Terms and conditions
I. Scope of delivery duty
1. Our General Terms of Sale and Delivery apply to our offers and deliveries as far as they are not otherwise clearly stated or excluded in our offer. Our offers are valid for a period of 3 month calculated from the date of our offer as far as not otherwise indicated.
2. We assume that the placed order is accepted with the receipt of our written confirmation of order. Electronic, telephonic or verbal supplements must be confirmed in writing to be effective. The prices in our offer are only binding after the delivery of our confirmation of order. We reserve the right to adjust the prices after the submission of our offer.
3. Documents like illustrations, drawings and data lists belonging to the offer or the confirmation of order show only reference values. The indicated measuring range is kept by us as far as possible. We particularly reserve the right to deviations.
Our prices do not include sales tax (VAT). The prices are valid for deliveries ex works excluding packing and freight. All spare part or single part orders with an invoice amount below € 50,- net are increased to this minimum invoice amount. For general modifications of the production costs, price adjustments are reserved for delivery times over 4 months as far as not otherwise agreed on, i.e. with a price escalator clause. Deliveries to foreign countries take place ex works Kerpen. The freight costs are charged DDU except of other agreements.
III. Retention of title
1. The supplied goods remain our property until complete payment has been effected for all demands. This also applies where particular or all claims were entered to a current invoice and where the balance is drawn and accepted. The retention of title is then extended to the respective balance.
2. The customer is entitled to sell the goods supplied under retention of title to a third party in the normal course of business. Other orders, in particular mortgages or safety transfer are not permitted.
3. Already now the customer hands over all demands to us which will accrue for him from the resale against his buyers or against third parties independent of whether the product is resold without processing or after it. It is forbidden to the customer to make agreements with his buyers which exclude or impair our rights somehow. The customer particularly may not make any agreement that destroys or impairs the assignment in advance of the demand to us. Even after the assignment the customer is authorized to collect the demands handed over to us. However, our authorization to collect the demands personally remains untouched of this as long as the customer pays duly. We can demand that the customer announces us the assigned demands and their debtors, that he gives all details required for a collection, that he hands over the necessary documents and that he informs his debtors about the assignment.
4. Provided that the product delivered under reservation is resold with other goods which do not belong to us, the demand of the customer against his buyer is seen as assigned to the amount of the delivery price agreed on between us and the customer (including value added tax).
5. Processing or transformation of reserved goods by the customer is always made for us. If the reserved product is processed or mixed inseparably with other objects which do not belong to us, we receive a joint ownership of the new product proportional to the value of the reserved product and related to the legal relationship between us and the customer, to the other processed or mixed objects at the time of the processing or mixing. If the goods delivered under reservation are connected with other movable objects to a uniform thing or mixed inseparably and if the other thing can be regarded as main thing, we make the agreement that the customer assigns his joint ownership to us in case that the main thing belongs to him. The customer keeps the property or the joint ownership for us. The same as for the reserved product can be applied to the thing arising from processing, mixing or connection.
6. We are obliged to release the guarantees entitled to us in this respect as their value exceeds the demands to be guaranteed for more than 10%.
IV. Terms of payment
1.For orders with a value exceeding 25.000,- €, a third of the amount must be paid in advance with receipt of the confirmation of order. The second third is due when the goods are ready for despatch. The remaining sum of the total amount must be paid at the latest 30 days on receipt of our invoice cash purely net.
2. The payments must be transferred to our indicated bank account cash or non-cash within 30 days after invoice date without any deduction.
3. Cheques and bills of exchange are only accepted after special agreements and only as payment but not as fulfillment regarding all collection and discount expenses. Passing on and prolongation are not considered as fulfillment.
4. In case of late payment we are entitled - after sending a reminder and considering the extension - to charge the costs arising for demands of a bank credit without special proof, at least however 2% over the respective discount rate of the state central bank.
5. The customer can only reckon up against our claims or assert a lien if the counter demand of the customer is undisputed or a legally valid title exists. 6. Partial deliveries are regarded as closed deliveries. Their invoices are subject to the above mentioned terms of payment.
V. Delivery period
Indicated delivery times are valid ex works on receipt of all documents. They are kept if shipments are ready for despatch meeting the deadline and if the customer was informed about it. Partial deliveries are permitted. The delivery periods are kept if possible without paying for the consequences of possible delays. Unforeseen events or acts of God , e.g. breakdowns, committee development, shortage of staff, war, mobilization, elementary events in our factory or of our sub-supplier, official interventions or regulations, difficulties during obtaining of raw material etc. prolong the delivery period appropriately or release us from the whole order - after agreement - provided that these events have a considerable effect on the fulfillment of the whole contract within the period stipulated or on some parts of the contract due soon. In important cases, the customer is informed as soon as possible after detection about beginning and end of such modifications by the factory management. If the customer cancels the current contract, the seller is allowed to demand a replacement of the actual damage or effort or at least 10% of the order value as cancellation charge alternatively insofar as the buyer does not prove a little damage. This regulation does not exclude a further reaching compensation demand on the part of the seller in case of non-compliance after delivery.
VI. Danger transition
The danger is passed at the latest to the customer with the dispatch of the parts to be delivered. If the dispatch is delayed by a behaviour of the customer, then the danger is passed to the customer with the communication of the dispatch readiness.
The dispatch is carried out in the known and accepted packing which is calculated separately and not taken back. A special packing is only used on explicit request of the customer if the additional costs arising from it are reimbursed. Complaints about inadequate packing and their consequences only affect us if the type of packing did not comply with special regulations of the authority or the customer and which can be explained by their non-observance.
1. For the parts to be delivered/the performance we are liable for a period of 12 months after the time of the danger transition for the use of the materials indicated in our confirmation of order and for the expert execution, particularly for faultless parts without defects and for the existence of assured characteristics. Our warranty obligation presupposes that the customer has met in writing the examination and rebuke obligations being incumbent upon him in accordance with §§ 377, 378 HGB (code of commerce). Customer's complaints must always be submitted specified in writing. The Buyer is solely responsible for determining the suitability of the products for the Buyer’s use.
2. In case of a well-founded complaint, we oblige ourselves to remove the defects by exchange or by rework of the parts complained about. We will pay the arising charges for an improvement or an exchange.
3. If we are not willing or not able for the improvement/substitute delivery within the bounds of removing the defect, particularly if the improvement/substitute delivery is delayed over adequate periods set to us, the customer is authorized to withdraw from the contract or to assert on reduction excluding further reaching claims. This also applies if we culpably break the obligation being incumbent upon us to remove the defects.
4. Damage compensation entitlements independent of their legal justification are excluded. However, this is not valid if there exists a written characteristic assurance which extends on the risk of consequent damages of a defect. Insofar as a property damage results for the customer as consequence of a lack of an assured characteristic, our compensation liability is restricted to the respective compensation delivery of our product personal liability insurers. Further reaching damage compensation complaints are only entitled to the customer if the damage was caused by us, our staff, representatives or fulfillment assistants intentionally or roughly negligent.
5. In principle, a defect elimination in the bounds of our warranty obligation is only made in our factory after returning the part complained about post free or carriage and duty paid. The costs of the return including the costs of the substitute delivery must be paid by the customer. As far as the customer requests engineers, fitters, mechanics or other employees of our company due to suspected defects, the arising costs are charged to the customer as far as the customer's complaint proves to be not justifiable.
6. As regards spare parts, parts being subject to wear and tear or parts being designated to become a part of or to be converted into other products, the Buyer is committed to examine such parts and give notification of defects within the time period set forth in Sec. 8.1. With regard to defects which could have been noticed before installation or conversion, any warranty claims are excluded after installation and conversion.
7. The Seller’s liability is expired, if the goods delivered have been dismantled by a third party or altered by the incorporation of parts produced elsewhere and the cause of the damages is connected with such alterations. The Seller’s liability is also expired, if the Buyer does not duly observe the Seller’s instruction for handling the goods (installation & operation instructions).
1. Further reaching liabilities than those regulated under point VIII does not consist in the contract relationship between the customer and us and to be more precise without consideration for the respective legal basis.
2. Insofar as the liability opposite to us is excluded or limited, this is also valid with regard to the personal liability of our employees/fulfillment assistants.
3. Customer claims asserted against us outside of the guarantee are in lapse within 6 months calculated from the moment of danger transition/buying.
X. Right of withdrawal of the supplier
1. We reserve the right to withdraw from the contract without compensation obligation in case of unforeseen events as described under point V of the delivery.
2. If required, we are authorized to demand certainty for the service in return or to withdraw from the contract crediting the made charges even after conclusion of the sales contract.
XI. Place of jurisdiction
1. Place of fulfillment is Kerpen, court jurisdiction for both parties is Kerpen. The agreement on the court jurisdiction is only valid for contract parties who are not merchants or who belong to the tradesmen described in § 4 HGB (code of commerce) if claims are asserted in the way of the dunning proceeding (§§ 688 ZO).
2. The contract and its interpretation are subject to the law of the Federal Republic of Germany.
XII. Transferability and liability of the contract
1.Customer and supplier may transfer their contract rights to third parties only by mutual consent.
2. The contract is binding even with a legal ineffectiveness of single points of its conditions.
3. Contrary terms of delivery and payment are not accepted insofar as they are not noted down particularly in writing.