of Sale and
1. General information
Our following terms apply exclusively for all sales and delivery transactions. The purchaser accepts these by placing its first order.
If the order is based on the seller’s offer then these General Terms of Sale and Delivery shall be a component of the contract. Deviating terms do not apply unless they are separately agreed on and confirmed by us in writing. The remaining terms shall not be affected by modifications of individual terms.
The purchaser’s conditions of purchase do not obligate us, even when we do not expressly object to them. No rights or duties from this contract may be transferred to other parties without our explicit consent.
These terms shall apply for all present and future transactions until a contrary agreement is reached even if an individual order as part of an existing business agreement is not specifically based on these terms.
Offers are always subject to confirmation, even if this is not specifically agreed on.
Orders are only deemed accepted when they are confirmed by us in writing. If a delivery is made without confirmation, then the invoice shall simultaneously serve as the order confirmation.
The prices are subject to confirmation and are understood as ex place of delivery excluding packaging costs. Postage, freight, other shipping costs, insurance, custom duties and the costs of any possible return shipment or return of the packaging materials shall be paid by the purchaser.
Any increases in the price calculation based on salaries, raw materials, freight, taxes, custom duties, levies or other burdens or the coming into force of any new such burdens between the conclusion of the contract and the delivery shall authorise the seller to recalculate the price specified in the contract.
The unit quantity established on the seller’s premises shall form the basis for the calculation. For order values of less than 50.00, we add a flat-rates-surcharge of 20.00
We reserve the right to individually agree on the delivery time for every order. The delivery deadline is considered to be met upon notification of our readiness for delivery if shipment is not possible by no fault of our own. Specified delivery deadlines are non-binding. Force majeure, strikes, lock-outs, raw material and energy deficits, accidents, transport, production and operating disturbances, regardless of whether in our own plant or those affecting our suppliers, specifically authorise us to fully or partially cancel our delivery duty. Non-compliance with confirmed delivery deadlines does not justify the assertion of damage claims or withdrawal of the order. The seller is authorised, but not required, to deliver the missing quantity of goods at a later date. Damage claims due to non-fulfilment or belated fulfilment are excluded. The risk is transferred to the purchaser when the seller transfers the shipment to the freight operator or reports the readiness for delivery, even in the case of post-paid deliveries despite retention of title.
If no special instructions are given, the transport route and mode of transport shall be selected at our discretion without liability for the least expensive and fastest shipment.
If not agreed otherwise, the shipment shall be packaged at our discretion. It shall be calculated according to the valid prices. Call orders shall be concluded with a term of no more than 12 months. We shall otherwise be authorised to deliver the merchandise, to withdraw from the contract or to demand compensation for damages. The customer may not refuse partial deliveries. Over-deliveries and under-deliveries of up to 10% of the quantities ordered are permitted. We charge 20 % of the computed merchandise value for the receiving control and collection fees for the return of goods due to causes not attributable to us. Credits and redemptions shall only be granted as an offset against future orders. Special designs are expressly excluded from return.
Warranty claims by the purchaser due to defective shipments or deviations in the weight and quantity only exist when the shipment is immediately inspected by the purchaser. They may not be considered unless they are reported in writing immediately following detection, but no later than 8 days from the arrival of the goods at their destination. Defects which cannot be discovered by this deadline, even when carefully inspected, must be reported immediately upon discovery. The goods shall otherwise be deemed accepted, even in view of these defects.
7. Liability for defects
The seller must replace defective parts with suitable parts at no charge. If the goods cannot be manufactured without defects, even after repeated replacement of the defective parts, then the seller shall be authorised to supply flawless goods instead of the defective goods.
The flawless parts must be returned to the seller at no charge if so requested by the seller. They shall become our property if they are replaced by suitable parts.
Any claims to compensation for damages due to defective deliveries, particularly those including compensation for lost profit, direct or indirect consequential damages, rights to reduction, conversion, appeal or return are excluded. This also applies for fraudulent concealment of the defect. In the case of third-party products, the seller shall only be liable for the same amount and type as that of its suppliers.
The return of goods requires our prior consent and must be made without shipping costs. The purchaser may only repair defects on his own accord if the seller agrees to this. We shall assume no liability for repair work performed on the goods by the purchaser or a third party without the consent of the seller. We shall assume no liability for delivered parts subject to premature wear due to their material properties or type of usage.
8. Retention of title
All deliveries are made under retention of title which remains in force until all of our payment demands have been met. Bills of exchange or cheques shall only be accepted on account of payment.
The supplier is contractually obliged to release any securities to which it is entitled which have a realisable value exceeding 20% of the demands to be secured. The installation of the supplied goods or parts of them in a different object does not invalidate the retention of title. Instead, the shared ownership shall be deemed agreed on in accordance with the value ratios of the new object.
If the purchase resells the supplied goods during the retention of title, then this claim shall be deemed as assigned to us.
If the purchaser himself collects the assigned claim, then this shall only occur on trust. The profits collected for us must be surrendered to us immediately. If requested, the initial purchaser shall be obliged to disclose the assignment to the secondary purchasers and to enforce the rights of the seller to provide any required information to the second purchaser. The purchaser must notify us immediately about a seizure or any impairment of our rights by third parties. In the event that the secondary purchaser does not pay immediately in cash, the purchaser shall reserve for us the right of extended property.
Payments are to be made at the expense of the purchaser within 30 days from the date of invoice without discount. The purchase price, however, shall be due immediately if the purchaser has other outstanding payments to be made to us or if the uncertainty of his financial situation by filing for bankruptcy, judicial or extra judicial settlement requests, bills or checks protest, execution or failure of a guarantor or other happenings become known to us in accordance with § 321 BGB (German Civil Code). Such a case shall authorise us to make outstanding deliveries only against advance payment or to withdraw from the contract.
Cash payments within 8 days of the invoice date shall be granted a 2% discount. Discounts shall only be recognised if the purchaser has no previous obligations to us. If several claims are outstanding, then incoming payments shall generally be credited to the oldest due payment without consideration of the purchaser’s data.
Bills of exchange shall only be accepted conditionally and on agreement. Checks or bills of exchange are always made on account of payment and subject to all costs and charges. We are not liable for the timely submission and onward invoicing of bill protests.
If the payment deadline is exceeded by 30 days, then default shall occur without prior notification and default interest must be paid to the sum of the typical bank interest rates for overdrawing. In this case, deliveries shall be made solely against advance payment or cash-on-delivery.
The purchaser is not authorised to withhold payments due to possible counter-claims or to offset against such claims.
The recipient must not disclose any drawings, documents or drafts received by us to any third parties. Violations are subject to full compensation. Any provided drawings and documents must be returned by the recipient without prior request if no order is placed.
11. Place of fulfilment and jurisdiction etc.
This contract is solely governed by German law. The place of fulfilment for all liabilities resulting from this contract is the company headquarters of the seller. The place of jurisdiction is Hattingen, even if the purchaser is not a fully qualified merchant and we assert our rights in a default action.
The remaining parts of the purchase or supply contract, together with these conditions, shall remain binding even if individual provisions are legally ineffective.