General terms and conditions

General terms and conditions
 

I. General

1. Business between the supplier and the customer is subject to the terms and conditions below unless other arrangements have been agreed upon in writing.

2. The general terms of sale and delivery also apply to all purchases that the customer makes in future, even if they are not pointed out by the supplier in each individual case.

3. As a matter of principle we are not bound by the customer’s terms of purchase even if we do not explicitly object to them.

II. Quotations

1. The supplier’s quotations, including delivery details, are subject to change.

2. Unless agreed upon otherwise, prices are quoted ex works plus statutory VAT, suitable packaging and transit insurance.

3. Documents which are part of the quote, i.e. drawings, illustrations and samples as well as technical details, must be seen as indication only, unless they are explicitly referred to as binding. Quotations, designs and drawings may not be made available to third parties, especially competitors, and they may not be submitted for tenders. If the customer declines the supplier’s offer, the accompanying drawings and other documents have to be returned upon request. Even if no order is placed the supplier reserves the right to demand payment for samples, sketches, designs and any other planning documents which were expressly requested by the customer.

4. The supplier is under no obligation to ascertain that sketches, models, moulds and trademarks handed to him do not infringe on any industrial property rights held by third parties. Therefore the customer is liable for any violations of patents and/or utility models. If any claims are lodged against the supplier in connection with property rights the customer shall exempt him or refund any costs to him which he incurs as a result of such violation of property rights.

III. Purchase order

1. The purchase order becomes binding when it is confirmed by the supplier. The customer shall submit to the supplier in writing any complaints or requests for changes within 8 working days.

2. The delivery time indicated starts on the day on which clarification of the technical details of the order is final and the raw materials agreed upon have been supplied by the customer or third parties. This also includes payment of a deposit as agreed upon.

3. In cases of force majeure the supplier has the right, also within a delay, to postpone delivery for the duration of the impediment as well as a reasonable start-up time, or to cancel the contract entirely or in part due to the section which has not yet been fulfilled. In the event of force majeure the supplier shall notify the customer immediately. Force majeure also includes any interruption of operations – e.g. caused by fire, shortages of raw materials or energy, strikes, lockouts or obstruction of traffic routes – irrespective of whether the supplier, an external supplier or his subcontractor experiences such circumstances.

4. Changes to the goods, which prove technically necessary and which are reasonable for the customer while taking the supplier’s interests into account, shall remain reserved.

IV. Delivery

1. As soon as the supplier notifies the customer that the goods are ready for dispatch all risks pass to the customer.

2. Goods are always shipped at the customer’s cost and risk. Shipment is also at the customer’s risk if carriage-free delivery has been agreed upon. If a shipment arrives damaged or incomplete an ascertainment of facts has to be drawn up with the haulage contractor immediately.

3. Call orders will be carried out within the limits of available production capacities. If a time-limit was set the supplier is entitled to request payment after the due date for the quantities prepared, without giving prior notice to the customer. If the customer fails to collect his call order at the stipulated time the supplier can store it at the customer’s cost and risk. After a maximum storage period of two months the supplier will demand payment for any call order that has not been collected and will deliver the goods to the customer without having been requested to do so.

4. Excess or short delivery (lot size ± 10%, but at least one item) within the usual limits are considered as agreed upon. Deliveries in several parts are permitted.

V. Terms of payment

1. Unless agreed upon otherwise, the supplier’s invoices are immediately payable without deductions.

2. The supplier reserves the right to request a 50% deposit if the total value of the order is more than € 5,000. The balance is due after delivery/acceptance of the goods.

3. Interest on arrears, charged in cases of default, amount to the interest charged on the current account credit or a minimum of 5% above the base rate. The customer is free to prove that the damage does not exceed 5 percentage points above the base rate. The seller is free to prove that more damage than that was caused. All dunning and collection fees shall be paid by the customer.

4. Temporary liquidity problems do not exempt from the duty to settle invoices. In the event that intentional unwillingness to pay is proven, the customer shall be held responsible personally until all dues have been paid in full.

5. Noncompliance with the terms of payment or if the supplier, after concluding the contract, learns of any circumstances which give rise to reasonable doubt as to the customer’s solvency, shall result in all moneys due to the supplier, including current liabilities on bills, becoming payable immediately. In this case the supplier also has the right to cancel the contract and to demand compensation for losses resulting from the cancellation unless the customer has paid in advance or provided adequate collateral.

 

VI. Retention of title

1. All goods delivered by the supplier remain the supplier’s property until the customer’s accounts, including future receivables from contracts concluded simultaneously or at a later stage, have been fully settled. This also applies if payments are made towards receivables singled out for special attention.

2. When an account is outstanding the property under retention of title is seen as surety for moneys owing to the supplier.

3. The customer may sell goods which are subject to the retention of title in the regular course of business on condition that he transfers the supplier’s retention of title to his buyer. He is not permitted to offer the goods as surety or pledge them. The supplier shall be notified immediately of any third party interventions or measures concerning the supplier’s retention of title. The customer, at his own cost, shall take any urgent steps which are necessary to safeguard the rights of the supplier. Already now the customer cedes to the supplier any receivables due from selling goods subject to the retention of title together with all subsidiary rights, irrespective of whether such goods are sold without or after processing.

The customer is not permitted to make any arrangements with his buyer which would exclude or jeopardise the supplier’s rights in any way. After ceding his receivables to the supplier the customer is nevertheless authorised to collect such receivables. The supplier does, however, reserve the right to collect such receivables himself, especially if the customer’s payments are in arrears. At the supplier’s request the customer shall reveal the receivables ceded and their debtors. He shall also provide any details necessary for collection, hand over the relevant documents and notify the debtor of the cession.

VII. Liability for defects/warranty

1. Defective goods have to be reported to the supplier in writing and no later than within one week after the goods were delivered to their destination.

2. The supplier shall not be liable for any material defects which are not noticeable on delivery and appear at a later stage.

3. If objections are justified the supplier has the right to remedy the defect. The customer shall allow a reasonable period of time for the supplier to do so and he can demand compensation instead of or together with the goods only after granting time for three remedial attempts. If remedial action fails, the customer is entitled to demand that the contract is changed or mitigated. Any further claims are excluded, in particular claims for compensation and especially compensation for damages which were not caused by the goods as such (consequential damage).

4. If the defect is covered by the warranty the supplier does not charge for the remedial action.

5. In cases of intent or gross negligence on the part of the supplier or his representative or vicarious agent the supplier is liable according to the provisions of the law. Compensation for violation of essential contractual duties, however, is limited to foreseeable damages typical for this type of contract even in the case of gross negligence. Further liability is excluded.

6. The supplier is not liable for any damages caused by his goods to the customer’s legally protected interest, e.g. other goods, unless such damages are the result of intent or gross negligence or if they are a matter of injury to life, body and health.

7. Paragraphs 5 and 6 above refer to compensation together with the goods and compensation instead of the goods, irrespective of the legal basis, especially as a result of defects, the violation of debt obligations or unlawful acts. They also apply to claims for the compensation of futile expenses.

8. The supplier’s warranty is void if the customer or a third party, who is not authorised by the supplier, interfere with the goods delivered.

9. It is not permitted to exercise the right of retention via the purchase price or to deduct counterclaims from moneys owing to the supplier.

VIII. Place of fulfilment and legal venue

The supplier’s place of business is the place of fulfilment. It is also the legal venue unless overruled by mandatory legal provisions. In the event that the customer‘s residential address or usual place of residence is unknown at the times when legal action is taken, as well as in the event that the customer moves his residential address or usual place of residence out of the area of jurisdiction after signing the contract, the legal venue is that of the supplier as a matter of principle.

VIII. Final provisions

If any provision of these terms and conditions should prove to be invalid, the validity of the remaining provisions and the contract as a whole will not be affected.

 

 

 

 

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