General Terms for Sales and Deliveries
1. General Terms
The following terms of business apply to all sales of our company, unless otherwise specified and agreed upon in writing. In continuous business relationships, these terms also apply to transactions in which we have not expressly invoked them. Purchasers acknowledge and accept these terms by placing their orders. Purchasers terms of purchase are only binding for us following our express written acknowledgement and acceptance.
2. Conclusion of Contract
Our offers are subject to confirmation. Orders placed by telephone only become binding by our acceptance in writing. Changes and amendments require our written confirmation. In cases of immediate delivery, our invoice replaces the confirmation of the purchaser's order.
3. Prices
a) Our prices are quoted ex factory, excluding packaging and VAT.
b) Packaging material is invoiced to the purchaser at our net cost price.
4. Terms of Payment
a) Our invoices are payable with 2 percent discount within ten days of their date of issue or within thirty days without any discount. We only accept drafts in special cases, prior to previous agreement in writing; their acceptance is temporary until discharging has been effected. Drafts are always accepted on the premise of their eligibility for discount. Checks are only accepted subject to their encashment. Discount and draft charges are at the purchaser’s expense.
b) If we have not received payment by the due-date agreed upon, we are, with the reservation of further claims, entitled to charge interest at common bank rates from the day of our first reminder note.
c) If a purchaser's payment is overdue by more than one week or circumstances occur that ensue reasonable doubt of the purchaser's creditworthiness, all our receivables fall due immediately, without regard to accepted drafts. In such cases we are also authorized to demand prepayment for further shipments or to refuse further fulfillment of the contract following a reasonable time.
d) The retention of payments or an offset on account of certain purchaser's claims contested by us are not admissible.
5. Passing of Risk
a) The risk passes to the purchaser at latest at the moment the merchandise leaves our factory.
b) In the event shipment is delayed due to circumstances accountable to the purchaser, the risk passes to the purchaser the day the merchandise is available for shipping; however, we are obligated to arrange for any insurances the purchaser may request.
6. Delivery Time
a) Delivery time begins at the dispatch of our order confirmation but not prior to our receiving any necessary documents, approvals and releases and not prior to the receipt of the down payment agreed upon.
b) The delivery time is met when the merchandise has left our factory or if we have notified the purchaser that the goods are ready for shipment within the agreed period.
c) The delivery time is automatically reasonably extended if we are subject to the consequences of industrial action, especially strikes or lockouts or due to the occurrence of unpredictable circumstances not subject to our influence, provided that these circumstances have a demonstrable major effect on the completion or delivery of the contracted merchandise. This also applies if the mentioned circumstances cause short shipments. Nor will we be responsible for the above mentioned circumstances if they occur within an already existing period of default. We will inform the purchaser of the occurrence and termination of such obstacles as soon as possible.
d) In the event that we should be in default with the delivery of the contracted goods, the purchaser may stipulate a reasonable period of grace. In the event of our subsequent inability to deliver, the purchaser is entitled to cancel the contract.
7. Retention of Title
a) We retain title to the delivered goods until the receipt of complete payment according to the purchase contract.
b) The purchaser is entitled to sell the merchandise subject to our retention of title in the due course of his business. However, he may not pawn these or provide them as security before complete payment for the contracted goods. In the case of distraint, confiscation or other measures by third parties the purchaser has to notify us without any delay.
c) Any machining or processing of the delivered goods is to our account; our title does not perish due to any machining or processing.
d) In the case of the sale of the delivered goods, the purchaser assigns the claim of the purchase price due to him from his customers or third parties to us with all ancillary rights at the time of the conclusion of the contract with us, without requirement of any special or additional act of assignment. This assignment in advance may not be ceded to a third party. The purchaser commits himself, in the case of insolvency, to submit to us the names, complete addresses, tax ID numbers and bank data of the buyers of the merchandise supplied by us.
e) In the case of breach of contract by the purchaser, especially default in payment, we are, subject to prior reminder notes, entitled to repossess the merchandise; the purchaser commits himself to release the relevant goods in such a case. Our invoking of our right of retention of title to and/ or the distraint of the supplied goods does not constitute a rescission of the contract, provided that the German Installment Purchase Law does not apply.
f) If the value of the securities given us exceeds our receivables by more than twenty percent, we are committed to partially release these at the purchaser's request - at our own choosing.
8. Warranty
a) The purchaser shall inspect the merchandise and submit any claims pertaining to defects immediately in writing, in no case later than fourteen days after the arrival of the shipment at the point of destination. Hidden defects must be reported immediately upon their detection.
b) We shall be given the opportunity to inspect the claimed faults or deficiencies on site. Our inspection shall be carried out without delay, provided that the purchaser declares his desire of an immediate execution. At the risk of loss of warranty, no part of the allegedly faulty merchandise may be altered or changed.
c) Goods that our inspection proves to be unserviceable or severely limited in their use due to faulty manufacturing, design or materials within three months of their delivery will be replaced free of cost to the purchaser (including transportation expenses within the Federal Republic of Germany). Replaced parts become our property. Should we without justification refuse to eliminate faults or provide adequate replacements for the defective merchandise or to fall behind in our obligations, the purchaser may grant us a reasonable period of grace; after its elapse without result he may demand redhibitory action or mitigation at his choice. Further claims by the purchaser, especially for compensation for handling expenses, costs of installing and de-installing as well as for damages not directly concerning the supplied goods are expressly excluded, even if they should be legally admissible. With the same limitations we are also liable for the lack assured qualities. For compensation of damages we are only liable inasmuch as our assurances were given with the intent of insuring the purchaser against the occurred damage.
d) The purchaser's right to make claims for warranty expires six month after the delivery of the merchandise.
9. General Limitations of Liability
a) In all cases in which we are committed to compensation for damages due to legal or contractual terms we are only liable inasmuch that we or our executives can be considered guilty of intent or gross negligence.
b) If we have by contract committed ourselves to test and inspect our products for the existence of certain qualities, we are liable for all defaults, but only provided that the damage is due to our not having followed the purchaser's rules for tests and inspections.
10. Product Liability
Exclusions of liability according to these General Terms for Sales and Deliveries do not apply to claims based on product liability laws.
11. Place of Fulfillment, Venue and Applicable Law
a) The site of the manufacturing plant is the place of fulfillment.
b) Venue at our choice is our own domicile or that of the purchaser; this also applies to receivables of drafts and checks.
c) German law is exclusively applicable to all services and deliveries, with the exception of the laws of international sales of chattels and the conclusion of international sales contracts pertaining to chattels.
Stand: September 2006
1. General Terms
The following terms of business apply to all sales of our company, unless otherwise specified and agreed upon in writing. In continuous business relationships, these terms also apply to transactions in which we have not expressly invoked them. Purchasers acknowledge and accept these terms by placing their orders. Purchasers terms of purchase are only binding for us following our express written acknowledgement and acceptance.
2. Conclusion of Contract
Our offers are subject to confirmation. Orders placed by telephone only become binding by our acceptance in writing. Changes and amendments require our written confirmation. In cases of immediate delivery, our invoice replaces the confirmation of the purchaser's order.
3. Prices
a) Our prices are quoted ex factory, excluding packaging and VAT.
b) Packaging material is invoiced to the purchaser at our net cost price.
4. Terms of Payment
a) Our invoices are payable with 2 percent discount within ten days of their date of issue or within thirty days without any discount. We only accept drafts in special cases, prior to previous agreement in writing; their acceptance is temporary until discharging has been effected. Drafts are always accepted on the premise of their eligibility for discount. Checks are only accepted subject to their encashment. Discount and draft charges are at the purchaser’s expense.
b) If we have not received payment by the due-date agreed upon, we are, with the reservation of further claims, entitled to charge interest at common bank rates from the day of our first reminder note.
c) If a purchaser's payment is overdue by more than one week or circumstances occur that ensue reasonable doubt of the purchaser's creditworthiness, all our receivables fall due immediately, without regard to accepted drafts. In such cases we are also authorized to demand prepayment for further shipments or to refuse further fulfillment of the contract following a reasonable time.
d) The retention of payments or an offset on account of certain purchaser's claims contested by us are not admissible.
5. Passing of Risk
a) The risk passes to the purchaser at latest at the moment the merchandise leaves our factory.
b) In the event shipment is delayed due to circumstances accountable to the purchaser, the risk passes to the purchaser the day the merchandise is available for shipping; however, we are obligated to arrange for any insurances the purchaser may request.
6. Delivery Time
a) Delivery time begins at the dispatch of our order confirmation but not prior to our receiving any necessary documents, approvals and releases and not prior to the receipt of the down payment agreed upon.
b) The delivery time is met when the merchandise has left our factory or if we have notified the purchaser that the goods are ready for shipment within the agreed period.
c) The delivery time is automatically reasonably extended if we are subject to the consequences of industrial action, especially strikes or lockouts or due to the occurrence of unpredictable circumstances not subject to our influence, provided that these circumstances have a demonstrable major effect on the completion or delivery of the contracted merchandise. This also applies if the mentioned circumstances cause short shipments. Nor will we be responsible for the above mentioned circumstances if they occur within an already existing period of default. We will inform the purchaser of the occurrence and termination of such obstacles as soon as possible.
d) In the event that we should be in default with the delivery of the contracted goods, the purchaser may stipulate a reasonable period of grace. In the event of our subsequent inability to deliver, the purchaser is entitled to cancel the contract.
7. Retention of Title
a) We retain title to the delivered goods until the receipt of complete payment according to the purchase contract.
b) The purchaser is entitled to sell the merchandise subject to our retention of title in the due course of his business. However, he may not pawn these or provide them as security before complete payment for the contracted goods. In the case of distraint, confiscation or other measures by third parties the purchaser has to notify us without any delay.
c) Any machining or processing of the delivered goods is to our account; our title does not perish due to any machining or processing.
d) In the case of the sale of the delivered goods, the purchaser assigns the claim of the purchase price due to him from his customers or third parties to us with all ancillary rights at the time of the conclusion of the contract with us, without requirement of any special or additional act of assignment. This assignment in advance may not be ceded to a third party. The purchaser commits himself, in the case of insolvency, to submit to us the names, complete addresses, tax ID numbers and bank data of the buyers of the merchandise supplied by us.
e) In the case of breach of contract by the purchaser, especially default in payment, we are, subject to prior reminder notes, entitled to repossess the merchandise; the purchaser commits himself to release the relevant goods in such a case. Our invoking of our right of retention of title to and/ or the distraint of the supplied goods does not constitute a rescission of the contract, provided that the German Installment Purchase Law does not apply.
f) If the value of the securities given us exceeds our receivables by more than twenty percent, we are committed to partially release these at the purchaser's request - at our own choosing.
8. Warranty
a) The purchaser shall inspect the merchandise and submit any claims pertaining to defects immediately in writing, in no case later than fourteen days after the arrival of the shipment at the point of destination. Hidden defects must be reported immediately upon their detection.
b) We shall be given the opportunity to inspect the claimed faults or deficiencies on site. Our inspection shall be carried out without delay, provided that the purchaser declares his desire of an immediate execution. At the risk of loss of warranty, no part of the allegedly faulty merchandise may be altered or changed.
c) Goods that our inspection proves to be unserviceable or severely limited in their use due to faulty manufacturing, design or materials within three months of their delivery will be replaced free of cost to the purchaser (including transportation expenses within the Federal Republic of Germany). Replaced parts become our property. Should we without justification refuse to eliminate faults or provide adequate replacements for the defective merchandise or to fall behind in our obligations, the purchaser may grant us a reasonable period of grace; after its elapse without result he may demand redhibitory action or mitigation at his choice. Further claims by the purchaser, especially for compensation for handling expenses, costs of installing and de-installing as well as for damages not directly concerning the supplied goods are expressly excluded, even if they should be legally admissible. With the same limitations we are also liable for the lack assured qualities. For compensation of damages we are only liable inasmuch as our assurances were given with the intent of insuring the purchaser against the occurred damage.
d) The purchaser's right to make claims for warranty expires six month after the delivery of the merchandise.
9. General Limitations of Liability
a) In all cases in which we are committed to compensation for damages due to legal or contractual terms we are only liable inasmuch that we or our executives can be considered guilty of intent or gross negligence.
b) If we have by contract committed ourselves to test and inspect our products for the existence of certain qualities, we are liable for all defaults, but only provided that the damage is due to our not having followed the purchaser's rules for tests and inspections.
10. Product Liability
Exclusions of liability according to these General Terms for Sales and Deliveries do not apply to claims based on product liability laws.
11. Place of Fulfillment, Venue and Applicable Law
a) The site of the manufacturing plant is the place of fulfillment.
b) Venue at our choice is our own domicile or that of the purchaser; this also applies to receivables of drafts and checks.
c) German law is exclusively applicable to all services and deliveries, with the exception of the laws of international sales of chattels and the conclusion of international sales contracts pertaining to chattels.
Stand: September 2006
