General terms and conditions of business
1. Acceptance of the delivery conditions
All offers and agreements are subject exclusively to the following terms and conditions; any deviating terms and conditions of the customer that are not expressly accepted in writing are not binding.
2. Placing an order
All agreements become binding only upon written confirmation by the supplier. The same applies to additions, changes, and ancillary agreements.
The purchaser is liable for the accuracy of the documents he supplies, in particular drawings, gauges and samples.
Samples are generally delivered against invoice.
The information, drawings, illustrations and service descriptions contained in catalogues, price lists or the documents accompanying the offer are approximate values customary in the industry, unless they are expressly designated as binding in the order confirmation.
3. Delivery
Delivery is only approximately agreed. It begins on the date the order confirmation is sent and is deemed to have been met when the goods have left the factory/warehouse at the agreed time or, if dispatch is not possible, the customer has been notified of readiness for dispatch.
In the event of subsequent changes to the contract by the customer which affect the delivery period, the delivery period may be extended to an appropriate extent.
If the goods are dispatched shortly after receipt of the order, the dispatch of an order confirmation can be omitted.
Deliveries ordered on call must be accepted within 4 weeks of the agreed (confirmed) date.
The delivery period shall be extended appropriately in the event of unforeseeable, extraordinary events that the supplier could not avert despite exercising reasonable care under the circumstances of the individual case – even if they occur at the supplier’s subcontractor – insofar as they have a significant impact on the completion or delivery of the delivery item. These include, in particular, official interventions, operational disruptions, labor disputes, and delays in the delivery of essential raw materials and auxiliary materials. If the aforementioned events make delivery or performance impossible, the supplier shall be released from its delivery obligation without the customer being entitled to claim damages.
If the delivery delay lasts longer than two months, the purchaser is entitled to withdraw from the contract. If the aforementioned obstacles occur at the purchaser’s premises, the legal consequences also apply to the purchaser’s obligation to accept delivery. The contracting parties are obligated to immediately notify the other party of the beginning and end of any obstacles of the aforementioned type.
In the event of a delay in delivery, the Purchaser must grant the Supplier a reasonable grace period of at least two weeks.
4. Pricing
Unless otherwise expressly agreed, prices are ex works/warehouse plus VAT at the applicable statutory rate. They do not include packaging, freight, postage, or insurance.
If prices are not stated or are stated only with the reservation “current list price”, the list prices valid on the day of delivery will be charged.
If there is a significant change in certain cost factors, in particular the costs of wages and raw materials, the agreed price may be adjusted to an appropriate extent in accordance with the influence of the relevant cost factors.
5. Payment terms
All invoices are payable within 30 days of the invoice date without deduction. Representatives or other persons are only authorized to collect payments upon presentation of a power of attorney from the supplier.
If the payment deadline is exceeded, default interest of 5{80797a0a274bdcdc1436cfb6af679ee813a53b8225d7f2a1337f87437c3a1097} above the respective discount rate of the Deutsche Bundesbank will be charged after a reminder.
Bills of exchange are accepted only on account of performance, by agreement, and subject to their discountability. Discount fees are charged from the due date of the invoice amount.
If the purchaser uses a central settlement company, the debt-discharging invoice settlement only takes effect when the payment is credited to the supplier’s account.
If, after conclusion of the contract, the supplier becomes aware of facts regarding a significant deterioration in the customer’s financial situation which, in his reasonable commercial judgment, are likely to jeopardise his claim to consideration, he may demand the provision of suitable security within a reasonable period of time or performance in return for consideration until the time of performance.
If the customer does not comply with the supplier’s justified request or does not do so in a timely manner, the supplier may withdraw from the contract or demand compensation for non-performance.
If the customer falls behind with a partial performance, the supplier may demand immediate payment of the entire remaining amount and, in the event of default in performance caused by a significant deterioration in the customer’s financial situation, withdraw from the contract without granting a grace period or demand compensation for non-performance. In the event of a default in performance not related to financial reasons, the supplier may demand withdrawal from the contract after the fruitless expiration of a reasonable period of time.
The purchaser may only offset counterclaims that have been acknowledged by the supplier or have been legally established.
6. Shipping and transfer of risk
Shipping is ex works and, unless otherwise agreed, without obligation to use the cheapest shipping method.
The risk shall pass to the purchaser – even in the case of carriage-paid delivery – when the goods have been handed over to the shipping agent or loaded onto a vehicle belonging to the supplier.
If the goods are ready for dispatch and dispatch or delivery to the place of destination or acceptance is delayed for reasons for which the supplier is not responsible, the risk shall pass to the purchaser upon receipt of the notification of readiness for dispatch. The supplier is entitled, but not obliged, to insure deliveries in the name and for the account of the purchaser.
In the event of transport damage, the purchaser must immediately submit a report of the facts .
7. Minimum order quantity/tolerances
The supplier only accepts orders with an invoice value of EUR 50. Unless otherwise agreed, delivery will be made immediately in the shipping units specified in the order documents.
Smaller order quantities require a special agreement.
Partial deliveries are permitted within reasonable limits.
The supplier is entitled to deliver excess (or shortfall) quantities of up to 10% of the total order quantity due to manufacturing or packaging-related reasons.
If custom-made products are ordered in quantities of 100 pieces / 1000 meters or more, the quantity delivered may be exceeded or undercut by 100 {80797a0a274bdcdc1436cfb6af679ee813a53b8225d7f2a1337f87437c3a1097}.
8. Packaging
The goods will be packaged in accordance with industry standards, and packaging will be charged at cost. Packaging will only be accepted after prior agreement and returned freight-free within four weeks.
The conditions for return are perfect condition and the possibility of reuse.
Reimbursement is based on the agreed value. Reimbursement is excluded for disposable packaging. A clearing account is maintained for pallets and wire mesh crates used in the exchange process.
The outstanding balance on this account will be communicated to the purchaser or freight forwarder on a regular basis. If the balance is not settled within a reasonable period of time, the corresponding amount will be invoiced.
The supplier also undertakes to compensate the purchaser.
9. Tools/Molds
As a general rule, only portions of the costs for tools or molds to be manufactured are invoiced separately from the value of the goods. Payment of portions of the costs for tools/molds does not confer on the customer any right to these costs; rather, they remain the property of the supplier.
The supplier undertakes to retain the tools for the customer for one year after the last delivery. If the customer notifies the supplier before the expiration of the retention period that orders will be placed within a further year, the retention period shall be extended by a further year. After the expiration of the retention period, the supplier may freely dispose of the tools/molds.
However, the customer can purchase the tools/molds by paying the full cost.
For orders cancelled during the development stage or during the start-up period, the supplier reserves the right to invoice the costs incurred as follows:
a) before the samples are released, the costs incurred for the initial tool set,
b) after the samples are released, depending on the planned monthly requirement, the costs incurred for the entire scope of the tools/molds.
The processed tools, etc., which have been invoiced, will remain available for inspection for four weeks and will be destroyed after this period.
10. Sales assistance
Sales and presentation aids provided to the purchaser free of charge remain the property of the supplier and can be reclaimed at any time. During the purchaser’s use of the sales and presentation aid, all associated risks are transferred to the purchaser. The purchaser undertakes to equip the sales and presentation aid only with the supplier’s goods and to replace any loss or damage for which the purchaser is responsible.
11. Property rights
The Supplier reserves all ownership and copyrights to illustrations, drawings and other documents; they may not be made accessible to third parties without the Supplier’s consent and must be returned to the Supplier immediately upon request.
If the goods are manufactured according to drawings, samples or other information provided by the purchaser infringes the intellectual property rights of third parties, the purchaser shall indemnify the supplier against all claims.
12. Retention of title
The supplier reserves ownership of the delivered goods until all claims arising from the business relationship with the purchaser have been settled.
The purchaser is entitled to sell these goods in the ordinary course of business, provided that it fulfills its obligations arising from the business relationship with the supplier in a timely manner. However, it may not pledge the reserved goods or assign them as security. It is obligated to secure the supplier’s rights when reselling the reserved goods on credit.
In the event of default of payment by the Purchaser, the Supplier shall be entitled to demand the provisional return of the goods subject to retention of title at the Purchaser’s expense, even without exercising the right of withdrawal and without setting a grace period.
The Purchaser hereby assigns to the Supplier, as security, all claims and rights arising from the sale of goods to which the Supplier holds title. The Supplier hereby accepts the assignment.
Any processing or working of the reserved goods shall always be carried out by the purchaser on behalf of the supplier. If the reserved goods are processed or inseparably mixed with other items not belonging to the supplier, the supplier acquires co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed or mixed items at the time of processing or mixing. If the supplier’s goods are combined or inseparably mixed with other movable items to form a single item, and the other item is to be regarded as the main item, it is agreed that the purchaser transfers proportionate co-ownership to the supplier, insofar as the main item belongs to the purchaser. The purchaser shall safeguard the ownership or co-ownership for the supplier; otherwise, the same applies to the item created through processing, combining, or mixing as to the reserved goods.
The Purchaser shall immediately inform the Supplier of any enforcement measures taken by third parties against the reserved goods or against the claims assigned to the Supplier or other securities, and shall provide the Supplier with the documents necessary for intervention; this shall also apply to any other type of impairment.
The Supplier undertakes to release the securities to which he is entitled under the above provisions at the request of the Purchaser to the extent that the value of the goods transferred as security exceeds the claims to be secured by more than 20 {80797a0a274bdcdc1436cfb6af679ee813a53b8225d7f2a1337f87437c3a1097}.
13. Warranty
If the delivered goods are defective or lack warranted properties, the supplier shall, at its discretion and to the exclusion of any further warranty claims by the purchaser, either repair the goods or deliver a replacement. The discovery of such defects must be reported to the supplier immediately in writing – in the case of visible defects, no later than 10 days after receipt of the goods; in the case of hidden defects, immediately after they become apparent.
No warranty is provided for defects resulting from unsuitable or improper use, faulty assembly by the customer or third parties, natural wear and tear, faulty or negligent handling, or for the consequences of improper modifications or repair work carried out by the customer or third parties without the consent of the supplier.
The warranty period is 24 months. It begins upon delivery of the goods to the purchaser and ends no later than 24 months after the goods leave the supplier’s factory.
If the supplier allows a reasonable grace period granted to him to expire without having remedied the defect or delivered a replacement, the purchaser is entitled to withdraw from the contract.
The supplier is liable for repair work and replacement deliveries to the same extent as for the original delivery item; the original warranty period applies to replacement deliveries.
14. Other claims for compensation
Claims for damages arising from delay, impossibility of performance, culpable breach of contractual ancillary obligations, fault upon conclusion of the contract, and tort are excluded unless they are based on intent or gross negligence on the part of the supplier or its vicarious agents. Liability for grossly negligent breaches of contract is limited to compensation for the damage foreseeable at the time the contract was concluded.
This provision does not affect claims for personal injury or damage to privately used property under the Product Liability Act.
15. Place of performance and jurisdiction
The place of performance for all obligations arising from the contractual relationship is the registered office of the supplier. For all legal disputes, including those relating to bills of exchange or checks, the court at the registered office of the supplier shall have jurisdiction if the customer is a registered merchant, a legal entity under public law, or a special fund under public law.
The contractual relationship is generally governed by German law (BGB and HGB). The application of the Uniform Sales Laws is excluded.
16. Continued validity of the contract in the event of partial invalidity
Should any provision of these terms and conditions or any other agreements concluded therewith be or become invalid, the validity of the remainder of the contract shall remain unaffected. The contracting parties are obligated to replace the invalid provision with a provision that most closely approximates its economic purpose.
17. Transferability of the contract
The contractual rights of both parties may only be transferred by mutual consent.