Terms of sale and delivery
Terms of Sale and Delivery
All deliveries, services, and quotations provided by us will be made exclusively on the basis of the general terms and conditions set forth herein. Alternative terms and conditions of the Purchaser which are not expressly recognized by the Supplier shall not be binding on the Supplier even if not expressly object to by the Supplier.
1. Contract conclusion
Our quotations are subject to change without notice. A contract shall be deemed concluded and will become effective only after our confirmation in writing; the same applies to any verbal secondary arrangements. Any changes shall be notified to the Supplier no later than ten (10) from the date of the order confirmation. No further changes will be accepted after that date. The Supplier reserves all property rights and copyrights to cost estimates, drawings, and other documents; these documents shall not be disclosed to third parties. When ordering delivery items to be designed, engineered and composed in accordance with the Purchaser's specifications, it shall be the Purchaser's responsibility to ensure that the delivery items' design, engineering and composition is functional and reliable and does not interfere with third-party industrial property rights. The Purchaser undertakes to indemnify and hold the Supplier harmless from any claims for damages.
All prices are quoted by us EXW loading bay, exclusive of packaging and other expenses, plus the statutory VAT rate valid at the time. All prices are subject to change without notice. The prices shall in each case apply only to the confirmed order; for orders delivered on demand, we will charge the prices valid on the date of delivery or on the due date for acceptance.
3. Terms of payment
Unless otherwise agreed, all invoices shall be payable to our payment office within 30 days from the date of invoice, without discount. Bills of exchange will be accepted only subject to prior agreement, on account of performance and at the Purchaser's expense. Offsetting against counterclaims is inadmissible unless the counterclaims are uncontested or have been recognized by final and unappealable court ruling. Complaints shall only entitle the Purchaser to withhold payments which are based on the same contractual relationship. If the payment deadline is exceeded, we reserve the right to charge default interest from the due date in the amount of 4% above the respective discount rate of the German Central Bank, notwithstanding the assertion of any further damage caused by the delay. Should the Purchaser default in payment or should a bill of exchange or a check from the Purchaser be protested or executed against the Purchaser by a third party, the Supplier shall be entitled to demand immediate payment of all outstanding invoices, including all invoices not yet due.
4. Deliveries and delivery time
The term of delivery shall commence upon dispatch of the order confirmation, but not prior to the receipt of all requisite information to be made by the Purchaser. The same shall apply to any down payment to be made by the Purchaser. The term of delivery shall be deemed observed if the delivery item has left the factory by the expiry of said term, or if readiness for dispatch has been advised insofar as the goods could not be dispatched in good time without any fault on the Supplier's part. We shall have the right to postpone delivery dates or to withdraw from the contract if we are prevented from performance of the contract by reasons beyond our control; this shall apply in particular in case of delivery disruptions on the part of our suppliers, raw materials shortages, or government measures, as well as in cases of force majeure. The Purchaser will in these cases be entitled, to the exclusion of any further-reaching claims, to withdraw from the contract if a reasonable period of grace granted to us has elapsed without result.
5. Drawings and documentation
The dimensions, weights, illustrations, descriptions and other information provided in our catalogs, brochures, price list, quotations and other documents shall only be understood as being approximate. They shall not be deemed binding unless expressly declared as subject-matter or condition of the contract.
6. Shipping and passing of risk
The risk of loss and damage shall pass to the Purchaser as soon as the goods have left our factory or our warehouse (EXW acc. to the most recent INCOTERMS version). In case of delays for which the Purchaser is responsible, the risk of loss and damage shall pass to the Purchaser on the day the goods are ready for shipment. Shipping will be at the risk and expense of the Purchaser.
7. Acceptance and fulfillment
The Purchaser shall take delivery of the supplied goods even if they exhibit minor defects, without prejudice to Purchaser's rights under Section 8 of these terms and conditions.
8. Liability for defects in the goods supplied
Any apparent defects of goods shall to be reported to the Supplier in writing without undue delay, but not later than ten (10) calendar days after delivery of the goods. The Supplier will be liable for any defects in the delivered goods, which also includes a lack of expressly guaranteed features, to the exclusion of further demands, notwithstanding the provisions of Sentence 8 of the last Paragraph, as follows. The Supplier may at its own discretion either repair parts which prove to be unfit for use or the use of which turns out to be materially impaired within the warranty period, or to re-deliver such parts within its limits of delivery, or to compensate the Purchasers for the value of such parts. The causes for the defect must precede the passing of risk. Such causes shall be deemed to conclude notably defective design, inferior building materials, or inadequate workmanship. The warranty term shall be twelve (12) months; the warranty term for third-party products or in case of multiple-shift operation shall be six (6) months. The warranty term shall commence on arrival of the delivery at the Purchaser's premises. Should the dispatch, assembly or putting into operation of the delivery item be delayed through no fault of the Supplier, Supplier's liability for defects shall expire not later than twelve (12) months after the passing of risk. If the Purchaser is asserting claims for defects, we shall not be liable to any rectification of defects or replacement delivery unless the Purchaser forwards the subject-matter of the contract to the Supplier's premises at its own expense and risk. The transport costs will be reimbursed in full provided we are under a warranty obligation and provided we were given the opportunity for a rectification of defects and or a replacement delivery. If the Purchaser is unable to return the contested delivery (unsuitable for transport, installation or assembly), we may at our discretion remedy or have the damage remedied right on the premises. If the Purchaser's complaint proves to be unfounded, the Purchaser shall bear the expenses incurred as a result of the Purchaser's demand for compensation. Returns of defective goods to us shall be appropriately and securely packaged. No warranty will be given for damages resulting from any of the following causes: Unsuitable or inappropriate use and/or non-observance of the operating rules, defective assembly and/or commissioning by the Purchaser or third parties, non-observance of the Regulations of the German Accident Prevention & Insurance Association (UVV), natural and normal wear & tear occurring through normal utilization, unsuitable operating materials or substitute materials, faulty construction works, unsuitable foundation soil, or chemical, electro-chemical or electrical influences, unless these are due to the Supplier's fault. If the attempt to remedy the defect has failed, or if remedial of the defect would require an unreasonable amount of expenditure or work, the Purchaser shall be entitled to reduce the purchase price. Any further claims of the Purchaser against the Supplier or its vicarious agents or assistants shall be excluded, in particular any claims for compensation for damages not caused to the delivery item itself. This shall not apply in cases of gross negligence or willful intent where liability is mandatory.
9. Retention of ownership title and right of withdrawal
The delivery items shall remain the property of the Supplier until receipt of all payments due under the supply contract. If the Supplier’s delivery items are a) machined and/or processed or b) combined and/or processed with other products to form a new uniform object, it shall be understood and agreed that the Purchaser will transfer co-ownership to the Supplier on a pro rata basis, in case a) notably a co-ownership share in proportion of the invoice value of the delivery goods to the invoice value of the other goods; the Purchaser shall safeguard the property for the Supplier. The Purchaser will be entitled to resell the delivery item in the ordinary course of business. However, the Purchaser here and now agrees to assign to the Supplier all receivables in the amount of the delivery value (plus interest and ancillary claims) which are due to the Purchaser from the resale against it customer. The assertion of retention of title and the seizure of the delivery item by the Supplier shall not be considered a withdrawal from the contract except in cases where the Installment Purchase Law ('Abzahlungsgesetz') applies. If the value of the collaterals held by us exceeds our claim against the Purchaser by more than 15%, we will release such collaterals at our discretion at the Purchaser's request. If the Supplier is prevented from the performance of its obligation for reasons beyond its reasonable control, the Suppliers will be entitled to withdraw from the contract in whole or in part. In such a case, any obligation to provide compensation for damages shall be excluded.
10. Other claims for damages
Any other claims for damages shall be covered by the Supplier within the scope of its business liability insurance. More extensive claims, including claims resulting from tortuous acts, shall be excluded. This shall not apply in cases of gross negligence or willful intent on the part of the Supplier or its vicarious agents or assistants where liability is mandatory.
11. Place of venue and place of performance
Place of venue is Höchstadt. The Supplier shall also be entitled to file legal action at the Purchaser's registered domicile. Place of performance for all of the Purchaser's payments is Lonnerstadt.
12. Applicable law
The contractual relationship shall be governed by the substantive law of the Federal Republic of Germany. Application of the Hague Uniform Laws of Purchase shall be excluded.
13. Partial invalidity
Should any parts of these provisions be or become invalid, the remaining provision shall remain in full force and effect. The Purchaser and the Seller undertake to replace such ineffective provisions by other which provisions as closely as possible approximate the economic intent of the ineffective provisions.