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1. Scope
The sale of our goods and other services are exclusively founded on the following sales conditions even when we have not expressly rejected specific deviating purchase conditions of the ordering party that we hereby expressly reject. The sales conditions are accepted without reservation by the ordering party upon the acceptance of our goods or other services, even when the ordering party has rejected the sales conditions beforehand. We must approve beforehand in writing any deviations from the sales conditions for each contract for them to be effective.
2. Bids
Our bids are non-binding. Samples and specimens are to be considered non-binding basic information. We retain the right to make increased and short deliveries up to and including ten percent.
3. Prices
The applicable price for calculating the price is the price valid on the day of delivery or service, plus the respective statutory sales tax, to the extent that no other deviating price agreement has been made. If not otherwise agreed, the prices are the the prices of the delivered goods ex warehouse, including our standard packaging. If a freight-free delivery has been approved, this condition applies freight-free to the recipient's receiving station with the exclusion of portage. Additional costs arising from a special type of shipping desired by the recipient (such as express goods, overnight, air freight) will be borne by the recipient.
4. Shipping and the transfer of risk
Shipping is always done at the consignor's risk and, if not otherwise agreed, at the ordering party's own cost. When the goods are delivered to the carrier, at latest upon leaving our plant or warehouse, for transfer orders from the plant or warehouse of our supplier, the risk shall be assumed by the ordering party, including for carriage paid, FOB or CIF transactions.
The recipient must inspect the goods immediately after they are delivered to see if they are complete or have identifiable damage, and notify us of any loss or damage without a negligent delay.
5. Delivery
The terms of delivery in our sales forms regularly cite the provisional delivery date that we seek to maintain.
If a delivery date that has been expressly approved in writing extending beyond the original date is not maintained, the ordering party is entitled to provide us with an appropriate subsequent deadline in writing. If the delivery deadline is not met by the expiration of the subsequent deadline, the ordering party is entitled to withdraw from the contract. The delivery is considered to be delivered in a timely manner when the goods have left our plant or warehouse or that of our supplier as agreed before expiration of the deadline.
Circumstances or events outside of our control that make the delivery impossible or unreasonably difficult such as traffic and business disruptions, lack of raw materials or energy, strikes or lock-outs, free us from the delivery obligation for the duration of the interruption and an appropriate preparatory period, even when they arise at our supplier. If the disruption will apparently not be over within an appropriate period, we are entitled to withdraw from the contract in whole or in part without any obligation to make a subsequent delivery. The ordering party is not entitled to damages.
If the ordering party rejects the delivery even after the expiration of an appropriate extended deadline, we are entitled to demand a flat amount to cover our costs to the amount of up to one-fourth of the purchase price, irrespective of any other claims, in calculating a claim of reimbursement for damages without having to demonstrate them.
6. Payments
If not otherwise indicated on the invoice, the following payment conditions shall apply: 2% discount if received within 14 days of the date of invoice, net within 30 days. The payment must be received without objection to be considered timely.
If the payment deadline is exceeded or if the payment is incomplete et on time, the ordering party shall be considered in arrears without requiring notification. Irrespective of such claims, we are entitled to demand interest on arrears as of the due date to the amount of 2% above the respective base rate of the German Bundesbank. If the ordering party is in arrears or if justified doubts arise in his ability to pay, we are entitled to immediately demand payment of all debts and/or demand security before the delivery, to refrain from pending deliveries based on this contract or other contracts in whole or in part, and to without from existing contracts.
The ordering party can only assert undisputed or legally established claims, or only assert a lien based on said claims that arise from the same contractual relationship. If the ordering party is a dealer, we must approve in writing beforehand the assertion of the right to withhold services or the right to a lien.
7. Rights of ownership
Until the full payment of the purchase price and all existing or future claims arising from the business relationship with the ordering party, the delivered goods shall remain our property.
The ordering party is entitled to sell the reserved goods during the normal course of business as long as the ordering party meets its contractual duties towards us. The ordering party is not entitled to pledge the goods or assign them as collateral. The ordering party must immediately notify us of any violation by a third party of our rights of ownership. If the ordering party does not fulfill its contractual obligations to us, we are additionally entitled to demand the release of the reserved goods. The ordering party is then not entitled to possess them.
Upon the purchase of the retained goods, the ordering party relinquishes to us the claims against its customers including all subsidiary rights arising from resale. The ordering party remains entitled to collect his claims relinquished to us unless they are cancelled. Upon demand, the ordering party must communicate to us the amount of its claims and the names of third-party debtors.
When processing the reserved goods, we are considered the manufacturer and assume ownership of the new items without the ordering party assuming any claims from this transfer of title. If the reserved goods are processed together with other materials, we assume co-ownership of the manufactured good in proportion of the gross invoiced value of the retained goods to the other materials. If the item is combined, mixed or united with another item and the other item is to be considered the primary item, the co-ownership in the item is to be assigned to use in the amount of the gross invoiced value of the reserved item.
If the value of the transferred securities exceeds that of our entire claims against the ordering party by more than 20%, we are prepared at any time upon the ordering party's request to transfer back the security rights of our choice to the ordering party.
8. Information and consultation
All oral and written information concerning suitability and possible uses of our goods is provided to the best of our knowledge. It only represents our empirical data that cannot be considered consistently guaranteed. This information cannot serve as the basis for any claims against us. The ordering party is in particular not freed from convincing itself of the suitability of the goods for the intended purpose by performing its own test.
9. Warranties
We must be immediately notified in writing of any complaints arising from identifiable problems, incorrect deliveries or substantial deviations in amount within 14 days after the delivery of the goods. Hidden defects in the goods must be immediately reported in writing after they are discovered, or within six months after delivery of the goods at the latest. If the ordering party does not find any defects within this period, the goods are considered approved free of defects.
If a justifiable complaint arises, the ordering party is entitled to a free recitation of our choice or, if the goods are returned, to a replacement delivery. Incomplete amounts will be made good in a subsequent delivery. If the effort at rectification or the replacement delivery is unsuccessful within a reasonable period, the ordering party can reduce the purchase price or demand the revocation of the contract if necessary. If the ordering party is a dealer, we will be responsible for making the decision in this matter.
Claims arising from the lack of a warranted characteristic can only be asserted when a specific characteristic has been expressly warranted in writing by our management in a specific case. The relevant statutory regulation shall govern liability. We only assume liability for consequential damage when said damage was included in our warranty.
10. Damages
Any claims to damages by the ordering party on whatever legal basis directly or indirectly associated with the order, delivery or use of our goods, remain excluded if we, our employees or subcontractors did not cause the damage through gross negligence or malicious intent.
For any damage arising from gross negligence, the claims to damages by an ordering party who is a dealer shall remain restricted to reimbursement to foreseeable damage. Claims to damages by an ordering party who is not a dealer due to delay or impossibility of performance due to slight negligence shall only be covered by an amount valued at one-fourth of the purchase price.
11. Fulfillment and legal venue
The place of fulfillment for our deliveries shall be the respective shipping destination and, to the extent legally permissible, Horb-Ahldorf for our other services.
The legal venue for both deliveries and services shall be Horb a.N.
12. Final provision
Should individual provisions be legally invalid, this shall not affect the otherwise binding nature of the contract. We note that we will process the data of the ordering party affecting business transactions with the ordering party in accordance with the German Data Protection Law.
May 2000
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