General terms and conditions of business

1. Acknowledgement of our delivery conditions
All quotations and agreements are subject exclusively to the following conditions, contrary conditions on the part of the purchaser which are not expressly acknowledged in writing are non-binding.

2. Order placement
2.1 All agreements only become binding on written confirmation by the supplier. The same also applies for additions, modifications and subsidiary agreements.
2.2 The purchaser is liable for the accuracy of the documentation and other items to be supplied by him, in particular such as drawings, gauges and patterns.
2.3 Samples will generally be provided at a charge.
2.4 The information, drawings, illustrations and performance descriptions contained in brochures, catalogues, price lists and documentation forming part of the quotation, constitute approximate values as usual in the industry, unless they have been expressly designated as binding in the order confirmation.

3. Delivery
3.1 The agreed delivery time is only approximate, unless a fixed delivery time has been agreed. The delivery time begins with the date of dispatch of the order confirmation, and is considered to have been met if the goods leave the works/warehouse at the agreed time, or if the purchaser has been notified that the goods are ready for dispatch. In case of delayed delivery, an appropriate further time for delivery must be set.
3.2 In the event of later amendments to the contract by the purchaser, which affect the delivery time, the delivery time may be extended accordingly.
3.3 Deliveries ordered on a call-off basis must be accepted within 8 months following order confirmation.
3.4 If the supplier is hindered in the fulfilment of his obligations by the occurrence of unforeseen and unusual events, which he could not prevent despite all due care indicated by the circumstances of the individual case, and irrespective of whether such events occur at the supplier’s works or those of his subsidiary suppliers – in particular official intervention, operating problems, labour disputes, delays in the delivery of essential raw materials and auxiliary materials, the delivery time will be extended accordingly. The supplier is in this case relieved of his delivery obligation, without the purchaser being entitled to withdraw from the contract or claim compensation for damages. If the above hindrances occur with the purchaser, the same legal consequences also applies to his acceptance obligation. The parties to the contract are obliged to notify the other party immediately of any such hindrances.
3.5 The supplier is entitled to make over- or under-deliveries of up to 10%. The actual quantity delivered will be invoiced.

4. Pricing
4.1 Unless expressly agreed otherwise, prices apply ex-works, and do not include packaging, freight, carriage or insurance.
4.2 If prices are not specified, or only with the reservation “current delivery price”, the list prices prevailing on the date of delivery will be invoiced. This only applies however for delivery times of more than 4 months and for price changes of up to 10%. Higher price changes require a new price agreement. In the absence of such an agreement, the purchaser is entitled to withdraw from the contract. Or: If a major change occurs to certain cost factors, such as wage costs, preliminary materials or freight in particular, the agreed price may be changed appropriately in line with the effect of the major cost factors.
4.3 In the case of call-off orders, the agreed price applies, provided that the deliveries are called off within 8 months, and delivered within a further 2 months.

5. Payment terms
5.1 All invoices are payable within 30 days from the invoice date, without deduction. In case of payment within 8 days, 2% settlement discount may be deducted, provided that the purchaser is not in arrears with other outstanding payments. Contract work is payable on a purely net basis.
5.2 In the event of late payment, the supplier is entitled to charge late payment interest at a rate of 2% above the relevant discount rate of the Deutsche Bundesbank.
5.3 Foreign exchange is accepted for payment purposes only, only by agreement and subject to discountability. Discount charges will be applied from the due date of the invoice amount. An assurance for the correct presentation of foreign exchange and protest of a bill is excluded.
5.4 If a significant risk arises with regard to the payment claim of the supplier following conclusion of the contract, the supplier may require payment in advance or provision of security within an appropriate time, and withhold delivery until compliance with his request. If the purchaser declines or the set period elapses, the supplier is entitled to withdraw from the contract or require compensation for damages on the grounds of non-fulfilment.
5.5 The purchaser may only reconcile counter-claims which are either acknowledged by the supplier or established in law.

6. Dispatch and transfer of risk
6.1 Dispatch takes place ex-works, provided that no particular agreement has been made, without any obligation to choose the most cost-effective means of dispatch.
6.2 The risk is transferred to the purchaser when the goods are handed over to the carrier. If the goods are ready for dispatch, and dispatch or acceptance is delayed for reasons which are not the responsibility of the supplier, the risk is transferred to the purchaser on receipt of notification that the goods are ready for dispatch.
6.3 Goods will be insured against transport damage by the supplier at the express request and at the cost of the purchaser.

7. Tolerances?
7.1 Part-deliveries to a reasonable extent and over- or under-deliveries of up to 10% of the total order quantity are permissible.

8. Proprietary rights
8.1 The supplier reserves ownership and copyright to illustrations, drawings and other documentation; such materials may not be made available to third parties without the consent of the supplier, and must be returned immediately on request.
8.2 If proprietary rights of third parties are infringed by the production of goods according to drawings, patterns or other information provided by the purchaser, the purchaser indemnified supplier against any and all resulting claims.

9. Reservation of ownership
9.1 The supplier reserves ownership of the goods supplied until full settlement of all claims arising from the business relationship with the purchaser. In the event of payment by cheque or foreign exchange, the reservation of ownership remains in effect until redemption of the cheque or foreign exchange by the purchaser.
9.2 The purchaser is entitled to resell the goods in the normal course of business, provided that he fulfils his obligations arising from the business relationship with the supplier at the required time. He may not however assign the reserved goods or transfer them as security. He is obliged to safeguard the rights of the supplier when reselling the reserved goods on credit.
9.3 In the event of late payment by the purchaser, the supply is entitled, without exercising the right of withdrawal or setting a further period for compliance, to require the temporary return of the reserved goods, at the cost of the purchaser.
9.4 The purchaser hereby relinquishes in favour of the supplier all claims and rights resulting from the sale or the rental of goods subject to reserve ownership of the supplier, as security. The supplier hereby accepts such relinquishment.
9.5 If the reserved goods are processed or inseparably mixed with other goods not belonging to the supplier, the supplier acquires joint ownership of the new goods in the ratio of the invoice value of the reserved goods to the other processed or mixed goods at the time of processing or mixing. If goods belonging to the supplier are combined or inseparably mixed with other movable goods to form a single product, and if this new product can be regarded as the main product, it is agreed that the purchaser transfers to the supplier proportional joint ownership, provided that the main product belongs to him. The purchaser keeps the property or joint property on behalf of the supplier. Otherwise the same applies for the new product created by processing or mixing as for the reserved goods.
9.6 The purchaser must notify the supplier immediately of any compulsory enforcement measures by third parties against the reserved goods, the claims relinquished in favour of the supplier or other securities, and provide all documentation necessary for intervention by the supplier; This also applies for impediments on any sort.
9.7 The supplier undertakes to release securities given in accordance with the above conditions, at the request of the purchaser, in cases where the value of the securities exceeds the claims to be secured by more than 20%.

10. Guarantee
10.1 If the goods supplied are faulty or lack any assured properties, the supplier must, at his discretion and to the exclusion of further guarantee claims by the purchaser, provide rectification or replacement. Such faults must be reported to the supplier immediately in writing – in the case of obvious faults within 8 days at the latest following receipt of the goods, and in the case of concealed faults, immediately they are identified. The faulty parts must be returned.
10.2 No guarantee is given for faults caused by unsuitable or improper use, faulty installation or commissioning by the purchaser or third parties, natural wear and tear, faulty or negligent handling, or for the consequences of improper and unauthorised modifications carried out without the agreement of supplier or maintenance work by the purchaser or third parties.
10.3 The guarantee period is 6 months. The guarantee period begins with the delivery of the goods to the purchaser, and ends 6 months after the goods have left the supplier’s works.
10.4 The purchaser is not entitled to require cancellation in the sense of § 462 BGB. In the supplier allows an appropriate period set for him to elapse without having corrected the fault or provided replacement, the purchaser is entitled to withdraw from the contract. (The supplier is liable for rectification work and replacement delivery to the same extent as for the original delivery; The original guarantee period applies for replacement deliveries.)

11. Other compensation claims
11.1 If a valid refrainment order has been issued against the supplier as the manufacturer of technical working equipment under § 5 GtA, the purchaser may require that the safety faults is rectified, or at the discretion of the supplier, the goods in question are taken back or replaced. Such a requirement is excluded if one month has passed since the supplier notified the purchaser of the refrainment order.
11.2 Claims for compensation for damages on the grounds of delay, impossibility of provision, culpable infringement of subsidiary contractual obligations, culpability on contract conclusion and unauthorised action are excluded, unless such claims are based on deliberate or gross negligence on the part of the supplier or his agents. Liability is restricted to grossly negligent infringements and the damages foreseeable at the time of contract conclusion.
11.3 Claims under product liability regulations on the grounds of personal damages or damage to privately used items remain unaffected by this stipulation.

12. Place of fulfilment and jurisdiction
Place of fulfilment for all obligations arising from the contractual relationship is the head office of the supplier. Place of jurisdiction for all legal disputes, including in the course of a foreign exchange and cheque process, is the court responsible for the head office of the supplier, if the purchaser is a commercial entity, legal person or special fund under public law.

13. Transferability of the contract
The contract rights of both parties can only be transferred by mutual agreement.

14. Boxes and crate packaging will not be taken back.