Conditions of Sale and Delivery
1. General provisions
1.1. The following conditions shall be the basis of all offers, order confirmations and deliveries. All mentioned conditions of the ordering party shall be expressly excluded.
1.2. Specifications of price and performance as well as other pledges and statements shall only be binding for the supplier if they have been submitted and confirmed in writing.
2.1. Offers shall be subject to confirmation with regard to prices and delivery possibilities, and non-binding for repeat orders.
2.2. Any inspection samples provided shall remain our property.
3. Acceptance of orders
3.1. Orders are not accepted until we have confirmed them in writing or delivered them. If there is no confirmation at the latest within three weeks, the offer is declined. For them to become effective, supplements, alterations or collateral agreements made by telegraph, telephone, or verbally, must be confirmed in writing by ourselves.
3.2. The ordering party shall be responsible for the correctness of the documentation and drawings, samples, descriptions and the like that he has to provide. Any liability by our side with regard to incorrectness in connection with such shall be excluded as long as we cannot be charged with willful intent or gross negligence.
4. Prices and payments
4.1. The prices shall be subject to confirmation and are ex works factory plus the respective statutory VAT and shipping costs (freight, packaging, insurance). In cases of postal and express shipments, the fees laid out in advance shall be charged for. Shipments shall be made for the account and at the risk of the ordering party. The packaging shall not be taken back and its cost price shall be charged for if applicable.
4.2. A minimum order value surcharge will be applied to small orders.
4.3. If not otherwise agreed, payment shall be made within 14 days with 2% cash discount, or within 30 days net cash. Payments to representatives without written authority to collect shall not be permissible.
4.4. Setoff against disputed counterclaims shall not be permissible.
4.5. The assertion of a right to refuse performance until counter-performance is effectted owing to counterclaims that have not been recognized or which have not become res judicata shall be excluded if such claims are not based on the same contractual relationship.
4.6. Checks and bills of exchange (to the extent that bills of exchange have been expressly agreed upon), shall be accepted for payments. Discounting charges and collection expenses as well as interest shall be paid to the supplier immediately.
4.7. The agreed price is based on the current costs of materials and wages. If these should change by the time when an order is delivered, then the price shall also undergo a change corresponding to the proportional changes in material costs and wages. This shall require the provision of a price escalator clause.
4.8. All the costs of payment transactions shall be charged to the ordering party.
4.9. Any unauthorized deductions from payments (cash discount deductions, fees, etc. not agreed upon) shall be charged to the ordering party with a separate invoice.
5.1. Default of payment shall be charged 5% more than the basis interest rate. For merchants, added interest shall be charged as of the due date in accordance with Paragraphs 352, and 353 of the Commercial Code.
5.2. At businesses, where no consumer participates, interest rate of 8% more above the basis interest rate will be charged.
6. Delivery period
6.1. Delivery periods shall be approximate and shall be specified in calendar weeks. No obligation shall be accepted for complying with them. If an agreed date is exceeded, then a fair and reasonable additional period of time shall be set. If the additional period of time is not met, then the ordering party may withdraw. Claims for damages, and contractual penalties, etc. shall be excluded except in cases of gross negligence or willful intent as well as of injury of life, body or health. Acts of God of all kinds, interruptions of operations and other exceptional circumstances in our factory or that of a subcontractor shall entitle us to cancel delivery obligations in whole or in part, or to postpone delivery periods without the ordering party being entitled to any claims to performance, or to damage claims, except in cases of gross negligence or willful intent. Delivery periods shall be considered as met if, by the end of such period, the articles to be delivered have left our factory or if our readiness to ship has been communicated.
7. Passing of risk
7.1. Risk shall pass to the ordering party as soon as the articles to be delivered have left the factory or the storage site, or when readiness for shipping or pick up has been reported. This shall also apply to freight-prepaid deliveries regardless of whether with one's own or outside means of transport. If a shipment should be delayed for reasons for which the ordering party is answerable, the risk shall pass to the ordering party for the period of delay.
8. Notice of defects, warranty, and liability
8.1. Articles to be delivered must be inspected immediately upon receipt. Written notification must be made of obvious defects to the supplier immediately, all other defects must be notified after receipt within one year at the latest.
8.2. In cases of justified complaints, defective goods shall be remedied, or a replacement delivery made, according to the supplier's choice. The supplier shall be granted the time and opportunity required to do so. In case the remedy or replacement delivery fails, earliest then the ordering party may demand reduction. Deliveries within the scope of a warranty shall in all cases be carried out ex works factory, including packaging.
8.3. The supplier's liability shall only follow the aforementioned agreements. The ordering party's other claims for damages arising from violation of accessory contractual obligations or impermissible actions – if they do not refer to life, body or health - or for other reasons shall be excluded unless they are based on willful intent or gross negligence.
8.4. The warranty obligation shall expire if the articles to be delivered have been treated improperly by the ordering party or third parties or if changes to it or attempted repairs of it have been made without the written approval of the supplier.
8.5. The warranty obligation shall expire for new manufactured goods at the latest one year after delivery of the goods. The warranty obligation shall be excluded for sale and delivery of used goods. The conditions of the sale of use goods shall stand for contracts with a user, the warranty obligation here for used goods shall expire after one year. 8.6. Spare parts, when removed, shall pass into the ownership of the supplier.
9. Reservation of title
9.1. The supplier shall retain the title to the articles to be delivered until all payments plus any possible costs and interest arising from the supply contract have been received.
9.2. If the ordering party alienates the goods delivered, which he shall be entitled to do within the scope of his regular business operations, then, until the complete payment of all the supplier's receivables, he already now hereby assigns to the supplier all the receivables along with ancillary rights that arise for him from his customers from such sales. If the value of the securities given to the supplier exceed the supplier's receivables by a total of more than 20%, then, upon request by the ordering party, the supplier shall to this extent be obliged to retransfer values according to the supplier's choice to a point falling short of the specified security value limit. Treated and processed goods shall count as reserved merchandise as defined by these conditions. If the reserved merchandise is processed with other items that do not belong to the supplier, or are mixed with such items such that they cannot be separated again, then the supplier shall acquire the joint ownership of the new things in proportion to the invoiced value.
9.3. The supplier shall be entitled to demand that delivered goods be surrendered if the ordering party does not fulfill his payment obligations.
10. Place of performance and venue
10.1. The place of performance shall be the company's principal place of business.
10.2. The exclusive venue for deliveries and payment conditions including check suits and bill-of exchange suits as well as all disputes that arise between the parties, provided the ordering party is a merchant who has been entered in the commercial register as a merchant, shall be the company's principal place of business.
11. Applicable law
11.1. Only the valid law of the Federal Republic of Germany shall be applied to the mutual legal relationships.
12. Binding character of the contract
12.1. The contract shall remain otherwise binding even in cases of any legal inoperativeness of individual terms of these Conditions for Sale and Delivery.