1. General

For all sales and delivery transactions, only the following terms and conditions shall apply. The Buyer acknowledges these by placing its first order.

If the order is based on an offer from the Seller, these General Terms and Conditions of Sale and Delivery shall form part of the contract.

Deviating terms and conditions shall only be valid if they are specifically agreed and confirmed by us in writing. Any amendment of individual terms and conditions shall not affect the remaining provisions.

The Buyer’s purchasing conditions shall not be binding on us, even if we do not expressly object to them again. No rights and obligations arising from the contract may be transferred to third parties without our express consent.

Unless otherwise agreed, these terms and conditions shall apply to the entire current and future business relationship, even if, in the case of an individual order within an existing business relationship, no specific reference is made to these terms and conditions.

2. Offers

Offers are always subject to change without notice, even if this is not specifically agreed.

3. Orders

Orders shall only be deemed accepted once they have been confirmed by us in writing. If delivery is made without confirmation, the invoice shall simultaneously be deemed the order confirmation.

4. Prices

Prices are subject to change without notice and are ex works, excluding packaging. Postage, freight, other shipping costs, insurance, customs duties, as well as the costs of any return shipment of the goods or packaging material shall be borne by the Buyer.

Any increase occurring between conclusion of the contract and delivery in wages, raw materials, freight charges, taxes, customs duties, levies or other charges on which the price calculation is based, or the entry into force of any new such charges, shall entitle the Seller to reset the price stated in the contract.

The quantity determined by the Seller shall be decisive for invoicing. Our minimum order value is a net goods value of €300.00. For orders below this value, we charge a small-quantity surcharge.

5. Delivery

The delivery time shall be agreed for each individual order. The delivery time shall be deemed met upon timely notification of readiness for dispatch if dispatch is impossible through no fault of our own.

Stated delivery periods are non-binding. In particular, force majeure, strikes, lockouts, shortages of raw materials and energy, accidents, transport, manufacturing and operational disruptions, whether in our own operations or those of suppliers, shall entitle us to cancel delivery obligations in whole or in part. Failure to meet confirmed delivery periods shall not entitle the Buyer to assert claims for damages or to withdraw from the order. The Seller is entitled, but not obliged, to make subsequent delivery of the shortfall quantity. Claims for damages due to non-performance or delayed performance are excluded. Risk shall pass to the Buyer upon handover by the Seller to the carrier or upon notification of readiness for dispatch, even in the case of carriage-paid delivery and despite retention of title.

In the absence of specific instructions, the choice of transport route and means of transport shall be made at our best discretion, without liability for the cheapest and fastest shipment.

Unless otherwise agreed, packaging shall be at our discretion. It will be charged at the applicable prices. Call-off orders are concluded with a term of max. 12 months. Otherwise, we are entitled either to deliver the goods, to withdraw from the contract or to claim damages. Partial deliveries may not be rejected by the customer. Over- and under-deliveries of up to 10% of the ordered quantities are permissible. For returns of goods due to circumstances for which we are not responsible, we charge 20% of the invoiced goods value for incoming inspection and processing. Credit notes and returns are issued only for offsetting against deliveries. Special designs are expressly excluded from return.

6. Complaints

The Buyer’s warranty claims due to defects in the goods or deviations in weight and quantity shall only exist if the Buyer inspects the goods without delay. They can only be considered if they are notified to us in writing immediately upon discovery, but no later than 8 days after receipt of the goods at the place of receipt. Defects that cannot be discovered within this period even with careful inspection must be reported without delay after discovery; otherwise, the goods shall be deemed approved even with regard to these defects.

7. Liability for Defects

The Seller undertakes to replace defective parts free of charge with suitable parts. If the goods cannot be made free of defects even after repeated replacement of defective parts, the Seller shall be entitled to deliver defect-free goods instead of the defective goods.

The complained-about parts must be returned to the Seller free of charge upon request. To the extent that they are replaced by suitable parts, they shall become our property.

Any further claims for damages due to defective delivery, in particular compensation for lost profit as well as for indirect or direct consequential damages, rights of reduction, rescission, contestation or withdrawal are excluded. This also applies in the event of fraudulent concealment of the defect. For third-party products supplied, the Seller shall only be liable to the extent and in the manner that its suppliers are liable.

When placing the order, the Buyer must fully inform the Seller of the medium, pressure, temperature and special operating conditions. Missing or insufficient information regarding the parameters mentioned above will be supplemented by the Seller in accordance with common guidelines and standards. If, as a result, our products are not suitable for the application, the warranty claim shall lapse. The specified pressure ratings represent the maximum operating pressures for static loads, including pressure peaks. Pressure derating with regard to temperatures and materials in the operating range must be taken into account. Dynamic loads, for example due to vibrations or pulsating pressures, require a separate assessment when selecting the product.

The return of goods requires our prior consent and must be made carriage paid. Rectification of defects by the customer may only be carried out with the Seller’s consent. We accept no liability for repair work carried out on the goods by the Buyer or third parties without the Seller’s consent. No liability is assumed for delivered parts which, due to their material nature, are subject to premature wear and tear according to the type of use.

8. Retention of Title

All deliveries are made subject to retention of title, which shall remain in effect until all our claims have been settled. Acceptance of bills of exchange or cheques shall be deemed payment on account only.

The Supplier undertakes under the law of obligations to release the securities to which it is entitled if their realisable value exceeds the claims to be secured by more than 20%. If the delivered goods or parts thereof are installed in another item, the retention of title shall not expire; rather, co-ownership in the new item shall be deemed agreed in proportion to the respective values.

If delivered goods are resold by the Buyer during the period of retention of title, the resulting receivable shall be deemed assigned to us.

Insofar as the Buyer collects the assigned receivable itself, this shall be done only in a fiduciary capacity. The proceeds collected for us must be remitted to us immediately. Upon request, the Buyer is obliged to notify the sub-buyers of the assignment and to provide the information required to assert the Seller’s rights against the sub-buyer. The Buyer must inform us without delay of any attachment or any impairment of our rights by third parties. In the event that the sub-buyer does not pay immediately in cash, the Buyer must reserve the extended retention of title for us.

9. Payment

Payments shall be made at the Buyer’s expense within 30 days from the invoice date without deduction. However, the purchase price shall be due immediately if the Buyer is in default of payment to us with other claims, or if we become aware of uncertainty regarding its financial situation due to the filing for insolvency, an application for a judicial or out-of-court settlement, bill of exchange or cheque protest, enforcement measures, the failure of a guarantor or other events pursuant to Section 321 of the German Civil Code (BGB). In this case, we are entitled to make outstanding deliveries only against advance payment, or to withdraw from the conclusion of the contract.

For cash payment within 8 days from the invoice date, a 2% cash discount will be granted. A cash discount deduction will only be recognised if the Buyer has no older liabilities towards us. Incoming payments shall, where several claims are outstanding, generally be credited to the oldest claim, irrespective of any instructions from the Buyer.

Bills of exchange of any kind shall only be accepted by agreement and subject to reservation. Cheques or bills of exchange are always accepted only on account of payment and with all costs charged. We shall not be liable for the timely presentation and onward charging of bill of exchange protests.

If the payment term of 30 days is exceeded, default shall occur without prior reminder, and default interest in the amount of the customary bank overdraft interest must be paid. In this case, deliveries shall be made exclusively against advance payment or cash on delivery.

The Buyer is not entitled to withhold payments due to any counterclaims or to offset them against such claims.

10. Drawings

Drawings, documents and drafts received from us may not be disclosed by the recipient to any third parties. Any breach shall oblige the recipient to pay full compensation for damages.

If an order is not concluded, any drawings and documents provided must be returned by the recipient without being requested to do so.

11. Place of Performance and Jurisdiction, etc.

The law of the Federal Republic of Germany shall apply exclusively. The place of performance for all obligations arising from the contract is the Seller’s registered office. The place of jurisdiction is Hattingen, even if the Buyer is not a registered merchant and we assert our rights in dunning proceedings.

The purchase or delivery contract as well as these terms and conditions shall remain binding in their customary parts even if individual provisions are legally invalid.