TermsAndConditions

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

our terms.

3. The Purchaser is obliged to give special emphasis to deviations from these terms of

business.

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.

 

II. Prices

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

guarantee declaration.

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

compliance.

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.

 

 

V. Delivery

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

permitted.

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

the assignment.

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

item with

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 ยง 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

property.

 

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

commissioning

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

necessary work.

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

legal costs.

 

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)

 
 
The European Commission provides a platform for online dispute resolution (OS):

http://ec.europa.eu/consumers/odr 

 

Bremen / Germany , May 2009