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General conditions of delivery and payment
stand: 08/2009
I. General
1. Policy territory:
Our delivery and payment conditions are an integral part of all offers and contracts. They are valid according to current business connections with sales people, as well as for future contracts, no matter how these come about. General business conditions from the buyer's side gain no recognition even when these are sent to us and we have not expressly contradicted them.
2. Offer:
Our offers are subject to confirmation, taking in to account price, amount, terms of delivery and delivery possibilities. Dimensions, weight, illustrations and graphical diagrams in catalogues, brochures, price lists and other printed matter as well as special offers are approximations. Variations are permissible as long as they do not exceed perimeters usual in the trade. Small discrepancies in format, colour, material and design etc. are sometimes unavoidable. We have the right to rectify evident miscalculations or errors in price offers and respectively identification of goods.
3. Industrial property rights, tools, non-disclosure:
We reserve the property and all commercial protection and copyright for provided forms, models, illustrations, technical data, calculations or offers made available by us. The customer may use them only in the agreed way. He must not produce, or have produced by another company, the objects of agreement without our written approval. Once we have delivered the finished goods following the customer's sketches, models and samples, he is liable so that industrial property rights and other rights of a third party are not injured upon fabrication and delivery. Damages resulting from all such infringements must be compensated for. All non-patent knowledge, resulting from business contacts with our company, must be treated by the customer regarding a third party, as classified.
4. Data protection:
Data necessary for a business relationship will be stored in our data processing system as far as this is allowed in line with the Federal Data Protection Act.
5. Deliveries abroad:
Articles requiring any explanations will be delivered with an instruction manual in German, mostly also in English and partly in other languages. Retailers working outside the German-speaking countries have to supply independently an instruction manual for the distribution of products that need explanation in the valid, official state language of that country, in case that those are not included in our delivery. Our products are placed on the market in Germany and are produced according to German regulations. If you need products according to deviant, country-specific regulations, please advise before placing an order.
II. Order acceptance
1. Conclusion of a contract:
The contract comes about with our order acceptance orally, by telephone, in writing, by fax or by e-mail. A written confirmation follows only after the customer's expressed wish to do so. If our offer preceded the placing of an order, the contract will come about following the placing of the order without the need for any further written confirmation on our part.
2. Prices:
All prices are calculated in the stated currency according to the contract, subject to confirmation, from our warehouse without packaging and insurance, plus VAT. We are authorized to invoice valid prices on the day of delivery. This is valid in particular for deliveries, which should be carried out four months or later after the conclusion of a contract.
3. Special designs:
Excess or short deliveries up to 10 % cannot be objected to. Redemption is impossible.
III. Delivery - delivery time - receipt of goods
1. Delivery:
Shipments within Germany are carried out freight forward, exports are made according to the Incoterms, as amended from time to time, ex works. We take care for the organization/execution of the transport, unless otherwise agreed. The purchaser will be invoiced with all arising costs for transport, transport insurance and packing. The risks are to be carried by the recipient once the goods have been loaded or - if a pickup is agreed upon - according to appropriations set out in the contract. We are neither liable for loss nor damage during transportation, regardless of who, in isolated cases, is charged with the costs. Goods ready for dispatch must immediately be released, otherwise we are authorized to store the goods at our own discretion and at the purchaser's costs and risks and to then calculate the price of the goods ex works. This is also valid if dispatch is impossible through no fault of our own or if the purchaser fails to collect the goods punctually through a fault of his own.
2. Delivery times:
We make every effort to ensure delivery times are adhered to. Fixed appointments require our written confirmation. The commencement of a given delivery time from our side automatically assumes the clearing-up of all technical questions as well as the punctual fulfillment of all obligations by the customer according to the regulations. The exception of an unfulfilled contract is subject to change. Should the delivery time be exceeded, the purchaser is obliged to set a time limit. We are entitled to part-deliveries and part-performance at all times. The buyer is entitled to the right to withdraw from the contract due to a delayed delivery or an impossibility to deliver only after the end of the time extension has been exceeded. This applies however to goods which have not yet been delivered unless the buyer can prove that he no longer has a possible use for a part-fulfillment of the contract. The purchaser is not allowed to legally put in a claim due to a delayed or impossible delivery.
Unforeseen circumstances such as operational disturbances, a shortage of raw materials, transport disruptions, regulatory orders, currency changes, war, industrial disputes or other cases of strong violence free us for the duration of the disruption and for the duration of their repercussions from our delivery obligations. Circumstances such as these allow us to withdraw either wholly or partly from the contract.
3. Dispatch:
The choice of dispatch type sequence and mode of dispatch will take place according to our best judgement.
4. Transportation insurance:
Generally, we insure all deliveries against loss and damage during transportation and for this we calculate a fee of 1 % of the value of the goods. We only renounce upon closing an insurance contract on explicit instructions from the purchaser.
5. Damages in transit:
Any externally-visible damages must be acknowledged, before releasing the goods, by an appropriate notation and confirmation on the delivery receipt from the common carrier. Claims for compensation can only be carried out if this attestation is provided. Additionally, we as consignor of the goods have to be notified immediately. Externally-invisible damages in transit can not be claimed at any time later. The shipment must be checked on completeness of the parcels before confirming the acceptance document, differences have to be acknowledged by the common carrier immediately.
6. Default of acceptance:
Should the purchaser be considered to be in default of acceptance or if he culpably breaches other obligations to co-operate, we are entitled to claim any damages caused to us, including any additional costs. Further claims remain subject to change. If the preceding conditions are existent, the risk of an accidental loss or deterioration of the purchased item is transferred to the purchaser at the time, in which he got into default of acceptance or debtor’s default.
IV. Warranty and notification of defects
Advanced or other regulated claims by the purchaser against us and our assignees due to any insufficiency, which are not stated here in section IV, are excluded.
1. Warranty rights:
The purchaser's warranty rights assume that he has satisfied the appraisal and reproval conditions precedent to liability according to the regulations set out in § 377 HGB. Despite the upmost of care, if complaints should be detected, it is necessary to report apparent defects immediately or within 14 days at the latest upon receipt of the goods, and subsurface defects immediately upon detection according to § 377 HGB. Otherwise the goods will be declared as approved.
2. Limitation:
Claims come under the statute of limitations 12 months after we have delivered the goods to the purchaser.
3. Claims on defects:
Claims have no grounds if differences to the agreed composition are insignificant, if impairment to usage is only minor, through natural wear and tear as with damages, which come about after the passing of risk as a result of wrongful or careless use, excessive operational demands, improper application or due to special external circumstances, which are not laid out in the contract. You are unable to put in a claim for defects if the purchaser or a third party carries out improper repair work or changes.
4. Repairs/Replacement goods:
Despite the upmost of care, should a defect be proven, which was present at the time of the passing of risk, we will either repair the goods or deliver a replacement, subject to notification of defects within the specified time. The opportunity to carry out repairs within an appropriate period is always to be given to us.
5. Recourse agreement:
A refund of essential expenditures on the purchaser's part are barred, especially with regard to transport, work and material costs. This applies as far as expenditure increases because the goods delivered by us have been sent retrospectively to a place which is not the purchaser's branch, unless the off-site disposal complies with the usage according to the regulations. The purchaser's rights of recourse against us may only exist as long as he has not met any transcend agreements with his recipient, which exceed the legal requirements. Point IV.3 applies accordingly for the outline of the purchaser's rights of recourse.
6. Withdrawal from contract/Abatement:
Should the repairs fail, the purchaser can - irrespective of any compensation claims - withdraw from the contract or reduce the price. Compensation for any futile expenses cannot be claimed for.
7. Warranty:
In the case of fraudulent concealment of a defect or in the case of the acceptance of a warranty for the condition of the goods at the time of the passing of risk in terms of § 444 BGB (the seller's declaration that the object of purchase has a certain property during the passing of risk and that the seller, independent of negligence, is prepared to take responsibility for all consequences of his defects) the purchaser's rights act solely in accordance with legal regulations.
V. Withdrawal from the contract and return consignment
Any return of goods must be approved by us before doing so. For return shipments on our expenses, the minimum-cost mode of transport is to choose. In particular, the freight costs have to be in a reasonable proportion to the value of goods. We are entitled to a claim for damages amounting to 15 % should a purchaser withdraw from the contract without authorization. We have the right to establish a higher claim for damages. It remains the right of the purchaser to establish that either no damages or slight damages have accrued. Custom-made products or special designs cannot be returned.
VI. Payment conditions
Our invoices are payable in the currency stated on the invoice. Our invoice is payable upon delivery in cash with 2 % discount if no other agreement concerning period of payment and method of payment has been made. Payment following the delivery of the goods is to be made within 8 days with 2 % discount or net payment within 30 days. Payments made in advance or by bank transaction immediately following the drawing-up of the invoice are guaranteed a 3 % discount. Payment obligations are recognized as fulfilled once we have the entire payment at our disposal. A discount can only be guaranteed for goods over the value of 50,- Euro and if there are no outstanding invoices to be paid. Should payments be delayed, we will charge interest on arrears at 1 % monthly. Exchange fees and foreign expenses, especially foreign bank fees are to be paid by the purchaser.
VII. Reservation of proprietary rights
1. Goods subject to retention of title:
The delivered goods remain our property until they have been paid for in full. The buyer is free to decide what to do with the delivered goods under the reservation of proprietary rights within the frame of his business according to the regulations. Should the goods delivered under the reservation of proprietary rights be sold solely or together with goods not belonging to us, the buyer assigns all claims resulting from the resale of the reserved goods including all ancillary rights, to us. As soon as existing business relations exist between us and the buyer, the reserved property is effective as security for the respective balance of account from preceding business transactions. The buyer is not authorized for transfer by way of security or the pledging of proviso goods. The buyer is committed to let us know as soon as possible should a third party attempt to access the proviso goods.
2. Release:
We are authorized to demand the release of reserved goods. The customer cannot assert the right of retention and he automatically grants a permit to allow the authorized person to enter the premises where the reserved goods are to be found and explains, that the goods do not serve as the maintenance of his profession or business enterprise.
VIII. Place of fulfillment, jurisdiction, inefficacy
Contractual relationships are solely subject to the Federal Republic of Germany. The application of UN-purchasing rights are not registered. Our company residence or a place chosen by us acts as jurisdiction for full-traders, for persons who do not have general jurisdiction in the inland as well as for persons who have moved their abode or normal residence abroad or whose abode or usual residence at the time of the filing of suit is unknown. The usual contractual conditions keep their validity if there is a partial inefficacy of our delivery and payment conditions.
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