General Terms and Conditions of Sale and Delivery
1. General information
1.1 Our deliveries are only subject to the following conditions, even if we don't contradict explicitly to the customer's purchasing conditions. Amending or supplementing of these General Conditions of Sale and Delivery will only be binding if they are confirmed by us in writing.
1.2 All offers are non-binding and subject to confirmation. Orders are only valid when confirmed in writing. The technical specifications, measurements, weights as well as any illustrations and descriptions shall only be binding if this is explicitly confirmed. Gross weight and box dimensions shall be indicated according to best estimation, however without engagement.
1.3 We reserve all proprietary rights and copyrights of offers, order confirmations, drawings and other documents. Without our consent these may not be made available to third parties, published, reproduced or used for any purpose other than that agreed.
2. Amount of delivery
2.1 Our written order confirmation shall be decisive for determining the extent of our delivery obligations. Any collateral agreements or modifications shall require written confirmation.
3. Prices and payment
3.1 Unless otherwise indicated, all prices are subject to these terms of delivery.
3.2 We are in no way obligated to accept bills of exchange. Any and all discounting and bill charges shall be borne by the customer. If a bill of exchange is not paid, all outstanding accounts receivable will fall due immediately.
3.3 In the event of delayed payment, we can demand default interest amounting to 4 % over the current base interest rate - however, at least 8 % per annum. The right to evidence a higher extent of loss or damage shall remain reserved.
3.4 With changes in material, energy costs, rises in tariffs or other benefits we retain the right to adapt our prices.
4. Delivery time
4.1 The delivery time shall commence on the confirmation of order being issued, but not before the customer has provided the authorized drawings, releases, documents, official approvals, required information as well as not before receipt of an agreed down payment or due payments from earlier deliveries.
4.2 The delivery deadline has been met when the goods have left the plant before the deadline has expired or the customer has been notified that the goods are ready to be shipped.
4.3 The delivery time shall be extended to a reasonable extent for measures taken in the context of industrial disputes, in particular strikes and lock-outs and in the event of unforeseen obstacles that lie outside the influence of the supplier, in so far as such obstacles can be shown to have a significant influence on the production or dispatch of the item to be supplied. This also applies if such circumstances arise with subcontractors.
4.4 All delivery promises and -appointments are subject to the availability of our own suppliers as well as the opportunity to optain materials.
4.5 Any claims for damages lodged by customer against us due to delayed performance shall be excluded in all cases of delayed delivery, even after expiration of a period set to us for delivery.
4.6 Partial deliveries are permitted and may not be rejected by the contract partner when a balance still remains to be delivered or when a partial shipment may still be deemed reasonably useful to the contract partner.
5. Dispatch and transfer of risk
5.1 Unless specified otherwise in written instructions by the customer, the seller shall determine the type of shipment that seems to be most beneficial to the customer and shall insure the ordered goods against the usual transport risks from starting point to destination. The costs for transportation insurance will be additionally charged.
5.2 The risk is transferred at the latest when the delivered parts are dispatched to the customer and even if partial deliveries take place or if we have undertaken other services such as for example the forwarding charges, transportation and installation.
5.3 If dispatch is delayed due to circumstances that the customer is responsible for, then the risk is transferred to the customer from the day on which the goods are ready for dispatch. We are however obliged, at the request and the expense of the customer, to effect insurance as requested by the customer.
6. Reservation of proprietary rights
6.1 We retain title to the article to be supplied until the receipt of all payments arising from the entire business relationship including any finance bills or return bills which may exist. This also applies regarding further processing or resale to third parties. In case of insolvency of the customer and according to the German Konkursordnung, the right of segregation and substitutional segregation will be claimed.
6.2 The customer may neither pledge the goods for delivery nor assign them for security purposes. In case of seizure or confiscation or any other disposal by any third party, the customer has to inform us without any delay.
7. Liability for defects
7.1 Unless otherwise prescribed by statute, we take responsibility for defects including the absence of guaranteed product's characteristics and qualities under exclusion of further claims by, at our reasonable discretion, mending or re-delivering defective parts which are unusable or insignificantly impaired in their usability because of deficient design, poor materials or defective execution, and this can be proved to have existed before the transfer of risk.
In the case of third-party products which we do not manufacture ourselves, we shall be liable for rectifications or replacements to the same extent as for the original manufacturer. Defects must be notified to us in writing without delay. We must be notified of any defects immediately in writing; on request, the parts in question shall be sent to us.
7.2 In addition, the conditions contained in §§ 377 and 378 HGB are valid.
7.3 Any alterations, repairs or improvements executed by the customer or any third party without prior approval from the supplier, however, will exclude all liability for consequences resulting therefrom.
7.4 The warranty for defects does not cover natural abrasion, nor damages that occur after passage of the risk and result from inappropriate or negligent handling and excessive strain.
7.5 Warranty claims may only be asserted within 24 months, to be counted from the date of delivery or when the consignment is reported as ready for shipment.
7.6 Further claims on parts of the customer, in particular any claim to a compensation of damages not originating from the delivered object itself, have been excluded.
8. Damages in transit
Any damage resulting from transport or any other complaint on the basis of defect or incomplete delivery shall be reported immediately in written form or within 10 days of receipt of the goods at the latest. Failing such notification, the goods shall be deemed accepted. If the external appearance indicates that the delivery could be damaged, the nature of the damage must be confirmed on the waybill by the carrier. For any damages that are not externally visible a damage statement shall be submitted within the same time limit by the carrier (e.g. documentation of the facts by railway official, postal statement about the transport damage, insurance certificate, etc.).
9. Competent court of jurisdiction
For both parties, Ense (District of Soest, North Rhine-Westphalia in Germany) is considered as the place of fulfilment for all rights and duties arising from the transactions. The competent jurisdiction shall be Werl (North Rhine-Westphalia in Germany).