Our general terms and conditions shall apply exclusively. We do not recognize contradictory, deviating conditions of Purchaser, unless we have expressly agreed to their applicability in writing. Our general terms and conditions shall also apply in the event of delivery execution to Purchaser without reservation in spite of knowledge of contradictory conditions.
All agreements that have been made shall be specified in the contract in writing.
Our general terms and conditions shall only be valid vis-à-vis entrepreneurs in the sense of Article 310, para. 1 BGB [German Civil Code].
We reserve the right to accept purchase orders that are quotations according to Article 145 BGB within two weeks of receipt.
Prices and terms of payment
Our prices shall apply "ex works", exclusive of packing, which shall be billed separately, if nothing to the contrary has been agreed.
Statutory VAT shall not be included in our prices; it shall be shown separately in the invoice in the legal amount on the day the invoice is issued.
Deduction of discount shall require a special written agreement.
If nothing to the contrary contractually applies, the purchase price shall be understood as a net price, and shall be due for payment within 30 days from date of invoice, provided due date and receipt of performance are present.
Payments shall be made to the Deutsche Factoring Bank, Langenstr. 15-21, 28195 Bremen, (see the instructions on our invoice).
Purchaser shall only have the right to set-off if Purchaser's counter-claims have become final and conclusive, are uncontested, or are acknowledged by us. Furthermore, Purchaser shall be entitled to exercise a right of retention, only insofar as his counterclaim is based on the same contractual relationship.
Period of delivery
Clarification of all technical questions shall be the prerequisite for the period of delivery that we specify. In addition, prompt and proper fulfillment of the customer's obligations shall be the prerequisite for our delivery obligation.
In the event that customer defaults in taking delivery, or if he culpably infringes other duties to cooperate, we shall be entitled to demand compensation for the damage we incurred in this respect, including any extra expenses. More far-reaching claims shall remain reserved
Should the prerequisites set forth in para. b exist, the risk of destruction or accidental deterioration shall pass to Purchaser as of the time when the default of acceptance or debtor’s delay occurred.
Likewise we shall be liable in accordance with statutory regulations for a firm commercial deal, should Purchaser be able to claim that his interest in the contractual fulfillment has expired due to the delivery default for which we are responsible. Furthermore, we shall be liable for delay in delivery if the delay in delivery is caused by an intentional or grossly negligent violation of contract which is attributable to us; a default by our agents, or vicarious agents. If the delay in delivery is not caused by an intentional violation of contract which is attributable to us, our liability for damages shall be limited to the foreseeable, typically occurring damage. Also we shall only be held for these damages if the delay in delivery attributable to us is based on culpable violation of an essential contractual obligation.
In all other respects we shall be liable in the event of a delay in delivery for each completed week of delay within the framework of a lump-sum compensation for delay in the amount of 0.5 % of the value of the goods to be delivered, but not in excess of a maximum amount of 5 % of the value of the goods to be delivered.
Further legal claims and rights of Purchaser shall remain reserved.
Transfer of risk – packing costs
Unless stated otherwise in the contract or order confirmation, delivery "ex works" has been agreed.
Transport packaging and all other packing material pursuant to the Packing Ordinance shall not be taken back. Purchaser shall be obligated to make arrangements for the disposal of the packing material at his own expense.
If Purchaser so desires, we shall provide insurance coverage of the delivery through transport insurance. The costs which arise in this connection shall be borne by Purchaser.
Our work provided shall be deemed to have been accepted 2 weeks following the notification from us that it is ready for acceptance, unless the customer provides written notification of essential existing defects within this period.
The customer is only entitled to refuse acceptance of it if the defect voids or significantly reduces the standard usage of the work and/or its value and/or the usage or value of this as specified under contract. Acceptance must take place subject to rectification of the defect if the work contains a defect which does not entitle the customer to refuse acceptance of it.
Any refusal of acceptance or reservation against the acceptance must be provided in writing without delay with details and a description of the defect notified.
Usage of the item delivered by the customer for production purposes is deemed to be acceptance of it.
Liability for defects
Claims of Purchaser based on defects require that Purchaser has duly fulfilled his/her duty to examine and to make a complaint in respect of a defect immediately on receipt of the goods pursuant to Article 377 HGB [German Commercial Code].
If the object of sale has a defect, we shall be authorized at our discretion to offer subsequent performance in the form of a correction of the defect or delivery of a new item that is free from defects. In the event of a correction of defect, we shall be obligated to bear all expenditure necessary for the correction of the defect, in particular, transport, travel, labor and material costs, insofar as such costs are not increased because the object of sale was transported to a place other than the place of performance.
In the event that the subsequent performance fails, Purchaser shall be entitled to either resign the contract or to request a reduction in purchase price.
We shall be liable in accordance with the legal provisions, insofar as Purchaser asserts a claim for damage which is based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Insofar as we are not charged with intentional infringement of the contract, the liability for damage shall be restricted to the foreseeable damage which typically occurs. We shall be liable in accordance with the legal provisions, if we culpably violate an essential contractual obligation, in such a case however, the liability shall be limited to the foreseeable damage which typically occurs.
The liability due to culpable injury of life, body or health shall remain unaffected. This shall also apply to the mandatory liability in accordance with the Product Liability Law.
Insofar as not otherwise agreed in the foregoing, any and all further liability shall be excluded.
The period of limitation with respect to claims based on defects shall be 12 months starting from the date of the passing of risk, only however if the goods in question are new. If the contract extends to a used object of sale then the warranty shall be excluded.
The period of limitation in the event of a delivery recourse claim pursuant to Articles 478, 479 BGB [German Civil Code] shall remain unaffected; the period is five years, counted from the date of handing-in of the defective item.
Any further liability for damages other than those provided for in no. 6 shall be excluded – regardless of the legal nature of the asserted claim. This shall, in particular, apply to claims for damage resulting from culpa in contrahendo, due to other breaches of obligations or due to claims in tort for the compensation of property damage in accordance with Article 823 BGB [German Civil Code]. Insofar as the liability for damages vis-à-vis us is excluded or limited, this shall also apply with respect to the personal liability for damage of our employees, members of staff, workers, representatives and vicarious agents.
Reservation of title
We shall reserve title to the object of sale until all payments resulting from the delivery contract have been received. If Purchaser violates the contract, particularly if there is delay of payment, we shall be entitled to take back the object of sale. If we take back the object of sale, this shall not be considered as a withdrawal from the contract, unless we have expressly declared said withdrawal. If we attach the object of sale, this shall always constitute a withdrawal from the contract. After we have taken back the object of sale we shall be authorized to utilize said object of sale. The utilization revenues must then be set-off with Purchaser's liability, less appropriate utilization costs.
Purchaser undertakes to treat the object of sale carefully. In particular, Purchaser shall be obliged to sufficiently insure the object of sale at its new value, and at Purchaser's own expense, against fire and water damage, and theft. If maintenance and inspection work is required, Purchaser shall be required to carry out such maintenance and inspection work at his own expense and in good time. In the event of attachments or other interference by third parties, Purchaser shall inform us immediately in writing. Purchaser shall be liable for the costs of averting such claims in accordance with Article 771 ZPO [ German Code of Civil Procedure] if the costs cannot be recovered from the third party.
Purchaser shall be entitled to resell the object of sale in an orderly business procedure, however, Purchaser at this time assigns to us all claims, amounting to the final invoice amount (including VAT) of our claim, which accrue for Purchaser from the resale vis-à-vis his customers or third parties, regardless of whether the object of sale was resold with or without further processing. Purchaser shall remain entitled to collect this claim also following the assignment. Our right to collect the claim ourselves shall remain unaffected. However, we undertake to refrain from collecting the claim as long as Purchaser meets the payment obligations from the collected revenues, is not in arrears with payment or, in particular, has not filed an application to open composition or insolvency proceedings, or cessation of payments is present. If this is the case, we can demand that Purchaser inform us of the assigned claims and the respective debtors, provide all information necessary for the collection, hand over the necessary documents to us, and inform the debtor (third party) about the assignment.
Processing of and modifications to the object of sale shall always be executed for us. If the object of sale is combined with other objects that do not belong to us, then we shall acquire joint ownership to the new object in the ratio of the value of the object of sale to the combined objects at the time of combination. The same applies to the new object resulting from the processing as applies to the reserved object of sale Of the object of sale is inseparably combined with other objects that do not belong to us, then we shall acquire joint ownership to the new item in the ratio of the value of the object of sale to the other combined objects at the time of combination. If the combination is executed in such a manner that Purchaser's object is viewed as the main object, then it is agreed that Purchaser shall proportionally transfer joint ownership. Thus Purchaser shall protect our resultant right of sole ownership or joint ownership.
To secure our claims against Purchaser, Purchaser shall also cede such claims to us that arise against a third party to which Purchaser is entitled, due to the combination of the reserved object of sale with a piece of property.
We shall be obligated to release the securities to which we are entitled on Purchaser's request, should their value exceed the claims to be secured, by more than 10%; we reserve the right to select the securities that shall be released.
Jurisdiction - place of performance
If Purchaser is a merchant, our place of business shall be the place of jurisdiction; we shall also be entitled to institute legal proceedings against Purchaser at the court of Purchaser's domicile
The laws of the Federal Republic of Germany shall apply. The provisions of the U.N. Convention on Contracts for the International Sale of Goods shall not apply.
Unless stated otherwise in the order confirmation, our place of business shall also be the place of performance.