General terms and conditions
§1. Offer and order
(1) All our offers, including future offers, order confirmations and all deliveries and services are made exclusively on the basis of the following terms and conditions. Any conflicting terms and conditions are hereby expressly rejected. They shall not be recognised even if we do not expressly object to them again after receipt by us. Our general terms and conditions of business shall be deemed accepted at the latest upon receipt of our goods and services.
(2) Our terms and conditions shall remain in full force and effect even if individual parts are legally invalid. In place of an invalid provision, the valid provision whose economic content comes closest to the invalid provision shall be deemed agreed.
(3) All our offers and price lists are always subject to change. All agreements and orders, in particular those made verbally or by telephone, are only binding if we have confirmed them in writing or have carried out the delivery. This also applies in particular to orders and agreements with our field staff.
(4) If we waive any of the conditions listed here or agree to any amendments, this shall not result in a waiver of the remaining conditions or their amendment.
(5) In the case of goods and services the use of which is subject to statutory or official regulations, the Buyer’s order shall at the same time be deemed a declaration that these goods or services are being used for a permitted purpose in the aforementioned sense.
§2. Scope of the obligation to perform
(1) Our written confirmation, which is issued on the basis of the order, is always decisive for the scope of our obligation to perform. Alternatively, the confirmation can also be made by delivery or invoicing.
(2) Partial deliveries are permissible at our discretion. Each partial delivery shall be deemed an independent legal transaction.
§3. Prices
(1) All offer and sales prices are subject to change. Prices are always calculated at the prices valid on the day of delivery.
(2) All prices in our price lists are net prices ex our Wachtendonk works without value added tax and discount. The value added tax is listed separately in each invoice. Packaging material, transport costs and similar are charged at cost price and are to be paid with the invoice for the goods.
§4. Payment and default in payment
(1) Our invoices are due and payable 30 days after the invoice date. If payment is received by us within 14 days of the invoice date, we shall grant a 2% discount. If the payment deadline is exceeded, we shall be entitled to charge interest at the usual bank rate – at least 4% above the respective discount rate of the German Federal Bank – from the date of invoice. Further rights remain unaffected. After expiry of the 30-day payment period, default shall occur in accordance with § 286 BGB (German Civil Code) without the need for a reminder.
(2) Our invoices for machines and equipment are to be paid with 50% of the invoice amount at the time of invoicing. The remaining payment is due upon delivery. If payment is not made, we shall be entitled to refuse delivery.
(3) Bills of exchange, cheques and all other non-cash payments shall only be accepted by express agreement and on account of performance. Discount, collection or other charges shall be borne by the customer. They are to be paid immediately in cash. Credit notes for bills of exchange and cheques shall be made subject to receipt less all expenses with value date of the day on which we can dispose of the equivalent value.
(4) All our claims shall become due immediately, irrespective of the term of any bills of exchange, if the terms of payment are not complied with or if we become aware of circumstances indicating a significant deterioration in the financial circumstances of the customer. We are then entitled to process already confirmed orders only against advance payment or securities. We are also entitled to do this if the customer has repeatedly failed to comply with the payment agreement in the course of the business relationship or if there are justified doubts about the customer’s willingness to pay. If we do not make use of our right to advance payment or provision of security, this shall not result in a waiver of later assertion. If we make such a demand, this shall not affect the obligations assumed by the customer. We may also prohibit the resale of goods already delivered and demand their return with transfer of direct possession to us at the customer’s expense. In the aforementioned cases, the customer already now agrees to the removal of the delivered goods by us. Furthermore, he hereby grants us the right to enter the premises where the goods are located in order to remove the goods. The customer shall be liable for all damage occurring during the removal of the goods. The two preceding sentences shall apply irrespective of the legal reason for which the goods are returned.
(5) We shall be entitled to security of a type and scope customary for our claims, even if they are not yet due, conditional or limited in time.
(6) The customer may only offset undisputed or legally established claims or exercise rights of retention on this basis.eltend machen.
§5. Delivery and other services
(1) We shall always endeavour to comply with the delivery and performance periods or deadlines specified. However, time specifications are always only approximate.
(2) If delivery or performance deadlines are specified as a period, they shall commence on the date of our order confirmation. They shall be deemed to have been met upon notification of readiness for dispatch if dispatch is not possible for reasons for which we are not responsible. In the case of collection by the customer, the delivery or performance periods and dates refer to the time for which we have notified the goods to be ready for dispatch. The agreed delivery and performance periods and dates shall be extended – without prejudice to our rights arising from the customer’s default – by the period by which the customer is in default under this or any other transaction.
(3) If we are in default, the customer must grant us a reasonable grace period of at least 60 days. After expiry of this grace period, he may withdraw from the contract if the goods have not been reported ready for dispatch by the expiry of the grace period. Further claims are excluded to the extent permitted by law and limited to foreseeable damage.
(4) The provisions of §5 No 3 also apply to repairs and warranty claims.
§6. Dispatch and transfer of risk
(1) Dispatch shall be at the risk of the customer. The mode of dispatch shall be chosen by us. Insurance of any kind shall only be provided by us if this has been expressly agreed by us.
(2) Goods notified as ready for dispatch on the agreed date must be called off immediately. Otherwise, we shall be entitled to store them at the customer’s expense and risk at our discretion and to invoice them as delivered.
(3) The risk – including the risk of seizure – shall pass to the customer when the goods leave our works, or when they are handed over to a forwarding agent or carrier, if such takes place earlier. This shall also apply if partial deliveries are made or if we provide other services, e.g. shipping costs or if we carry out the delivery ourselves. warranty claims.
§7. Force majeure and other delivery conditions
(1) Unforeseen events and force majeure which necessitate a restriction or cessation of our operations or the like shall entitle us to postpone delivery for the duration of the hindrance as well as a reasonable start-up period. In this case, however, we may also withdraw from the contract in whole or in part because of the part not yet fulfilled. Force majeure shall be deemed to include fire, strike, lockout and other circumstances which make delivery considerably more difficult or impossible for us, irrespective of whether they have arisen at our premises, at the premises of our upstream suppliers or transporters etc.. The customer may demand a declaration from us as to whether we wish to withdraw or deliver within a reasonable period of time.
(2) Should such circumstances, the deviation of which is beyond our control, cause a substantial price increase for the goods, we shall also be entitled to effect delivery at a higher price corresponding to the cost increase.
§8. Warranty
(1) We warrant to the customer that delivered goods are free from material, functional and processing defects at the time of transfer of risk. Beyond this, we do not assume any warranty for properties of the goods unless we have specifically warranted a property in writing.
(2) This warranty is valid for a period of six months from delivery to the customer. Should a material, functional or processing defect become apparent within the warranty period, we will repair or replace the goods or their corresponding parts sent to us free of charge.
(3) The fulfilment of warranty claims does not result in an extension of the warranty period. We have the right to make several attempts at rectification or to make replacement deliveries. If it is unreasonable for the customer to accept further attempts at rectification or replacement deliveries, he shall be entitled to demand a reduction of the remuneration or, at his option, rescission of the contract. Further liability for the absence of warranted characteristics shall only be considered if the warranty was given in writing and was intended to protect against the defect or consequential damage that occurs. Any further claims are excluded, in particular claims for compensation for damage which has not occurred to the goods themselves. Furthermore, we shall not be liable for the suitability of the goods for the purposes envisaged by the customer. The proper handling, storage, operation and maintenance of the goods is a prerequisite for the maintenance of warranty claims. We must be given the opportunity to inspect or test the goods which are the subject of the complaint. If this does not happen and in particular if the goods are not made available to us immediately upon request, the warranty claims shall lapse.
(4) Notifications of defects and complaints about incorrect and faulty deliveries must be made in writing without delay, at the latest within one week of delivery and in the case of any hidden defects within 5 days of their occurrence, stating the relevant invoice and the alleged individual defects at the same time and enclosing the delivery note. The customer’s duty to inspect extends to the entire delivery.
§9. Liability
We shall only be liable under the statutory and contractual liability provisions (in particular in the event of default, breach of contract, impossibility, inability, breach of duties during contractual negotiations or tort) if the damage was caused intentionally or by gross negligence. In this case, too, liability is limited to the damage foreseeable for us, but no more than the value of the goods or the value of the service.
§10. Retention of title
(1) We retain title to all goods delivered by us until the customer has paid all – including future – claims arising from the business relationship. If deliveries are made on a current account, the retention of title shall serve as security for the balance. If the value of the securities exceeds the value of our claims by more than 15%, we shall release excess securities at our discretion.
(2) The customer is entitled to dispose of purchased goods in the ordinary course of business. The customer hereby assigns to us in advance any claims arising from the resale of goods which are subject to retention of title. In particular, he hereby also assigns to us claims for compensation against insurance companies or third parties arising from damage to the goods subject to retention of title.
(3) The customer is not permitted to pledge or transfer by way of security the goods delivered by us subject to retention of title. In the event of cessation of payments, the goods shall be segregated without special request and kept at our disposal.
(4) The assertion of the reservation of title shall not be deemed a withdrawal from the contract. If the goods are taken back for any reason whatsoever, we shall be entitled, without prejudice to further claims for damages, to charge a flat rate of 15% of the price of the goods invoiced to the customer for our costs associated with the taking back.
§11. Miscellaneous
(1) The law of the Federal Republic of Germany shall apply to the legal relationship between us and the customer.
(2) Place of performance and place of jurisdiction is Langenfeld, if legally permissible. In the case of actions on bills of exchange or cheques, the statutory place of jurisdiction shall also apply. We shall also be at liberty to sue the customer at his place of business.
Status: January 2014