General terms and conditions (T&C)
All deliveries are subject to our general terms and conditions. Additional changes and amendments to this contract require must be made in writing. No ancillary verbal agreements have been made.
Offer, offer acceptance and order
- Our offers are subject to change without confirmation.
- Orders have to be submitted in writing. Verbal orders may be accepted from customers with an established business relationship.
- Orders as well as verbal agreements are only insofar binding to the seller, if and as far as he confirms them in writing or complied with the agreement by sending the goods and invoice. This also applies for changes and amendments.
The prices are subject to the currently valid price list or offer, or are agreed verbally and confirmed in writing.
Delivery dates, delivery
- The delivery dates stated by the seller are deemed to be preliminary unless no firm deal was made by using the term “firm”.
- Claims for damages due to late delivery which are not subject to intent or gross negligence are excluded.
- The delivery term only starts once the order is deemed signed and all information which is relevant for the processing of the order has been made available to the seller.
- The seller only falls behind in delivery if the buyer sets a respite period of at least 4 weeks. The buyer can withdraw from the contract once this respite period is over as long as no goods were delivered.
- Buyer may not reject partial delivery.
- Our delivery obligation rests if the buyer is behind on due payments.
Shipping, passing of risk
- Goods ready for dispatch has to be called immediately, otherwise the seller is entitled to store the goods at buyer’s cost and risk and to charge ex factory.
- Special or other packaging such as wooden boxes, crates, pallets and cardboard containers are charged at cost and will not be taken back.
- Illicit discounts taken are deemed to be partial invoice payment.
- If invoice payments are late then all other payments will be deemed due with immediate effect unless they are not already due. The buyer has to compensate the seller for late invoice payment, especially all information fees, settlement costs as well as appropriate out of court costs. The buyer has the right to prove that the actual damage occurred has been lower than stated by the seller.
- The seller has the right to request the buyer to accept a bill. All costs which occur due to accepting a check or bill have to be borne by the buyer. If a bill from the buyer goes to protest and if a protested bill is not immediately covered, then the seller is entitled to return all current bills.
- The seller’s staff are only entitled to accept payments if they can provide a written collecting power note.
- Both parties only have the right to offset or hold back – subject to the clause 6 below – as far the counter-claim was challenged or a legal enforceable title is available.
- If the buyer is behind with settlement of any debt then the seller will only deliver goods against down payment or securing of the purchase price and other payment obligations.
Reservation of property rights, copyrights, tools
- Seller retains ownership of all delivered goods pending fulfilment of all our claims arising from the business relationship with the buyer. The buyer shall have the right to dispose of such goods in the ordinary course of business as long as he duly meets all of his responsibilities arising from his business relationship with the seller.
- However, the buyer may neither assign nor pledge goods – unpaid or paid partially - subject to retention of title to others as security. Buyer s obliged to safeguard seller’s rights and to inform seller immediately in writing when third parties make a claim on the goods or if buyer is foreclosed.
- The seller has the exclusive copyright to all supplied or provided goods, samples and drawings/images. The buyer is obliged to do everything in his power to protect the seller’s copyright.
- Tools and moulds remain the exclusive property of the seller even if the buyer shared part of the costs for the design development. Compulsory safekeeping is not applicable.
- Defects on goods have to be reported to the seller immediately, noticeable defects within 8 days of goods receipt the latest.
- Goods, which were objected to duly, are to be repaired or replaced by the buyer and to be send back to the buyer without delay. If the seller fails to replace or repair the fault within the respite period or if the re mediation of the defect failed then the buyer is entitled to withdraw from the contract or to reduce the purchase price.
- The buyer is entitled to send the objected goods back after prior approval from the seller. The seller can choose to carry out the re mediation of the defect on site. The buyer is liable for shipping costs if the objections were unjustified.
- Further warranty claims are excluded as far the permissible by law. This also applies to claims for damages as long as there is no intent or gross negligence in existence.
- As long as not agreed otherwise, all deviation regarding quantities as well as information about delivery and contractual object (e.g. dimensions, hardness, weight, practical value, tolerance) are guidelines and are not deemed to be a shortcoming as long as the deviation is customary in the trade.
- Exclusion of warranty and limitation of liability exists if the defect was caused by incorrect handling of the delivery item, if it was used in ways it was not designed to be, if incorrect resources were used or if the installation site was faulty. Normal wear and tear is excluded from the warrently.
- Small deviation from samples or from previous deliveries or from other information are excluded from warranty unless they hinder the intended functional capability.
Statute of limitation
Claims which are not subject to §§ 438 clause 1 no. 2 and 634 a no. 2 of the buyer due to faulty delivery fall under the statute of limitation within 12 months.
We use electronic data processing and store the necessary data to process contractual relationships.
Concluding provisions, place of jurisdiction
- Place of payment and delivery is the seller’s headquarters as indicated on the front page of these terms and conditions. The Conditions will be exclusively governed by and construed in accordance with the laws of country where the seller’s registered office is located whose Courts will have exclusive jurisdiction in any dispute, save that the seller has the right, at our sole discretion, to commence and pursue proceedings in alternative jurisdictions. This also applies to claims from checks and other certificates even if they were issued in other locations
- German material law is applicable exclusively even for international business transactions.
- If one or more stipulations of these terms and conditions are or become ineffective either in whole or in part, the other stipulations shall remain in effect unchanged. The contracting parties undertake to agree on replacement stipulations which come as close as possible to the content of the ineffective stipulations. This also applies to gaps within the contract.
Form AGB, as of 06/05