General terms and conditions of business
I. Scope, offer
1. The following General Terms of Sale and Delivery apply to all our business
transactions with our customers or other buyers or purchasers (referred to
jointly hereafter as "purchaser"), even if not mentioned specifically in later
contracts. We herewith explicitly contradict the inclusion of general purchasing
conditions or other general business terms of the customer. This also applies if
the customer makes reference to his own terms of business, even when these
contain protective and/or exclusivity clauses and we do not explicitly contradict
these, regardless of the time sequence in which the competing conditions are
referred to by the contract partners, unless these have been accepted in writing.
2. The acceptance of our deliveries or services is taken to be an acknowledgement of
3. The Purchaser is obliged to give special emphasis to deviations from these terms of
4. Our offers are subject to confirmation and without obligation. Purchase orders and
orders from the purchaser are only said to have been accepted by us if we have
confirmed them in writing or proceeded with delivery.
1. Our prices are quoted ex works resp. ex warehouse plus freight costs, FCA,
FOB, C+F, CIF and/or plus statutory value added tax, unless agreed otherwise.
2. In the case of a delivery date which has been agreed as being longer than six
weeks or which is so long for reasons for which we are not responsible,
corresponding price adjustments are possible. If wages, raw material prices,
other material costs, customs fees, taxation or other duties and freight costs
increase from this point in time until completion of the delivery or if such costs
are introduced for the first time, we are en-titled to increase the price
appropriately in accordance with the increase in costs. This also applies when a
fixed price has been agreed.
III. Payment, default
1. Our prices are due for payment immediately on delivery, unless other conditions
have been agreed in writing. Insofar as we are entitled to make partial deliveries,
these can also be invoiced within one and the same delivery agreement in a part
payment invoice and become due for payment.
2. Agreed payment periods apply from making the goods available respectively from
the point in time of delivery of the goods, regardless of when the invoice is received
by the purchaser.
3. Payment obligations are not fulfilled until the payment has been received on our
account. Payment orders, cheques and bills are only accepted on account of
performance. The acceptance of bills is always subject to a prior written agreement
with us. On receiving bills, the corresponding bank discount and collection fees shall
be invoiced and must be paid immediately in cash.
4. We do not grant discounts as a matter of principle. If other conditions apply in
exceptional cases, the deduction of discount amounts is only permitted as long
as there are no outstanding payments from the entire business relationship.
5. We are entitled to attribute payments initially to the purchaser's old debts.
6. The purchaser is only permitted to offset counterclaims from our claims if such
counterclaims are undisputed or have become res judicata.
7. On exceeding the agreed payment period or agreed point in time for payment,
the purchaser shall have defaulted without needing a written reminder, insofar
as the payment period or the point in time of payment is stipulated or can be
calculated according to the calendar. In the case of default of payment, we are
entitled to demand the statutory default interest from the purchaser.
IV. Application consulting, scope/subject of the delivery
1. We provide application consulting to the best of our knowledge. All details and
information about the suitability and application of our goods do not release the
purchaser from the need to carry out his own tests to ensure that the products
are suitable for his intended procedures and purposes, unless these have been
named by us explicitly as possible applications.
2. The contractual quality of the goods is stipulated by the corresponding description of
the properties of our goods.
At the same time, such declarations of the quality do not constitute an independent
guarantee declaration. Any kind of guarantee always requires our explicit written
3. We reserve the right to make changes to the design and on account of the
production procedure and with regard to statutory legislation, insofar as the product
only undergoes minor changes which the purchaser can be reason-ably expected to
accept. We shall inform the purchaser about changes as early as possible.
4. If the products are subject to special regulations in countries outside the Federal
Republic of Germany, the purchaser alone is responsible for consideration and
5. We reserve the property rights and copyrights to samples, cost estimates, drawing,
sketches and similar information of a material and immaterial nature, including the
corresponding exploitation rights. The purchaser must not copy or duplicate such
items or make them accessible to third parties or disclose them in any other way
without obtaining our explicit written consent. Information of the above kind
belonging to offers must be returned to us immediately if an order is not placed and
otherwise at our request.
1. Unless agreed otherwise in writing, delivery shall be made ex works or ex
warehouse. In this case, the risk of loss or damage to the goods passes to the
purchaser with notification that the goods are ready for collection. The purchaser
bears the transport costs.
2. In the case of consignment of the goods, the risk passes to the purchaser on
handing the goods over to the first carrier, but at the latest on leaving the works or
warehouse, without a corresponding notification having to be issued and regardless
of whether the consignment takes place from the place of fulfilment and who pays
the transport/freight costs. We choose the type and route of shipment. Any
additional costs incurred by deviating requests made by the purchaser shall be paid
by the purchaser.
3. Partial deliveries which the purchaser can be reasonably expected to accept are
4. If the purchaser delays in accepting the goods or in making payment, our delivery
obligations rest in the scope permitted by law.
5. If we are prevented from fulfilling a contract by an Act of God or other unforeseeable
extraordinary incidents for which we are not responsible which make it essentially
more difficult for us to proceed with delivery, the delivery period is prolonged by the
period that the Act of God or the incident lasts, plus an appropriate start-up period,
regardless of whether this incident affects us directly or one of our upstream
suppliers. Such unforeseeable extraordinary incidents include for example strikes,
lockouts, fire, machine damage, material failure, production stoppages, official
measures, power failures, delay in the delivery of essential raw materials and
substances, inadequate deliveries of upstream materials as well as the lack of
adequate means of transport and other transport problems. In these cases, any
compensation claims from the purchaser are ruled out.
6. Any packaging and loading equipment (e.g. pallets, boxes, containers etc.) left with
the purchaser on a loan basis shall be stored at his risk and costs. They shall be
returned to us immediately and free of costs at our request.
VI. Retention of ownership
1. We reserve the right to retain ownership of all delivered items through to
complete payment of all claims on the purchaser to which we are entitled as a
result of our business relationship (conditional items).
2. The purchaser is entitled to resell the conditional item in normal business
transactions as long as he correctly fulfils his obligations to us. Attachment or
assignment as security of the conditional items is not permitted. The purchaser
already assigns to us all claims amounting to the purchase price agreed
between him and us (including value added tax) accruing to him through the
resale, regardless of whether the conditional item is resold without or after
processing. The purchaser is entitled to collect the claims assigned to us. This
does not affect our right to collect the claims ourselves; we undertake not to
collect the claims as long as the customer correctly fulfils his payment
obligations and is not behind with his payments. However, if this is the case, we
can revoke the authority to resell the conditional item and to collect the assigned
claims. In this case, the purchaser is obliged at our request to inform us of the
assigned claims and their debtors, to provide all details necessary for collection, to
hand over the corresponding documents and to inform the debtors (third parties) of
3. If we assert retention of ownership and attachment of the delivered items, this
does not constitute a withdrawal from the contract unless we make a
corresponding explicit declaration in writing.
4. Any processing of the conditional item is carried out by the purchaser on our
behalf. In the case of processing, connecting, mixing or blending the conditional
other products not belonging to us, we acquire co-ownership of the new product
in the ratio of the invoice value (invoice amount including value added tax) of the
conditional item to the other products.
5. The purchaser is obliged to take the conditional item into careful safekeeping, to
treat it with all due care and attention, in particular to have all due maintenance and
inspection work carried out at his own costs and to insure it at his own costs against
damage, destruction and loss. He already assigns his claims from the insurance
contracts to us in advance. We accept such assignment.
6. In the case of attachment and seizure or other third party injunctions or access to
the conditional item, the purchaser shall inform us accordingly without delay and
provide us with all information and documents necessary to protect our rights. The
purchaser shall draw the attention of executory officers or third parties to our
property. When using a warehouse keeper, his attention shall be drawn to our
property before taking the conditional item into storage.
7. If the realizable value of the sureties to which we are entitled according to the above
provisions exceeds the claims being secured by more than 20%, we shall release
securities accordingly in our own choice at the purchaser's request.
VII. Rights for defects and liability
1. Complaints of defects are to be reported in writing in accordance with § 377
German Commercial Code immediately after delivery, in the case of obvious defects
or those detected during normal inspection, within a cut-off period of 8 days after
delivery to the purchaser, or in the case of concealed defects immediately after
discovery. In the notification of defects, the purchaser shall provide a detailed
description of the defect. An initially verbal complaint (by phone) from the purchaser
shall be followed by a detailed written notification within eight days at the latest. If a
notification of defects is not submitted or not in time, then the goods are deemed to
be approved and the purchaser cannot assert any rights from the defect which has
not been notified or not notified in time.
2. The item featured in the complaint must not be changed without our consent. The
purchaser is obliged to take the item featured in the complaint unchanged into
careful safekeeping at his own costs and keep it available for inspection and testing
by us. The purchaser has no claim to reimbursement of storage or other costs.
3. In the case of defective goods, the purchaser only has a claim to supplementary
performance, consisting of repairing the defects or delivery of a faultless item in
our choice. According to our choice, the purchaser shall hand the defective item
over to us or keep it available for repairing the defects at the place of delivery.
Additional costs caused by relocating the item elsewhere from the place of
delivery shall be paid by the purchaser, unless we knew that this corresponds to
the intended proper use of the item. Replaced parts of the item become our
4. If subsequent performance does not take place within an appropriate period of
grace granted to us, or if we refuse subsequent performance, or if subsequent
performance should fail or is no longer reasonably acceptable to one of the
parties, then the purchaser is entitled to withdraw from the contract or reduce the
price, in his own choice.
5. Any assignment of claims for defects and rights for defects is ruled out.
6. The period of statutory limitations for claims for defects amounts to twelve months
from the passage of risk to the purchaser. In the case of used goods, delivery is
made ruling out any kind of liability for defects.
7. The purchaser has no claims for defects if the defect has been caused by
infringement of operating, maintenance and installation instructions, unsuitable or
incorrect use, incorrect assembly or initial commissioning by the purchaser or third
parties, incorrect or negligent treatment, use of unsuitable consumables or
operating materials and natural wear. If the purchaser or a third party working on
behalf of the purchaser rectifies defects incorrectly, we are not liable for the
resulting consequences. The same applies to changes to the delivery item made
without our prior consent.
8. Otherwise we rule out any kind of liability. Any further claims of the purchaser,
e.g. from consequential defect loss, therefore do not exist insofar as this is
permitted by law. This liability disclaimer does not apply to damages resulting from
injuries to the life, limb or health or from violation of cardinal contract obligations if
we are responsible for the causing breach of duty, and for other damage resulting
from a breach of duty resulting from wilful intent or gross negligence by us, one of
our legal representatives or one of our vicarious aids. With regard to the violation
of cardinal contract obligations, our liability is limited to the typically foreseeable
damage. This does not affect any liability under the product liability law.
VIII. Erection, initial
1. Insofar as we have erected and commissioned the delivered items and nothing
else has been agreed, the corresponding costs shall be invoiced to the purchaser.
These costs include the travelling and waiting times of the delegated staff, costs
for travelling there and back, accommodation, daily travel to and from the erection
or commissioning site and all materials and tools necessary to carry out the
2. Our liability for damage during erection or initial commissioning is defined
according to section VII. No. 8 of these terms.
IX. Third-party industrial property rights
If the item has been produced on the basis of the purchaser's details, drawings,
sketches, plans or drafts, in any form whatsoever, or changed by the purchaser
arbitrarily before or after delivery or used in a non-contractual manner, we are not
obliged to check the item with regard to industrial property rights.
In these cases, the purchaser bears sole responsibility for ensuring that the item
which he has ordered or changed or used does not affect third-party industrial
property rights. If any third-party industrial property rights are violated, the
purchaser shall indemnify us from all resulting obligations including any related
X. Place of jurisdiction and fulfilment
1. The place of fulfilment is our business address for all obligations arising from the
business connection or from the individual contract.
2. The place of jurisdiction is our place of business or the purchaser's general place
of jurisdiction, in our choice. This also applies to all disputes relating to
proceedings involving documents, bills or cheques.
3. Only the laws of the Federal Republic of Germany are valid as governing law for
the contractual relationships with the purchaser, excluding the conflict of law
rules. The United Nations Agreement dated 11 April 1980 on Contracts for the
International Sale of Goods (CISG) and the provisions of harmonized
international private law do not apply.
Link zur Plattform zur Online-Streitbeilegung (ODR)
Bremen / Germany , May 2009