Terms and Conditions
Article 1 Application
- All deliveries, services and quotations of the Seller are based exclusively on these General Terms and Conditions of Sale and Delivery. These form an integral part of all contracts concluded by the Seller with its contractual partners (hereinafter also referred to as “Customer”) for the deliveries and services offered by the Seller. They apply equally to all future deliveries, services or quotations to the Customer, even if they are not agreed separately once again.
- Terms and conditions of business of the Customer or third parties do not apply, even if the Seller makes no special objection to their application in the individual case. Even if the Seller refers to a letter containing the terms and conditions of business of the Customer or of a third party or which makes reference to such terms, this does not constitute any consent to the application of such business terms and conditions
Article 2 Quotations and Conclusion of the Contract
- Quotations of the Seller are without obligation and not binding unless they are expressly described as such or contain a specific period for acceptance. The Seller is entitled to accept the offer to contract contained in the purchase order within two weeks of it being received by the Seller. A purchase order or other order can be accepted either in writing or implicitly by delivering the goods to the Customer.
- By ordering the goods, the Customer bindingly declares its intention to purchase the goods ordered. It remains bound to the purchase order for the duration of the acceptance period specified in No. 1, unless a longer binding period is expressly quoted.
- Binding for the legal relations between Seller and Customer is the contract of sale concluded in writing, including these General Terms and Conditions of Sale and Delivery. The contract reflects the entirety of all agreements made between the contractual parties on the subject matter of the contract. Verbal agreements of the Seller prior to the conclusion of this contract have no legally binding effect and verbal agreements between the contractual parties are substituted by the contract in text form unless they expressly show that they continue to have binding effect.
- If the Customer orders the goods by remote data transfer, the Seller will store the text of the contract and send it to the Customer on request by e-mail. In these cases, confirmation of the order is deemed to have been given if the order is not expressly rejected within 2 weeks of receipt of the purchase order.
- Details given by the Seller on the subject matter of the delivery or service, e.g. dimensions, weights, illustrations and drawings and the details and pictures contained in brochures and catalogues of the Seller (e.g. weights, dimensions, utility values, resilience, tolerances and technical specifications) are merely approximate, unless otherwise expressly agreed in writing or unless the use for the contractually intended purpose requires exact conformity to the specifications given by the Customer. Details of such kind given by the Seller on the subject matter of delivery or service are not guaranteed characteristic features, but descriptions or designations of the delivery or service. Customary trade deviations and deviations which arise by reason of legal provisions or which represent technical improvements and the replacement of building components by parts of similar quality are admissible, provided that they do not impair use for the contractually intended purpose. The same applies to other technical modifications and alterations in form, color and/or weight. Where the Customer prescribes or desires tolerances for certain quality features, these must be communicated together with the purchase order and be agreed in text form in any case before the start of production.
- If the Seller is to deliver according to drawings, specifications, samples, etc. of the Customer, the Customer assumes the risk of suitability for the intended purpose. To this extent, the Seller is liable merely for proper processing.
- Unless expressly agreed otherwise, no liability is assumed for the selection of the material quality and for corrosion damage. 8. Quantity deviations and deviations from the quality ordered up to +/-10% are usual in the trade.
- For goods which are specially manufactured for the Buyer, any residual quantities unavoidable by reason of the production process must also be purchased.
- If the Customer cancels a purchase order already placed without cause, the Seller is entitled, without prejudice to the right to claim higher damages actually suffered, to require 25% of the selling price for the costs incurred by processing the order and for lost profit. The Customer is entitled to prove that damages were lower.
Article 3 Delivery Period
- Delivery periods are binding only if they are expressly described as binding by the Seller and confirmed in writing. Otherwise the deadlines and periods for deliveries and services indicated by the Seller are merely approximate.
- The delivery period begins at the earliest always with the sending of the confirmation of order. If the cooperation of the Customer is required for the manufacture of the product ordered (e.g. must procure documents, grant or procure permits or give approvals), the period for delivery begins only after all duties of cooperation to be met by the Custom- er have been met. Where the delivery is made dependent on the payment of an advance payment sum, the period for delivery does not begin until the agreed payment has been received.
- If it should become apparent that the documents or drawings of the purchase order of the Customer contain technical ambiguities or errors, this interrupts the delivery period. The period for delivery begins anew after these have been eliminated.
- The period for delivery has been adhered to if either the product has been completed and is ready for collection from the Seller and the readiness for dispatch is notified before expiry of the delivery period or if the delivery item has left the works.
- Part deliveries are admissible within the delivery periods stated by the Seller insofar as no disadvantages arise for use, the delivery of the remaining goods ordered has been assured and the Customer incurs no considerable extra effort or additional expenses as a result (unless the Seller declares its willingness to assume these costs).
- If the Customer has awarded a call order, the goods covered by this call order must always be purchased within 6 months of conclusion of the contract, unless other agreements have been made. If the Customer issues a call order without specifying how the delivery is to be divided up, the goods must be purchased in approximately equal monthly quantities over the delivery period.
- The Seller is not liable for impossibility of delivery or for delays in delivery, if these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g. business disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortage of labour, energy or raw materials, problems in the procurement of necessary official permits, measures by the authorities or non-delivery, wrong delivery or late delivery by suppliers) for which the Seller is not responsible. Where such occurrences make the delivery or service much more difficult or impossible for the Seller and the obstruction is not merely of temporary duration, the Seller is entitled to withdraw from the contract. In the event of obstructions of temporary duration, the delivery or service periods are extended or postponed by the length of the obstruction plus a reasonable start-up period.
- If shipment is delayed at the request of the Customer or for reasons for which the Customer is responsible, the Customer owes the refund of the costs incurred for storage and financing beginning one month after notification of readiness for shipment. At the discretion of the Seller, these may be charged as a flat rate of 1% of the net invoice amount for each month commenced, however a maximum of 5% in total of the net invoice amount. This does not affect the claiming of further rights based on default.
Article 4 Prices and Payment
- Unless otherwise agreed, the prices apply ex works plus packaging costs and plus the statutory rate of value-added tax. In the case of export deliveries, the prices agreed are net of any additional public charges, duties, fees or customs duties.
- Unless otherwise agreed, services (commissioning, maintenance, installation and servicing work) are always billed additionally. These invoice amounts are – after conclusion of the relevant work – due for payment immediately.
- For purchase orders with a net goods value of less than €500.00, a minimum quantity charge of €50.00 (net) plus the statutory rate of value-added tax is applied. The minimum order value for customized manufacturing according to the specifications of the Customer equals €2,000.00 net.
- Bills of exchange are not accepted. Payment by cheque is excluded unless agreed specially in the individual case.
- The invoice amount is payable immediately. The date of payment is determined by the date of receipt by the Seller. If the Customer gets into default with payment, it must pay interest on the debt in the amount of 9 percentage points above the base interest rate during default. In the event of default, the Customer also owes a lump sum for default costs of €40.00. However, the Seller is entitled to verify and claim higher default damages.
- The Customer can only exercise a right of retention if its counter-claim is based on the same contractual relationship and if the counter-claim is undisputed or has been established with final and non-appealable effect.
- The set-off against counter-claims of the Customer is admissible only if the counter-claims are undisputed or have been established with final and non-appealable effect.
- The Seller is entitled to perform or provide still outstanding deliveries or services only against advance payment or the furnishing of security if it becomes aware, after concluding the contract, of circumstances which are suitable for significantly diminishing the creditworthiness of the Customer and through which the payment of the outstanding receivables of the Seller by the Customer under the relevant contractual relations (including under other individual orders to which the same skeleton agreement applies) is at least theoretically in danger. Non-adherence to agreed terms of payment or a refusal of cover by the trade credit insurer normally represent such circumstances. The Seller may cease work on the item for delivery until the security has been furnished.
- On request by the Customer, the Seller issues a cost estimate for the services to be performed. Remuneration based on expenses incurred is payable for cost estimates which do not lead to the conclusion of a contract. Art
Article 5 Price Changes
- Changes in prices are admissible if more than twelve months have elapsed between conclusion of the contract and the agreed date of delivery (also in the event of part-deliveries and invoices issued for down payments). In the event that there is an increase in wages, costs of materials or market cost prices (normally list price) thereafter until completion of the delivery, the Seller is entitled to reasonably raise the price commensurate with the cost increases that have occurred.
- In the event of a price increase demanded by the Seller, the Customer is only entitled to withdraw if the price increase as a percentage of the original price is more than double the percentage increase in the general costs of living between purchase order and delivery.
Article 6 Confidentiality
- Each contractual partner will use all documents (also including samples, models and data) and information that it gains from the business relations only within the framework of the business relations for the purpose of performing the order and keep them secret from third parties. The parties will allow their employees and other agents to gain access to trade secrets only to the extent to which this is necessary for the purposes of this contract.
- The obligation does not apply to documents and information which are generally known or which were already known to the contractual partner at the time of receipt without it having been obliged to secrecy. The obligation also does not apply to persons who are obliged to professional secrecy, in the event of statutory duties of disclosure and also if the other party has previously consented to disclosure in writing.
Article 7 Packaging and Shipping
- The selection of the type of shipment and the packaging are at the due discretion of the Seller. The Seller will charge for the packaging; it passes into the ownership of the Customer.
- The risk of accidental destruction passes to the Customer at the latest with the handover of the delivery item to the parcel service/transport company/freight forwarder or other third party intended to perform shipment (whereby the start of the loading operation is determinant).
- If shipment is delayed by a circumstance whose cause lies with the Customer, the risk passes to the Customer on the day on which the delivery item is ready for shipment and the Seller has notified the Customer accordingly.
- Prices exceptionally quoted free of freight and agreed transport costs apply only on condition that transport by rail, road or ship is not obstructed on the traffic routes that can be used. Dead freight is at the expense of the Customer.
- In the event of transport damage or short quantities, the Customer must inform the parcel service/transport company/freight forwarder without undue delay and notify the Seller.