packaging plus the statutory value-added tax applicable on the invoice date each time. They are based on material, labour, and overhead costs applicable at the time of the date of delivery stated on the order confirmation. If there shall occur any increases in costs following the conclusion of the agreement, which we are not responsible for, and which we could not foresee in terms of calculation, we shall be entitled to adjust the prices accordingly.
We do not take back any transport and other packaging material; such become the property of the Customer (except for euro-pallets/pallet cages).
In case of a total price exceeding € 10,000, we shall be entitled to require from the Customer an absolute, unlimited and unconditional guarantee issued by a German big bank.
You should pay our invoices within thirty (30) days of delivery by bank transfer. The deduction of any discount does require a separate written agreement. The notification of readiness for taking delivery or for shipment is equal to delivery. Default does occur upon arrival of such notification.
The Customer may set off any claims (even from other deals of a running business relationship) only against claims that are undisputed or that have been declared by final judgement.
In case of payment not made in time, we shall be entitled (by reservation of further going rights) to require default interest amounting to nine (9) percentage point above the base interest rate p.a. applicable each time (§ 247 BGB) without providing any special proof for this. Further, we shall be entitled to require advance payment or the provision of security if the Customer does not comply with such payment terms, or if we become aware of circumstances that are suitable to reduce his credit standing. After having set a reasonable period, we shall be entitled to withdraw from the agreement and/or to claim damages.
V. Reservation of title
The subject matter of the service that we have delivered shall remain our property until any claims out of the business relationship with the Customer have been settled (“goods subject to reservation of title”). Such reservation of title to the Customer shall remain even if we include the claims in a current invoice and if the balance has been drawn and accepted (“current account reservation”).
If the goods subject to reservation of title are processed or mixed together with other goods that do not belong to us, we shall acquire co-ownership in the new item in proportion of the value of the goods subject to reservation of title to the other processed items. The Customer is performing a possible processing and manufacturing for us without any liabilities accruing to us from this. The processed or manufactured goods serve us as security at the amount of the proportionate value of the goods subject to reservation of title. The Customer should keep such goods in a safe place with the diligence of a prudent businessman.
The Customer is entitled to sell the delivered goods and the new item that has come into being by using such goods in business dealings provided, however, that a reservation clause with the same content as the present one be agreed. This shall only apply to the extent that we did not revoke the reselling within the framework of the purpose of the guarantee. In the event of reselling the subject matter of the service, the claims of the Customer against the buyer shall pass to us.
You may not pledge the goods subject to reservation of title to a third party nor transfer such title for security until the secured claims have been paid completely. The buyer should notify us promptly in writing if and to the extent that third parties access the goods that belong to us.
You do already now assign to us your claims against third parties including all ancillary rights. The assignment covers a part of the total claim of the Customer out of the obligation, on which the further delivery of the goods subject to reservation is based amounting to the purchase price that has been agreed between the Customer and us for the goods subject to reservation of title, and which the Customer delivers to its buyer on the basis of the joint and several obligation. The claims assigned to us in this way serve for securing all and any of our claims (including such arising in the future) against the Customer under the business relationship. That is why; the assignment does apply in the stated limited amount, regardless whether and when the Customer has fulfilled our asking price for the goods subject to reservation of title in full or in part. We accept such assignment.
The Customer shall remain entitled to recover the assigned claims even after such assignment. Our authority to recover the claims shall remain unaffected. However, we undertake not to recover the claims as long as the Customer fulfils his payment obligations out of the collected proceeds, if he is not in default of payment, and if he has not filed an application for opening insolvency proceedings or such for suspension of payments. Otherwise, we may request that the Customer shall inform us about the assigned claims and about the parties liable for such, that he shall provide us with all details required for the recovery, that he shall deliver to us the appropriate documents, and that he shall notify the party liable of such assignment.
We undertake to release the guarantees that we are entitled to at the Customer’s request insofar as the value of our guarantees does exceed the claims to be secured by more than 10 %. It is incumbent on us to select the guarantees to be released.
VI. Periods, provision of services
Periods agreed for deliveries and assemblies (times of performance) are only approximate, unless otherwise expressly described as binding. They are suspended as long as we have not received the documentation, permits, and the releases to be provided and the advance payments to be made by the Customer and for such period of delay, for which the Customer is responsible. An agreed term for delivery does not start before the delivered samples have been accepted (delivery release). Subsequent modifications made by the Customer shall renew the running of the agreed period for delivery.
We have rendered our service at shipment to the Customer, as soon as the subject matter of service leaves our supply warehouse, at collection by the Customer, and as soon we have notified the Customer of the readiness for shipment. We are entitled to make partial deliveries.
If we are not responsible for the delay (particularly in case of energy shortage, importing problems, interruptions of operations and traffic, strike, acts of God or delay by our suppliers), the time of performance shall be extended reasonably. If we cannot perform after such reasonable extension either, both the Customer and we shall be entitled to withdraw from the agreement. Damage claims by the Customer are excluded, unless intent and gross negligence are involved.
If the shipment is delayed for reasons caused by the Customer, or if the Customer does not collect the subject matter of service immediately despite he has been notified of the readiness for shipment, he shall reimburse us for all expenses and damages that we have incurred however, at least for an amount of 0.5 % of the agreed price for each part of the month of such delay. The Customer is at liberty to prove that we have not incurred any damage or a smaller damage than the lump sum to be paid.