(1) Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. These apply also for all future business relations, even if they are not expressly agreed. At the latest with the receipt of the goods or service, these conditions shall be deemed accepted. Objections from customers with reference to their terms and conditions of business or purchasing conditions are hereby disallowed.
(2) Should individual provisions of these terms of delivery and payment be invalid, this shall not affect the validity of the remaining provisions. Any invalid provisions shall be replaced in good faith by the contracting parties within the bounds of what is reasonably practicable by means of such arrangements which are best suited to the economic purpose of the contract without substantial changes to the contract content. The same applies if there is no explicit provision for a situation which is in need of regulation.
(3) Any arrangements made between us and the customer for the purpose of carrying out this contract must be in writing.
Conclusion of the contract; Scope of services
(1) Our offers are non-binding and without obligation. Declarations of acceptance and all orders must be confirmed by us in writing to be legally valid. The contract is deemed to be concluded when we confirm this in writing (order acceptance), this shall be decisive for the scope of the order. If there is no order acceptance then the scope of the order shall be determined by the offer which has been accepted by the customer in due time. Delivery replaces written order acceptance.
(2) The customer has to check the correctness and completeness of our order acceptance immediately and to inform us of deviations from his order within a maximum of two working days.
(3) Features from the catalogue or offers such as illustrations, drawings etc should be regarded as approximate. Drawings, illustrations, dimensions, weight or other data are only binding when they have been explicitly agreed in writing.
(4) We reserve without limitation our rights of ownership and exploitation for quotations, drawings and other documents (hereinafter: documents). These documents may only be made accessible to third parties with our prior consent. If we do not receive the order they are to be returned immediately upon request.
(5) Our sales representatives are not authorised to make verbal ancillary agreements or give verbal assurances that go beyond the content of the written contract.
(6) The customer is liable for the correctness, accuracy and completeness of the order documents and order details supplied by him, in particular in drawings as well as for technical data and samples. Information communicated verbally, including changes and additions to the documents and data provided, must be confirmed in writing. If an order is not confirmed or executed by us within one month after receipt, or in special cases (e.g. special products) within 3 months, during which time the customer is bound to his order, the customer is entitled to cancel the order, without being entitled to claim compensation for damages from us.
Prices, payment terms
(1) Our prices are € -prices. The prices stated in our order acceptance are decisive. They are valid ex works, in the case of domestic transactions the applicable value-added tax shall be added, the prices do not include installation, commissioning and assembly costs or packaging, freight, postage and insurance costs. They are calculated on the basis of the labour, material and other costs applicable on the date of our offer. In the case of an increase in material and raw material prices, energy costs, wages and salaries, manufacturing or transportation costs, we shall be entitled to charge and increase the prices arising on the day of delivery as a result of effective increases in costs, unless the delivery is made to a non-trading business within 4 months of the conclusion of the contract.
(2) Additional deliveries and services will be charged separately.
(3) Invoices are payable within 8 days with 2% cash discount, within 30 days net. Payment is due with delivery. Installation services are payable immediately. In the case of construction work, we are entitled to demand partial payments according to the status of the work carried out. Payments to our representatives can only be made on the basis of our written collection authorisation. We shall be entitled, despite other provisions of the customer, to first offset payments to his older debts and shall inform the customer of the nature of the settlement. If costs and interest have already been incurred, we are entitled to charge the payment first to the costs, then to the interest and lastly to the main product/service. A payment is only deemed to have taken place if we have access to the amount. In the case of cheques, payment shall only be deemed to have taken place when the cheque is cleared. We always reserve the right to take our own and others acceptances as conditional payment; the payment of our claim shall be deemed to have been effected with redemption of the bill of exchange by the customer. Discount, expenses and other costs are borne by the customer.
(4) If the payment period is exceeded, default interest of 8 (for consumers 5) percentage points above the current base rate, but at least 5 percentage points, is required. If the customer is in default with a significant part of the payment, or if cheques or bills of exchange are protested, or are not honoured, all our claims against the customer will be due for immediate payment. This also applies to deferred invoices, as well as bills of exchange or cheques due later.
(5) If the customer’s financial situation deteriorates significantly after conclusion of the contract, or if their poor financial situation becomes recognisable only after conclusion of the contract, we are entitled, in the event of a risk to the counter-performance, to refuse deliveries which have not yet been made or to demand appropriate prepayments or security.
(6) The customer can only offset an undisputed, legally binding claim, or a claim based on incomplete fulfilment of our major obligations. The customer only has a right of retention for claims based on the same contractual relationship.
Series deliveries, long term and call-off contracts
(1) Permanent contracts can be terminated with a notice period of 3 months to the end of the month.
(2) If, in the case of long-term contracts (contracts with a term of more than 12 months), a substantial change in labour, material or energy costs occurs after the expiry of the first four weeks of the contract, each contracting party shall be entitled to request an appropriate adjustment to the price, which takes these factors into account.
(3) Our prices are calculated according to the agreed order quantities. If no binding order quantities have been agreed, our calculation is based on the agreed target quantities. If the order quantity or target quantity is fallen short of then we are entitled to increase the price per unit appropriately. If the customer exceeds the quantity with our consent, he may demand a reasonable price reduction, provided that he has notified us of this in writing at least 3 months before the agreed delivery date. The amount of the reduction or increase is to be determined according to our bases for calculation.
(4) In the case of call off delivery contracts, binding quantities shall be notified to us at least 3 months before the delivery date, unless otherwise agreed. Additional costs which are caused by a delayed call-off or subsequent changes in the call-off in respect of the time or quantity caused by the customer shall be borne by the customer; our calculation is decisive.
Delivery deadlines
(1) Delivery dates or deadlines, which can be agreed bindingly or non-bindingly must be in writing. Our delivery time counts from the date of our acceptance of the order. Any changes in the product/service after acceptance of the order will extend the deadline accordingly.
(2) Compliance with delivery deadlines is conditional upon the timely receipt of all documents to be furnished by the customer as well as compliance with the agreed terms of payment and other obligations by the customer. If the customer delays or neglects the necessary or agreed upon cooperation measures, the delivery period shall be extended accordingly.
(3) Even in cases of binding deadlines and dates, we shall not be liable for delivery and performance delays due to force majeure and on account of events which make delivery temporarily more difficult or impossible for us - including, in particular, strike, lock-out, official directives, operational disturbances or the loss of important production facilities / machines, delays in the delivery of important raw materials and components, lack of materials or energy, including as a result of significant price increases, transport delays and all cases of force majeure, even if they occur at our suppliers or their subcontractors. The above shall also apply if the aforementioned circumstances occur during an existing delivery delay. They entitle us to defer the delivery or service by the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part not yet fulfilled. Other rights of withdrawal remain unaffected.
(4) If the hindrance lasts longer than three months, the customer is entitled, after a reasonable extension period, to withdraw from the contract with regard to the part that has not yet been fulfilled. If the delivery time is extended or if we are released from our obligations, the customer cannot derive any claims for damages from this. The supplier can only rely on the above-mentioned circumstances if he notifies the customer immediately.
(5) If an inspection of the delivery item is desired, the conditions for this shall be specified at the latest at the conclusion of the contract. The inspection has to be carried out at our premises immediately after notification of readiness for delivery. The costs of the inspection are to be borne by the customer.
(6) If shipment or delivery is delayed by more than one month after notification of the readiness for shipment at the customer’s request then we can charge the customer 0.5% of the price of the items of the delivery per month or part thereof, up to a total maximum of 5% . The contracting parties are free to provide evidence of higher or lower storage costs.
(7) Part deliveries are possible as long as these are reasonable for the customer.
Delivery and transfer of risk
(1) The delivery is EXW (“ex works”, Incoterms® 2010) Porta Westfalica. The risk of the accidental loss and the accidental deterioration of the goods shall be transferred to the purchaser when we have handed them over to the freight forwarder, freight carrier or other third parties (where the commencement of the loading process is decisive) or the goods for dispatch have left our warehouse. This applies irrespective of the question of the acceptance of the shipping costs or the delivery.
(2) If the dispatch, the delivery or the receipt is delayed by reasons for which the customer is responsible, or if the customer delays acceptance of the goods for any other reasons then the risk passes to the purchaser.
(3) Unless otherwise agreed, the packaging, shipping method, transport route, etc. shall be at our discretion. The transport crates of our standard packaging are not designed for stacking. A special packaging (for example, an additional transport protection, which allows a maximum two-storey stacking of the transport crates) is only provided at the expense of the customer (which he must specify in his order at the latest). The transport packaging cannot be lifted by crane. Suspended transport is therefore prohibited
(4) At our request packaging material and loading equipment shall be returned immediately freight prepaid; Credit is granted according to the re-use value. Pallet cages or euro flat pallets, which are not returned will be charged after a grace period set by us.
(6) Insurance for the delivery against theft, breakage, transport, fire and water damage or other insurable risks shall only be concluded upon special agreement at the request of the customer and at his expense.
Retention of Title
(1) Until the fulfilment of all claims, including future and conditional claims, arising from the business relationship (including all balances due from current account), which are now or in the future due to us for any legal reason from the customer, the following security is granted to us which will be released upon request at our discretion , provided that the value exceeds the claims by more than 10% on a sustained basis. This also applies if payments are made on specially designated claims.
(2) The goods remain our property. Processing or reworking are always carried out for us as manufacturer, but without obligation for us. If our co-ownership of the supplier’s property expires due to linkage, it is now agreed that the customer’s (co-ownership) of the unified item shall transfer to us as a proportionate value (invoice value). The customer keeps our (co-) property free of charge. Goods on which the supplier is entitled to (co-) ownership are hereinafter referred to as goods subject to reservation of ownership.
(3) The customer is entitled to process and sell the goods subject to reservation of ownership in the ordinary course of proper business as long as he is not in default. Pledges or collateral assignments are inadmissible. The customer is already fully liable to us from the resale or any other legal basis (insurance, tort) with respect to the reserved goods (including all balancing claims from current account). We revocably authorise him to collect the claims assigned to us for our account in his own name. This authorisation to collect can only be revoked if the customer does not properly fulfil his payment obligations.
(4) In the case of access by third parties to the goods subject to reservation of ownership, in particular distraint, the purchaser shall point out our property position and notify us immediately so that we can enforce our ownership rights. If the third party is not in a position to reimburse us in this connection for judicial and / or extra-judicial costs, the customer shall be liable for this.
(5) In case of breach of contract by the customer, in particular default of payment, we are entitled to withdraw from the contract and demand the return of the goods subject to reservation of ownership. The customer is obliged to continually keep us informed about the location of the goods subject to reservation of ownership until they have been paid in full.
Rights of the customer due to defects, liability
(1) The limitation period for the sale of newly manufactured items is 1 year. If the customer is a consumer, a limitation period of 2 years applies. The sale of used goods is subject to exclusion of any liability for defects. If the purchaser is a consumer, the limitation period for material defects for used items is 1 year.
(2) In the case of defective goods, the customer may primarily demand supplementary performance pursuant to Art. § 439 of the Civil Code. If the customer is not a consumer, we can choose between the elimination of the defect and the delivery of a defect-free product. If the customer has assembled the goods and makes claims for defects, we shall only be liable if the assembly has been carried out in a professional manner. For this purpose, the customer bears the burden of presentation and proof. The statutory provisions apply to the limitation of claims based on the defectiveness of a product/service. If the purchaser requires supplementary performance, we can, at our discretion, remove the defect or manufacture a new product.
(4) Claims for defects by a commercial customer shall only be considered if these are subject to examination and notification obligations pursuant to Art. § 377 HGB with regard to any deviation. Complaints must reach us within a period of 10 working days - in case of hidden defects immediately after their discovery. If the customer omits this notification, the goods shall be deemed approved.
(5) Payments by commercial customers may be withheld in the case of complaints to an extent which is proportionate to the material defects. A payment can only be withheld if the customer asserts a complaint for defects where there can be no reasonable doubt of the justification of the complaint. If the complaint is unjustified, we are entitled to demand reimbursement of expenses incurred from the customer.
(6) Claims for damages and expenditures on the part of the customer, irrespective of the legal basis, in particular for breach of obligations arising from the contractual relationship and unauthorised action are excluded. This does not apply, in the case of mandatory liability, e.g. for guaranteed characteristics, according to the Product Liability Act, in cases of intent, gross negligence, injury to life, body or health, as well as infringement of essential contractual obligations. However, the claim for damages for the infringement of essential contractual obligations is limited to the foreseeable damage which is typical for the contract; Claims for loss of profit, savings from third party claims for damages and other indirect and consequential damages cannot be demanded. This also does not apply if a quality characteristic guaranteed by us is intended to protect the purchaser against such damages and / or as far as intent or gross negligence is concerned or if he is liable for injury to life, body or health. A change of the burden of proof to the disadvantage of the customer is not connected with the above regulations. As far as our liability is excluded or restricted, this also applies to our employees, representatives and other auxiliary personnel.
(7) The same applies to the risk of a glass breakage. Also in this respect, liability on our part shall be excluded in accordance with the above conditions.
If the customer sells the newly manufactured goods to a consumer within the scope of his commercial operation, and if he had to take back the goods as a result of defects, or reduce the purchase price to the consumer, no deadline is required for asserting claims for defects by the customer. In this case, the customer may demand compensation from us for the justified expenses which he had to bear in relation to the consumer if the deficiency claimed by the consumer had already existed at the time the risk passed to the purchaser. Within the scope of this recourse against the company, the customer has, subject to the regulations in para. 8. no claim for damages.
Design changes
We reserve the right to make design changes at any time; however, we are not obliged to make such changes to products already delivered.
Intellectual property rights
(1) Any documents and drawings we provide to the customer as well as design services and suggestions for the design and manufacture provided by us, may be used by the customer only for the intended purpose, and shall not be made accessible to third parties or published without our consent. Unless otherwise agreed, our obligation is to provide delivery free from industrial property rights and copyrights of third parties - hereafter called intellectual property rights - only in the country of the place of delivery.
(2) If a third party is entitled to claim damages from the customer due to the infringement of protective rights by deliveries made by us as agreed in the contract, we shall be liable to the customer within the 12-month period pursuant to no. 8 as follows: At our option and at our expense for the deliveries concerned, we shall either obtain a right of use, modify them in such a way that the property right is not infringed or we will exchange the goods. If this is not possible for us at reasonable conditions, the customer is entitled to the statutory rights of cancellation or reduction of purchase price. Our liability for damages is determined in accordance with para. 8. The above obligations shall only apply to us if the customer immediately informs us in writing of the claims asserted by the third party, does not acknowledge an infringement, and reserves all protective measures and settlement negotiations to our discretion. If the customer cancels the delivery for damage reduction or other important reasons, he is obliged to point out to the third party that this does not entail any recognition of infringement. The customer’s claims are excluded, if he is responsible for the infringement. Claims by the customer are also excluded insofar as the infringement of the protection rights is caused by special requirements of the customer, by an application which is not foreseeable by us or by the fact that the delivery is altered by the customer or used together with products not supplied by us. In the case of claims by the customer in the event of infringements of the law, the provisions of para. 8. apply accordingly.
Final provisions
(1) Transfer of the contractual rights and obligations to third parties by the customer is only permitted with our written consent.
(2) Place of performance for payments is Porta Westfalica, for all other obligations the location of the supplier’s plant.
(3) Court of jurisdiction for all disputes arising from the contractual relationship, including claims related to cheques, bills of exchange and documents/certificates, insofar as the buyer is a merchant i.S.d. § 1 HGB, shall be the court of jurisdiction for our place of business. However, we are also entitled to sue the customer at his general court of jurisdiction.
(4) German law shall apply to the legal relations in connection with this contract, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
General terms and conditions in PDF format and additional attachments:
