Terms and Conditions

§ 1 Range of application

Our deliveries shall be effected, services rendered and quotations submitted strictly on the basis of these Terms and Conditions of Business (and likewise on the basis of the Supplementary Terms and Conditions governing Items of Work and other Services).
As such, they shall also apply in the case of all future business relations, even where they have not been expressly agreed afresh again. An instance of counter-confirmation from the Customer based on the latter's terms and conditions of business shall not be deemed effective.

 

§ 2 Quotations and conclusion of agreement

1.         Our quotations are deemed to be without engagement and non-binding. We reserve the right to subject products to a reasonable degree of technical change and to undertake adjustments, in likewise reasonable measure, in respect of colour and form.

2.         Company personnel assigned to the area of sales and distribution shall not be authorised to engage in establishing such verbal collateral agreements or to furnish such verbal assurances as are seen to exceed the scope of the written agreement.

 

§ 3 Prices

1.         In so far as the Confirmation of Order does not indicate otherwise, our prices are to be understood ex-works plus Value Added Tax.

2.         Transport and packaging costs shall be charged for separately.

3.         Delivery ‘carriage-paid on truck to point of unloading' shall require that the location in question is accessible via a route easily travelled by a truck.

4.         The prices per valid price lists on the date of delivery shall apply.

 

§ 4 Terms of payment, payment for part-performance

1.         In so far as nothing to the contrary has been agreed, our invoices shall fall due for payment within 10 days carrying a 2% early-settlement discount or, alternatively, within 30 days of date of invoice without deduction (net). First-ever deliveries shall be conducted strictly on a cash-on-delivery basis or, alternatively, against pre-payment. Where the customer is seen to make default in respect of payments outstanding, we shall be entitled to demand interest on arrears in an amount admissible under law. Where we are in a position to furnish evidence of our having incurred further-reaching damage caused by such delay, we shall be entitled to assert a claim for compensation in respect of same.

2.         We reserve the right, in respect of contracts incorporating an agreed delivery period in excess of 4 months, to increase prices in line with any increases in cost which have been seen to have been incurred on the basis of trade agreements prevailing or as a result of an increase in the price of materials. Where such increase is in excess of 5%, the Customer shall be at liberty to withdraw from the contract.

3.         Entitlement in respect of offset in favour of the Customer shall only be acknowledged in cases where counter-claims are acknowledged by ourselves to exist and be due or have been established as being conclusive and undisputed in law.

4.         Where we become privy to circumstances of such nature as shall suffice to call into question the creditworthiness of the Customer, we shall be at liberty to demand payment-in-advance in reasonable measure or, alternatively, the provision of security.

5.        We shall be entitled to demand payment for part-performance following the raising of an invoice in respect of same.

 

§ 5 E.U. - turnover tax on imports

1.         In so far as the Customer maintains its domicile outside of the Federal Republic of Germany, it shall be obliged to comply with the statutory regulations prevailing in respect of turnover tax on imports as laid down by the European Union. It shall be obliged to advise its Value Added Tax Registration No. and any amendment in respect of same without being specifically requested to do so. Upon being requested to do so, the Customer shall be obliged to furnish information pertaining to its status as an independent enterprise, the proposed use and mode of transportation of the goods supplied and all such details as are deemed necessary for official statistical survey purposes. The Customer shall also be obliged to compensate us for all such cost as is incurred by ourselves as a result of details which are found to have been lacking or inadequate in their content in respect of turnover tax on imports.

2.         We shall not be held liable for the consequences attaching to details provided by the Customer which are found to have been lacking or inadequate in their content in respect of turnover tax on imports, unless appropriate evidence is forthcoming to suggest malicious intent of gross negligence on our part.

 

§ 6 Retention of title

1.         Until such time as all such claims shall accrue to us at this time or at any future date, whatever the legal basis for same, (including all balances due from current-account transactions) have been duly satisfied, the following securities are turned over to us, which we shall release upon request and at our own discretion in so far as their value exceeds amounts outstanding in our favour over an extended period by an amount in excess of 20%.

2.         Title to the goods shall remain with ourselves. Processing or conversion shall, at all times, be deemed to be carried out on our behalf as manufacturers, though without obligations of any nature thereby attaching to us. Where our status as co-holders of title ceases to apply as a result of a process of combination with other goods, it is herewith agreed that co-ownership on the part of the Customer in respect of the combined entity is transferred to us in an amount equivalent to the value (invoice value) attaching to the goods delivered. The Customer shall undertake to protect and oversee our co-ownership free-of-charge. Goods in respect of which co-ownership attaches to ourselves shall be hereinafter referred to as reserved goods.

3.         The Customer shall be deemed authorised to process or dispose of the reserved goods within the framework of normal business procedure and subject to the proviso that it is not in default in respect of payments which have fallen due for payment. The customer may neither place the reserved goods in pledge nor give same in security. All such claims as shall be seen to accrue from and attach to disposal or any other jurisdictional consideration (insurance, tortious act) in respect of the reserved goods (including all balances outstanding from current-account transactions) are herewith assigned to us by way of security and in full. The Customer is herewith empowered with revocable effect to collect amounts outstanding and assigned to us in its own name. This authorisation to collect may only be revoked where the Customer is found to be in default in respect of payments outstanding and due for settlement.

4.         In cases of seizure, confiscation or other such acts carried out by third parties in respect of the reserved goods, the Customer shall be obliged to draw attention to our title in respect of same and to inform us immediately of such development in order to enable us to assert our right of ownership.

5.         In the event of instances of breach of contract on the part of the Customer, in particular in respect of default of payment, we shall be entitled to seek surrender of the reserved goods or, where appropriate, to demand assignment to ourselves of surrender entitlement enjoyed by the Customer vis-a-vis third parties. Recovery or seizure of the reserved goods by ourselves shall not be deemed to constitute withdrawal from the contract in question on the part of merchants.

6.         For non-merchants (consumers), title to the goods shall not be deemed transferred to the Customer until such time as the purchase price has been paid in full.

 

§ 7 Warranty

1.         Conditions in respect of warranty as drawn up by the manufacturers of products which are supplied by us are passed on by us in their entirety to the Customer, however, we may not be held accountable for them.

2.         Where products are found to be defective immediately upon their arrival at the premises of the Customer (dead on arrival), the latter may demand replacement with a similar product. Where such exchange is not possible, a credit note may be raised of value equivalent to that of the product in question upon return of same.

3 .        Where warranty is successfully asserted, we shall be at liberty to decide as to whether repair or replacement is appropriate.

4.         Where our operating or maintenance instructions or those of the manufacturer are not followed, adjustments to the products carried out, parts replaced or consumables used which do not comply with the original specifications, all warranty shall cease to be effective where the Customer is unable to refute an appropriately substantiated assertion that one of the aforementioned circumstances caused the defect.

5.         We shall not be held liable for normal wear and tear.

6.         The right of assertion of warranty claims against us shall only accrue to direct contractual partners, and such rights are non-assignable.

7.         No consideration whatsoever shall be given to additional claims on the part of the Customer, in particular such claims for compensation including loss of earnings or other pecuniary damage sustained by the Customer as shall be asserted either against ourselves or against our vicarious agents.

8.         The foregoing limitation of liability under Position 7 shall not apply in so far as the damage incurred may be attributed to malicious intent or gross negligence or we have assumed a guarantee for the physical properties of the products.

9.         The Ordering Party shall be obliged to accept goods delivered, even where there is visible evidence of minor defects. The right to repair shall not be thereby affected.

10.       Where an obligation of significant contractual importance is breached, liability shall be limited to the foreseeable damage.

11.       The period of limitation for warranty claims attaching to new products is 1 year, and vis-a-vis consumers 2 years.

 

§ 8 Limitation of liability

No consideration shall be given to such claims for compensation as shall be based on breach of contract, default in respect of contractual negotiations and tortious act and asserted against ourselves and/or our vicarious agents in so far as there is no evidence to indicate malicious intent or gross negligence. This shall also apply for instances of claims for compensation in place of performance, however only in so far as compensation for indirect or consequential damage is demanded, unless liability is based on an assurance which is intended to protect the Customer against the risk of such damage. The level of liability shall, in all cases, be proportionate to the level of damage or loss foreseeable at the point in time of conclusion of the contract, whereby liability for our part as provided for under the law pertaining to product liability and other claims originating from the sphere of producer liability shall not be thereby affected. Likewise unaffected shall be claims for compensation based on intrusion in the life of the Customer, physical injury to the Customer or impairment of the health of the Customer.

 

§ 9 Transfer of risk

The risk shall transfer to the customer no later than upon dispatch of the goods or handover of same to the forwarding agent or freight haulier. The above shall also be effective in cases of ‘carriage-paid delivery to point of destination' as well as for part-deliveries or in instances where we have assumed the cost of the transport and/or of installation. Where despatch of the goods is delayed as a consequence of circumstances for which we may not be held accountable, risk shall transfer to the Customer upon issuance of our advice pertaining to readiness for dispatch. These provisions shall not apply where sale is affected directly to the consumer.

 

§ 10 Applicable law, jurisdictional venue, partial ineffectiveness

1.         These Terms and Conditions of Business and the legal relations prevailing between the Parties in their entirety shall be governed strictly by the Law of the Federal Republic of Germany.

2.         In so far as the Customer is a merchant in the sense of the Uniform Commercial Code, a legal person or separate property under public law, the legal domicile of our company shall be strictly deemed to constitute the jurisdictional venue for all disputes originating, either directly or indirectly, from the contractual relations.

3.         In so far as the Customer is a merchant in the sense of the Uniform Commercial Code, a legal person or separate property under public law, the legal domicile of our company shall be strictly deemed to constitute the jurisdictional venue for all disputes originating, either directly or indirectly, from the contractual relations.

 

§ 11 Data protection security

Your data are securely protected with us. Data necessary for business processes will be recorded and handled in accordance with the Bundesdatenschutzgesetz (§ 26 BDSG) in the course of electronic processing. Addresses may also be used for advertising purposes but you can veto this at any time. For the purpose of credit assessment we maintain an exchange of data with various organisations which check the creditworthiness of clients.

 

 

Supplementary Terms and Conditions governing Items of Work and other Services

 

§ 1 Range of application

1.         The following additional conditions shall apply in the case of performance constituting items of work and services.

§ 2 Items of work

1.         The written and duly agreed specification of performance alone shall have governing character. This shall contain performance features and any conditions pertaining to acceptance-testing.

2.         The Customer shall be obliged to accept immediately all work produced following successful conducting of the acceptance test (in so far as any such test has been agreed) and/or handover. Commissioning of work produced shall be deemed to constitute acceptance. Insignificant variation in respect of agreed performance features and acceptance criteria shall not warrant the Customer's declining to take receipt of work produced. Our obligation to rectify defects shall not be thereby affected.

§ 3 Services

Services serve to provide the Customer with an advisory and support facility. The scope, nature and type shall be laid down in the specification. The Customer shall bear the responsibility for ensuring that the desired results are ultimately achieved.

§ 4 Conditions facilitating work

The Customer shall be obliged to afford us the requisite time and opportunity to enable us to carry out the contract, in particular in respect of the items of physical work involved. We are to be afforded unrestricted access to the appropriate facilities as well as the space required for the purpose of keeping appliances, tools, spare parts, etc. The Customer shall undertake to make available free-of-charge and in adequate measure all of the resources required to carry out the work.

§ 5 Subcontracts

We engage the services of qualified personnel for all aspects of work covered by our operating performance. We are authorised, for the purpose of carrying out our work, to avail ourselves of the services of third parties having the requisite level of qualification.

§ 6 Warranty

1.         As part of our operating performance, we guarantee that the performance features agreed under the specification are met. We shall undertake to eliminate all such substantiated defects as are covered by warranty and advised by the Customer in written form. The period of warranty commences as of acceptance or handover and extends to 2 years in the case of consumers and otherwise to 1 year.

2.         No claim to assertion of warranty will be considered in the case of services.

§ 7 Prices

1.         In so far as nothing to the contrary has been agreed, performance will be charged for on the basis of cost incurred through labour and materials, whereby the rates generally valid here shall apply.

2.         Where performance is calculated on the basis of labour and materials, travel time and travel expenses will be invoiced separately.