General Terms and Conditions
- Field of application
Our general terms and conditions apply to all traders, including: private companies, public companies, national and local government departments and national and local government-run organisations. Customers General terms and purchase conditions are not valid. This also applies if we do not confirm in writing on an individual case.
- Prices and terms of payment
1. Our prices are quoted ex works, packaging, shipping and the current relevant sales tax are excluded.
2. Costs for packaging and transport are shown separately and have to be paid by the purchaser.
3. Payments shall be made free of charge to our accounts department within 30 days after delivery date. For payments received within 10 days from date of delivery we grant a cash discount of 2%. The prerequisite of a cash discount is the settlement of all prior invoices due as well as any invoices in dispute. For payments with bill of exchange no cash discount is granted. We reserve the right to gather information on creditworthiness or to demand advance payment.
4. Should we not receive the payment within the above-mentioned period, the purchaser defaults without a reminder or the start of a new period.
5. In case of a delayed payment of the purchaser we are authorised to demand interest of 8% above the base lending rate of the European Central Bank. We reserve the right to claim any further damage due to the delay.
6. In case of the default of the purchaser we are also authorised to demand payment in advance for outstanding deliveries or to withdraw from the contract after the unsuccessful expiry of an adequate period of grace set by us and to claim for damages due for breach of duty.
7. The purchaser can only add up those outstanding accounts which have been stated indisputable and legally binding.
III. Delivery and transfer of risk
1. We are authorised to make partial deliveries as far as these are reasonable for the purchaser.
2. The risk of loss and/or the damage of the delivery is the responsibility of the purchaser also if the delivery is made carriage free when being handed over to the transport organisation or when being collected by the purchaser.
3. If the purchaser is responsible for the delays of the dispatch the risk transfers to the purchaser with our dispatch advice and is effective from that date of intended dispatch.
- Default and impossibility
1. The compliance of agreed deadlines for our deliveries requires the receipt of all documents to be supplied by the purchaser including all necessary approvals and releases, especially drawings and layout schemes as well as the observance of the agreed terms of payment. If these prerequisites are not fulfilled in time, the delays will be prolong by an adequate period; this is not valid, if we are responsible for the delays. Our deliveries are under the reserve of a complete and early enough self delivery.
2. We can invoice the purchaser for each commenced month storage warehouse charges amounting to 0,5%, maximum however total of 5% of the purchase price of the articles of the delivery, if dispatch or delivery are delayed for more than one month after notification of the readiness of dispatch. The proof of higher or lower storage charges is at the liberty of the parties to the contract.
3. If an agreed delivery time is not adhered to due to our fault, the purchaser is authorised after the expiry of an appropriate period of grace to withdraw from the contract. When exceeding the agreed delivery time with parts of the goods, the purchaser is authorised to withdraw from the entire contract, if the partial fulfilment is of no interest for him. If we fall behind when surpassing a delivery time, the purchaser can demand refund of the damage caused by the delay. The damages and/or compensation is limited to 5% of the agreed price for that part of the total delivery which can not be delivered on time or according to the contract. All further compensation claims of the purchaser are excluded in all cases of delayed delivery as far as we are not imperatively liable in cases of intention or gross negligence.
- Events of acts of God or other circumstances, for which we are not responsible and which make us the delivery difficult or impossible, e.g. mobilisation, war, commotion, strikes or lockouts in our industry sector, no matter if these circumstances arise with us, a pre-supplier or a subcontractor, authorise us to prolong the delivery adequately by the duration of the obstruction or to withdraw from the contract entirely or partially due to the not yet fulfilled part. In the same way the purchaser can withdraw from the contract, as far as its accomplishment becomes unacceptable for him. We will inform the purchaser about each case of non-availability of the goods and will refund the service in return already performed by the purchaser without any delay.
5. If the service incumbent on us becomes impossible due to a reason for which we are responsible, the purchaser is entitled to claim damages due to breach of duty. The claim for damages of the purchaser, however, restricts to 10% of the value of that part of the delivery, which can not be put into appropriate service due to the impossibility. This is not valid as far as we are imperatively liable in cases of intention, gross negligence or primary disability. The right of the purchaser to withdraw from the contract after unsuccessful expiry of an extension time set by us remains untouched.
- Reservation of title
1. The objects of the delivery (reserved goods) remain our property until fulfilment of all claims to which we are entitled from the business relationship against the purchaser.
2. In case of a current invoice the purpose of the guarantee of the reservation of title also includes the established account balance. During the existence of the reservation of title a pledging or transfer by way of security is interdicted for the purchaser and the resale is only permitted in the normal course of business and only under the condition that the reseller gets back refunding from his customer or agrees on the reserve that the property only transfers to his customer when he has fulfilled his payment obligation entirely.
3. In case the purchaser sells the reserved goods again, he already assigns his future claims from resale towards his customers with all ancillary rights at this point – inclusive of possible balance claims from current account – as a precaution. If the reserved goods are resold together with other objects without having agreed on a unit price for the reserved goods, the purchaser assigns us with priority before the remaining claim that part of the total claim which corresponds to the price of the reserved goods invoiced by us.
4. The purchaser is allowed to treat the reserved goods, to remodel them or to connect them with other objects. The treatment, remodelling or connection is done for us. The purchaser stores the new items for us with the due diligence of a businessman. The treated, remodelled or connected object is considered as reserved goods.
5. In case of treatment, remodelling or connection with other items not belonging to us we are entitled to joint-ownership of the new item amounting to that part, which results from the proportion of the value of the treated, remodelled or connected reserved goods to the value of the remaining treated goods at the time of treatment, remodelling or connection. As far as the purchaser obtains sole property of the new thing, the purchaser grants us a joint-ownership of the object created by treatment, remodelling or connection in proportion to the value of the treated, remodelled or connected reserved goods to the remaining treated, remodelled or connected goods at the time of treatment, remodelling or connection.
6. For the case of resale the purchaser assigns us his claim from the resale to his customers with all ancillary rights – inclusive of possible balance claims from current account – as a precaution. The assignment is however only valid in the amount corresponding to the value of the treated, remodelled or connected reserved goods invoiced to us. The reservation proportion assigned to us has to be paid with priority.
7. For the case of the connection of the reserved goods through the purchaser with premises or movable goods the purchaser assigns us his claim with all ancillary rights which he is entitled to as compensation for the connection – inclusive of possible balance claims from current account – as a precaution in the amount of the proportion of the value of the connected reserved goods to the remaining connected goods at the time of the connection.
8. As far as the value of all security interests, which we are entitled to exceed the amount of all secured claims by more than 20%, we will release a part of the security interests on request of the purchaser.
- Until our revocation the purchaser is authorised to the collection of the assigned claims from resale. At presentation of an important reason, especially suspension of payment, opening of an insolvency proceeding, bill protest or when comparable, founded indications exist, which suggest the inability to pay and/or the insolvency of the purchaser, we are authorised to revoke the collection authority of the purchaser. Furthermore we can disclose the assignment for security in these cases, dispose of the assigned claims as well as demand the publication of the assignment for security by the purchaser towards the customer. The purchaser is obliged to give us the information necessary for the assertion of our rights from the assignment and to hand out documents.
10. The purchaser has to notify us without delay of garnishments, seizures or other disposals or interferences of third parties.
11. At culpable offences of the purchaser against essential contractual obligations especially at default of payment, we are entitled to the withdrawal of the reserved goods after expiry of an adequate period of grace. The purchaser is obliged to the handing over. It lies no withdrawal from the contract in the retraction respectively in the assertion of the retention of title or the garnishment of the reserved goods, unless we had explained this explicitly. After prior notice we are authorised to utilize the reserved goods taken back and to satisfy from their revenue by setting-off against the open claims.
- Defects / Failings and limitation of time
1. Slight or customary in trade discrepancies in texture, consistency, appearance and workmanship do not represent any defect of quality.
2. We do not guarantee for the durability of the texture, consistency, appearance and workmanship of the ordered goods. This is also valid for the submission of samples and specimens, the hints at technical norms or if we have counselled the purchaser outside of the delivery.
3. Claims have to be asserted in written form without delay and under exact description of the delivery. For hidden defects a reprimand is delayed after the expiry of 14 days on its identification. Claims from defects delayed are excluded.
4. We make subsequent accomplishments at our expense for justified claims received in due time. If the subsequent accomplishment fails twice, the purchaser can demand decrease of the remuneration (reduction) or withdraw from the contract according to his choice.
5. Further claims of the purchaser from claims of the delivery towards us and our suppliers and agents are excluded. The claims of the purchaser from paragraph VII. Liability remain however untouched.
6. All claims become time-barred within one year after handover of goods. This is not valid for other limitation periods which have to be complied with for claims of the purchaser due to defects or deficiencies in the construction or building material and the recourse of the purchaser.
1. Claim for damages and reimbursement of expenses of the purchaser, no matter for which legal reason, especially due to contractual neglect of duty and from illegal action are excluded. This is not valid as far as we are imperatively liable according to the product liability law and in case of recourse of the purchaser, in cases of intent or gross negligence, at injuries of life, body and health and for the taking over of guarantees or the infringement of essential contractual duties. The claim for damages for the infringement of essential contractual duties is however restricted to the contract typical, predictable damage as far as no intent or gross negligence exists..
2. A change of the burden of proof at the disadvantage of the purchaser is not connected with the above-mentioned regulations.
VIII. Applicable laws and court of jurisdiction
1. For the contractual relationship exclusively German Right is valid to the exclusion of the agreement of the United Nations on contracts on International purchase of goods from 11. April 1980 (CSIG).
2. Court of jurisdiction for all disagreements arising indirect or direct from the contractual relationship inclusive of actions on a cheque or a bill, is the domicile of our company. We are however entitled to claim against the purchaser at a legal court of jurisdiction.
The German version of our General Terms and Conditions is binding.