Terms and conditions
1. Validity of the conditions
- Our sales conditions apply to entrepreneurs (§ 14 BGB [German Civil Code]). They shall also apply to all future transactions with the purchaser (customer). Insofar as these terms and conditions don’t violate mandatory law, they shall also apply to consumers.
- Our terms of sale apply exclusively. We don’t recognize any conflicting conditions or conditions which deviate from our conditions of sale, not even by unconditional execution of the contract.
- All agreements made between us and the customer for the purpose of fulfilling this contract shall be set down in writing in this contract or in an amendment contract.
- Unless otherwise stated in these terms and condition of sale the terms and definitions of INCOTERMS 2000 shall apply.
2. Conclusion of contract
- Our offers are subject to change without notice. Orders are accepted to availability in our warehouse. Likewise, technical descriptions and other details in offers, brochures and other information are initially non-binding. Data sheets and descriptions stored for the individual products are based on information from the manufacturers and our suppliers of inputs. We assume no liability for this. The customer is obliged to check himself whether the products used are suitable for the intended use.
- We reserve property rights and copyrights to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties.
- Information within the meaning of paragraph 1, as well as in public statements on our part, by the manufacturer and his assistants (§ 434 | 3 BGB [German Civil Code]) shall only become part of the performance description, if it is expressly referred to in this contract.
3. Prices and terms of payment
- Unless otherwise stated, our prices are ‘ex works’. Additional expenses, for example for the conclusion of insurance policies, shall be borne by the customer.
- The statutory value added tax is not included in our prices; it is shown separately in the invoice at the statutory rate on the day of invoicing.
- Purchase price payments are to be made within 15 working days (21 calendar days) upon receipt of the goods and the invoice in cash or by bank transfer. They shall be deemed to have been made from the date on which the amount is freely available to us. Payments shall be made by the customer at his own expense.
- We grant our customers a discount of 3 % for advance payment or 2% for payment within 7 days.
- Initial orders will only be executed against cash on delivery or prepayment. COD (cash on delivery) charges shall be borne by the customer.
- The customer has a right to offset or a right of retention only because of undisputed or legally established claims or demands.
- Our claims shall be collected by automated dunning procedure. In the context of the dunning run only receipts for payment are considered.
4. Shipping costs, scaled discounts
- Shipping costs and scaled discounts are shown separately in our ordering system.
- If the ordering system refers to an order value, this is measured according to the actual goods to be shipped.
- Partial deliveries will only be made at the explicit request of the customer. In this case, the order value shall be based on the respective partial delivery to be dispatched.
- Orders which can’t be executed by us due to a lack of availability of the goods or for other reasons, will not be used to calculate the order value and the resulting scaled discount.
5. Delivery and duties to cooperate
- The scope of our delivery obligation results exclusively from this contract. We reserve the right to make design, shape and colour changes, which are based on improvements in technology or on legal requirements, insofar as the changes are not material or otherwise unreasonable for the customer.
- If partial deliveries are reasonable for the customer, these can be made and invoiced. If there is no reason to dispatch partial deliveries, these shall only be made at the explicit request of the customer.
- The indication of delivery periods is always subject to the contractual cooperation of the customer. Compliance with our delivery obligation requires the timely and proper fulfilment of the customers obligations.
- If we ourselves aren’t supplied, although we have placed congruent orders with reliable suppliers, we shall be released from our obligation to perform and may withdraw from the contract.
- If it turns out after conclusion of the contract, that the customer doesn’t offer sufficient guarantee of his solvency and that our claim for payment is at risk, we shall be entitled to refuse delivery until the customer has made payment or provided security for it. If payment or security isn’t made within 12 working days after a request to do so, we shall be entitled to withdraw from the contract.
- We are entitled to have the delivery performed by third parties.
6. Delay in delivery
- If an agreed deadline can’t be met by us or our suppliers due to circumstances beyond our control, it shall be extended accordingly. We shall inform the customer immediately of such a case. If the hindering circumstances still persist one month after expiry of the agreed delivery period, either party may withdraw from the contract. Any further claims due to exceeding the delivery period through no fault of our own shall be excluded.
7. Place of performance and transfer of risk
- Place of performance is Neuwied, Germany. Unless otherwise agreed, delivery ‘ex works’ is agreed on. Goods insurance will only be taken out at the request of the purchaser. The relevant costs shall be borne by the customer.
8. Material defects
- With regard to material defects, the customer shall first be subject to the statutory inspection and complaint obligation of § 377 HGB [German Commercial Code].
- The customer can’t derive any further rights from material defects, which don’t or only insignificantly impair the value and suitability of the goods for the use recognizable for us.
- If the goods show a material defect upon transfer of risk, we shall be entitled and obliged to subsequent improvement or substitute delivery. Subsequent performance shall be made at our discretion by repair or replacement. The costs of subsequent performance, in particular transport, travel, labour and material costs, shall be borne by us. If these costs account for more than 50% of the delivery value, we shall be entitled to refuse subsequent performance.
- If the subsequent performance fails, doesn’t take place within a reasonable period set by the customer, or is refused, the customer shall be entitled, at his discretion, to withdraw from the contract, to demand a reduction in the purchase price corresponding the value of the defect or – within the limits of the following paragraphs – to claim damages instead of performance.
- If a material defect leads to damage, we shall be liable in accordance with the statutory provisions insofar as it is a matter of personal injury, the damage falls under the Product Liability Act (ProdHaftG) or is based on intent or gross negligence.
- If the damage is based on a culpable breach of an essential contractual obligation or a ‘cardinal obligation’, we shall otherwise only be liable for the damage typical for the contract.
- Further contractual and tortious claims of the customer are excluded. We shall therefore be not liable in particular for damage which has not occurred to the delivery item itself; and for loss of profit or other financial losses of the customer.
- The above stated provisions don’t apply to used goods. In this case we shall only be liable for material defects in the case of explicit acceptance of guarantee, intent or gross negligence.
- 484 BGB [German Civil Code] remains unaffected by paragraphs 2-8.
9. Other liability for damages
- The provisions in No. 8 paragraph 5-7 shall also apply to claims for damages due to other breaches of duty.
- In the event of a breach of a pre-contractual obligation or a frustration of contract already existing at the time of conclusion of the contract (§§ 311 II, 311a BGB [German Civil Code]), our liability to pay damages shall be limited to the negative interest.
- For our liability in tort the provisions in No. 7 paragraphs 5-7 apply accordingly.
- Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, co-workers, representatives and vicarious agents.
10. Statutory limitation
- Subject to §§ 438 No. 2, 479 BGB [German Civil Code], the purchasers claim for subsequent performance shall become statute-barred two years after delivery of the goods, in the case of used goods after one year after delivery. Accordingly, the right of withdrawal and reduction according to the statutory provisions is excluded.
- The limitation period for claims for damages is one year, subject to §§ 438 No. 2, 479 BGB [German Civil Code].
- For claims arising from the Product Liability Act [ProdHaftG] and in cases of intent and gross negligence, the statutory limitation period shall apply.
11. Reservation of title
- Title to the delivered goods shall remain reserved until all our claims against the customer arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. This shall also apply if claims have been included in a current account and the balance has been struck and acknowledged.
- The customer is entitled to sell or process the goods in the ordinary course of business. He shall carry out any processing on our behalf without our being obliged to do so. If the reserved goods are processed, combined or mixed with other goods, we shall in principle acquire a co-ownership share in the new item, namely in the processing in the ratio of the value (= gross invoice value including ancillary costs and taxes) of the reserved goods to the value of the new item, in the case of combination or mixing in the ratio of the value of the reserved goods to the value of the other goods.
- The customer hereby assigns to us all claims arising from the resale against a customer or against third parties. He shall remain authorized to collect these claims even after the assignment. Our authority to collect the claims ourselves shall remain unaffected; however, we shall not exercise this right as long as the customer duly fulfils his payment and other obligations. Upon request, the customer must inform us of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and inform the debtors of the assignment.
- In the event of breach of contract by the customer, in particular default in payment, we shall be entitled to rescind the contract and take back the goods. For the purpose of taking back the goods, the customer hereby irrevocably permits us to enter his business and storage premises without hindrance and to take the goods with us.
- To the extent and as long as the retention of title exists, the customer may neither assign by way of security nor pledge goods or manufactured items from such goods without our consent.
- In the event of distraint and other interventions by third parties, the customer must notify us immediately in writing. He is prohibited from entering into agreements with his customers which could impair our rights.
- We obligate ourselves to release the securities to which we are entitled at the customer’s request and at our discretion to the extent that the realizable value of the securities exceeds the claims to be secured by more than 20% or their nominal amount by more than 50%.
12. General information
- The rights of the customer arising from this contract are not transferable.
- The invalidity of individual provisions shall not affect the validity of the remaining provisions.
- If the purchaser is a merchant, the place of jurisdiction for all disputes within shall be Neuwied, Germany. This place of jurisdiction is not exclusive.
- German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).