Novelties
Terms and conditions
1. Declaration
On acceptance of our offer or with our acceptance of your offer our terms of business
are stipulated and are subject matter of the delivery contracts. We acknowledge oral
agreements, other arrangements or diverging terms of business only if they have been
confirmed by us in writing.
2. Offer/Tender
Our offers/tenders and all the components of their content and supporting documents are
subject to confirmation. The contract will be sealed with our written confirmation of the
order. We are not liable for errors which arise due to faulty orders.
3. Dispatch
Consigments are sent at consignee's risk. This is also valid for dispatch
from another place of delivery and for carriage paid delivery. Compensation for damage or
loss during transport will not be paid. Dispatches from foreign distributors are subject
to special agreement. The risk is carried by the purchaser as soon as we have notified
the purchaser of the readiness for dispatch of the goods or when the goods have left our
works without notification.
4. Prices
The prices from here (Germany) do not include packaging. Deliveries abroad overland are
free German frontier including packaging, duty unpaid, not insured. Deliveries abroad
from German harbours are free on board, but not insured. Insofar as seaproof packing is
necessary we reserve the right to raise charges for the difference in price between normal
and seaproof packing. The prices do not include V.A.T. Our prices are based upon current
prime costs. Should these costs subsequently change then our confirmed prices will change
correspondingly. Minor spare parts and repair commissions will be carried out at our
discretion free of charge.
5. Payment
Our invoices are payable without any special agreement 14 days after the date of the
invoice less 2% discount, or after 30 days net cash. We accept bills of exchange only
with the proviso that complete payment of the bills on account of performance can be
carried out. We raise discount charges and out-of-town places collection charges. We do
not undertake any commitment to a timely presentation or protest. In the case of
cessation of payments or a bill of exchange protest - irrespective of whether a bill of
exchange given to us or to a third party is protested - we are entitled to enforce and
recover all our existing claims immediately without regard to agreed times of payment
or respite. This also applies in the case of chattel mortgage to third parties, seizure
of property, settlements or compromises or bankruptcy as well as cessation of payments.
We are authorized in these cases to disclose the claims made over to us and to recover
them as well as enforcing the reservation of title to our goods by demanding the
immediate procurement without costs to us of the goods supplied. Furthermore we are
authorized to dissolve the contract of sale or to demand compensation for failure
to fulfil the contract. Claims from rights of retention, offsetting rights, or other
counterclaims including claims based on possible defects do not entitle the purchaser
to not pay the agreed price. This price is to be paid on the agreed due date regardless
of any possible existing counterclaims
6. Retention of title
| a) | Domestic transactions The goods remain our property until payment of all our claims owing and accruing against the purchaser within the business connections. The purchaser is obliged to insure the delivery object at his cost against fire, water and other forms of damage insofar as he has not already effected an industrial insurance. The retention of title also remains in effect when we place individual claims in a current invoice and the balance has been drawn and acknowledged. In the case of retention of title goods being seized by third parties a transcript of the seizure warrant is to be forwarded to us immediately. An acquisition of ownership by the purchaser of the retention of title goods in accordance with Para. 950 of the Federal Law Gazette is excluded in the case of processing to a new product. The processed product serves us as a security for our claims to the value of the retention of title goods. If the purchaser processes the goods with other goods which do not belong to us then co-ownership of the new product to the ratio of the value of the retention of title product to the other processed goods is due to us. The new product is to be considered as a retention of title product in the terms of these conditions. The purchaser makes over his claims from a resale of the retention of title product henceforth to us, if he disposes over them, before he acquires property rights to it. It is of no consequence whether he sells the retention of title product to a single or several purchasers along with other goods not belonging to us with or without processing or after installation in another product. The made over claim serves as security for our claim to the amount of the value of the respective retention of title product sold. We will not call in such claims as long as the purchaser duly fulfils his obligation to pay. The purchaser can enforce his claims despite having made over such claims to us. On demand the purchaser must inform us of the name of the debtor of the made over claims, show the debtor the made over claims and keep the sale proceeds in safe custody separately for us. |
| b) | The following supplementary stipulations are valid for business in foreign countries: we reserve the right to the property rights of the goods supplied by us until final settlement of the purchase price in accordance with the statutory regulations of the foreign country of destination. This retention of title right is valid and is valid as expressly agreed. Insofar as the country of destination admits other security interests then these are valid as expressly agreed on. |
7. Terms for delivery
Dates of delivery and terms for delivery are only agreed as approximate times.
Delivery terms start on the day on which the order is technically clarified. In the
case of circumstances due to acts of Godor force majeure we are entitled to extend the
delivery terms for the duration of the impediment as well as an adequate disposition
time or to withdraw from unfulfilled parts of the contract. This is also valid for
circumstances which make the manufacture or delivery of the ordered goods impossible
or render it substantially more difficult. It is irrespective if these circumstances arise
for us or for one of our suppliers. On the occurrence of one of these circumstances we are
entitled to with draw from the contract and are not liable for compensation. Compensation claims
from our purchasers for exceeding the time limit for deliveries, which do not take the causes
into consideration are barred. Our purchaser can withdraw from the contract without
consequences for us if we are in delay and we were granted a further additional period of time
for the delivery. We expressly reserve the right to partial consignments.
8. Taking delivery of the goods
If the purchaser wishes for a formal acceptance of the goods, then he must expressly demand
this in writing. The acceptance of goods will always take place in our works. Should a formal
acceptance of the goods not be demanded then the acceptance of the goods is valid when these
leave our works.
9. Cancellations and returned goods
For cancellations for which we are not liable appropriate charges
will be raised. Returned parts for which we are not liable will only
be accepted on the basis of a written agreement and an administrative
charge of 3% of the value of the goods will be raised or a minimum of
5 Euro. Possible test and processing costs which may be necessary will
be separately charged for.
10. Customized goods
Orders for customized goods or modification of mass-produced parts cannot be cancelled
after processing has begun and such already supplied goods can not be taken back.
11. Guarantee and settlement of compensation claims
| I. | All objects of delivery will be tested before leaving our works. We are liable as follows
for delivery defects to which the absence of expressly warranted characteristics belongs with
the exclusion of further claims: we guarantee the following warranty for 6 months subsequent to
the invoice date for provable defects in materials, production or construction flaws and will
at our cost within a reasonable period of time remove them at our discretion either by repairs
at the purchaser's premises, or by repairs in our works, or by replacement delivery.
If we are unsuccessful in this guarantee we reserve the right until we have completely fulfilled our liability and also in the case of nonfulfilment to take back the delivered goods complained about at the invoiced price. We will pay costs arising directly from repair or replacement delivery insofar as the complaint is found to be justified, the cost of the replacement goods including dispatch as well as the appropriate costs of dismantling and installation furthermore as the individual case may reasonably demand the necessary provision of our technicians and auxilliary staff in other respects the purchaser pays the costs. Our liability for other products than our own is limited to our making over of the claims due to us against the supplier. Conversion, reduction in price and compensation because of nonfulfilment are excluded |
| II. | Rights to compensation for damages especially rights to reparation of damages which did
not originate on the delivery object itself especially all indirect damages, consequential
harm caused by a defect, replacement claims for interruption of operations, structural
alterations, damage to other equipment not belonging to our delivery and lost profit do not
exist. Notices of loss due to negligent, tortious acts and positive violations of contractual duty are also excluded. |
| III. | A liability in the sense of the preceding paragraphs is always in the following
cases excluded: |
| a) | Corrosion damage of any kind. |
| b) | After improper or negligent handling of the delivery object. |
| c) | When the delivery object is not repaired by us or is not supplied with our replacement parts
unless in urgent cases of extraordinary danger and imminent damage. |
| d) | When the cause of defects is due to unusual works operating conditions. |
| e) | When the purchaser is in arrears to us in the fulfilment of a contractual
obligation. |
| f) | When the purchaser does not put the delivery object in appropriate storage or
does not handle it properly. |
| g) | In the case of wear and tear. Suggestions and consultations as well as contractual
collateral obligations especially also instructions and directions for operation, installation
and maintenance of the delivery object will be carried out to the best of our technical
know-how. A liability for this is for us however excluded. Guarantees of definite qualities
are also made to the best of our knowledge, but are not binding for us. |
| IV. | Cases of damage which can be attributed to failure of our delivery objects must be reported
immediately if necessary by telephone for the purposes of clarification and with regard to
a possible claims settlement. Belated claims will not be accepted. |
12. Place of performance and place of jurisdiction
All complaints and disputes arising from the contractual relationship are to be filed at the
court of justice having jurisdiction for our head office. In the case of foreign business we
have however also the right to file a possible complaint at the court which has jurisdiction
for the head office of the purchaser. In principle German law applies in every case with the
exception of those countries in which German law by reason of foreign laws can not be applied.
In such cases the law in force in the country in question is to be applied.
13. General Remarks
Should one of these conditions be fully or partially null or void then only the respective part
is null or void. The remaining stipulations or terms and conditions of business are however in force.
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