General terms and conditions

General terms and conditions

Delivery and payment conditions
Section 1General/Sphere of application

Our delivery and payment conditions apply exclusively We do not recognise any conditions of the party ordering which are contrary to or which deviate from our delivery and payment conditions. Our delivery and payment conditions also apply if we carry out the delivery in the knowledge conditions contrary to or such of the party ordering which deviate from our delivery and payment conditions.

Section 2
Conclusion of agreement

1- Our offers are made in all parts subject to confirmation. We are only contractually bound when we have confirmed the conclusion of agreement in writing.

2. All agreements which are made between us and the party ordering for the purpose of execution of this agreement shall be recorded in this agreement in writing.

3. Our delivery and payment conditions apply only towards companies in the terms of section 310 sub-section 1 BGB-

Section 3
Prices/payment conditions

1. Inasmuch as nothing else has been agreed, the prices stated in our price lists on the day of ordering shall apply.

2. If costs related to the order significantly change after conclusion of the agreement (e.g. for raw materials, auxiliary materials, wages, freight or public levies), we are entitled to adjust the price taking into consideration the change in costs in accordance with out discretion.

3. All prices are in euro and subject to the currently applicable turnover tax applicable on delivery.

4. Payment claims are due on delivery and receipt of the invoice- They shall be fulfilled within 14 days of receipt of the invoice. If a payment is not made in good time, the demand shall be subject to interest of 8% above the base interest rate of the European Central Bank. Proof and assertion of a higher interest claim is reserved.

5. Bills, cheques and other instruction papers are only accepted with reservation and on account of payment. The existence of our demand is not affected by this. Discount and collection costs shall be borne by the party ordering.

6. We deliver to parties ordering, which are unknown to us or insolvent in accordance with our own choice either against cash on delivery or advance payment.

Section 4
’Delivery periods

1. Delivery periods shall be regarded as only having been agreed approximately

2. Delivery periods always commence on confirmation of order by us but not before all details of execution have been clarified and all prerequisites to be fulfilled by the party ordering have been met, in particular not before all documents necessary for execution of the order have been presented or any agreed down payments made. In the cases of orders on call, the delivery period shall commence on the working day following the call.

3. The delivery period shall be regarded as having been met if the goods have been made available by expiry of the delivery period in the works to be picked up by the party ordering and this availability has been notified to the party ordering.

4. We are not liable for delays in delivery due to force majeure or other events for which we are not responsible (e.g. the effects of labour dispute measures, a shortage of raw materials, operational disturbances etc.). This does not apply in cases in which we are guilty of fault in assumption or precaution or of fault in modification.

5. We shall inform the party ordering about circumstance which result in appreciable delay in delivery.

6. In the case of non-performance or delivery periods being exceeded, there is liability on our part only in the case of intent or gross negligence.

7. The obligation to pay damages is limited in amount to the damage predictable at the point of time of the conclusion of the agreement.

8. If the delivery is to take place on call or in accordance with specification by the party ordering or call or specification does not take place within the contractually agreed period, we are entitled, after unsuccessfully having set a period, optionally to distribute and deliver the goods, to demand damages due to non-performance or to withdraw from the agreement.

9. Additional or reduced deliveries of up to 10% are permitted.

Section 5
Place of performance

1- The place of performance is our works in 58640 Iserlohn, Köbbingser Mühle 10.

2. Our performance takes place ex works, i.e. the goods are made available in the works to be picked up by the party ordering.

1. If shipping of the goods takes place on request by the party ordering to a place other than the place of performance, the risk shall be transferred to the party ordering as soon as we have transferred the item to the carrier or the person who has otherwise been determined to carry out the shipping.

2. If the party ordering has not expressly stated it, the choice of the type of shipping is up to us. The same applies to the choice of shipping agent or carrier. We shall assume no guarantee for the most economical type of shipping. The costs of shipping shall be borne by the party ordering. Transport insurances shall only be concluded at the expressed wish of the 1st party ordering.

3. If goods are taken back for reasons for which we are not responsible, the party ordering shall bear the risk up to receipt of the goods by us.

Section 7
Packaging

1. The provision of the goods takes place unpackaged ex store or works.

2. We shall carry out the packaging of the goods at the request of the party ordering. We shall provide commercially customary returnable packaging on a loan basis. This shall be returned within 2 months in faultless condition and at no cost to us. If return does not take place within the period stated above, the full packaging costs shall be invoiced. Special packaging shall always be invoiced and not taken back.

Section 8
Warranty

1. The party ordering shall examine the goods after receipt without delay inasmuch as this is possible in accordance with the correct course of business and, if a defect is established, notify us of this without delay. If the party ordering does not give such notification, the goods shall be regarded as having been approved unless it concerns a defect which was not recognisable at the time of examination. If such a defect is only shown at a later date, the party ordering shall notify us of his discovery without delay. Otherwise, the goods shall be regarded in consideration of this defect as having been approved.

2. In the case of defective goods, we shall optionally make replacement delivery or subsequent improvement. If two-off replacement delivery or subsequent improvement fails, the party ordering is due the further-reaching statutory warranty claims.

3. Claims for damages on the part of the party ordering against us shall only be valid if we are guilty of intent or gross negligence. This restriction shall not apply in the case of fatal or physical injury or damage to the health.

4. In all cases, the obligation to pay damages is limited in amount to the damage predictable at the point of time of the conclusion of the agreement.

5. The warranty period is limited to 12 months from the point of time of the transfer of risk.

Section 9
Protective rights

1- If the manufacture of goods takes place in accordance with the information provided by the party ordering and if in doing so protective rights of third parties are violated, the party ordering shall indemnify us against all claims of third parties due to the violation off protective rights.

2. In the case of agreement violation by the party ordering, his protective rights do not stand in the way of contractual utilisation of the goods by us.

Section 10
Reservation of title

1. We reserve the title for all goods delivered by us up to full payment of the purchase price including all incidental costs. All deliveries of goods are regarded here as a connected delivery transaction. In the case of current invoice, the reserved title shall be used as security for our balance payment request.

2. If goods delivered under the reservation of title are combined by the party ordering with other objects to make an integrated item, we shall be regarded as the manufacturer of the item in the terms of section 9850 BGB and shall become its owner. If the other item is to be regarded as the main item, we shall acquire a co-ownership share in accordance with the value of our goods.

3. The party ordering is entitled to resell the goods under reservation of title in the correct course of business. He hereby assigns the demands arising from resale against his purchasers with all incidental rights to us. In case the party ordering sells the demand within the framework of factoring, he assigns now already the demand against the factor to us. The share of the proceeds shall be passed on to us without delay.

4. The party ordering is entitled to collect the assigned demands himself as long as he fulfils his payment obligations towards us. This collection authorisation shall lapse on revocation to the claim of which we are authorised in the case of delay in payment or deterioration of assets. After pronouncement of revocation, we are authorised to disclose the assignment of the demand to the purchasers and to collect the demands ourselves. The party ordering is obliged on request to issue us with all information necessary for collection of the demands (in particular lists of the demands including the name and the addresses of the purchasers).

5. In the case of delay in payment on the part of the party ordering, we are entitled to withdraw from the agreement and to demand surrender of the goods delivered under the reservation of title. In this case, the party ordering is not entitled to dispose over the goods which are in our ownership. Access of third parties shall be notified by the party ordering without delay stating the documents necessary for intervention. The costs of intervention shall be borne by the party ordering.

6. In the case of assertion of the reservation of title, the party ordering shall return the goods to us without delay. Optionally, we are entitled to pick up the goods which are in our ownership from the company site of the party ordering. The party ordering shall in this respect waive the assertion of possessive protection rights.

7. The reservation of title shall also continue to exist if the demands forming its basis have been taken up by us in a current invoice.

8. If the value of the goods under reservation of title exceeds the demands to be secured by more than 10 percent, we shall, at the request of the party ordering or a third party impaired by overcollaterisation, release the securities up to shortfall of the overcollaterisation limit.

Section 11
Lien

1. A lien shall be constituted on items of the party ordering which come into our possession. This lien shall be used to secure our liability from the current business relationship with the party ordering.

2. If the value of the items, on which a lien has been constituted in our favour, exceeds the demands against the party ordering to be secured by more than 10 percent, we shall, at the request of the party ordering or a third party impaired by overcollaterisation, release the securities up to shortfall of the overcollaterisation limit.

Section 12
Prohibition of set-off

Set-off against our demands by the party ordering is only permitted in the case of undisputed or legally established demands.

Section 13
Place of jurisdiction/applicable law

1. The place of jurisdiction is Iserlohn. We reserve the right, however, to take action at the company or the place of residence of the party ordering.

2. Only the law of the Federal Republic of Germany is valid. Application of the Convention of the United Nations of 11/04/1980 concerning contracts for the international sale of goods is ruled out.

Section 14
Escape clause

If one provision of these conditions and the further agreement made is or becomes ineffective, the validity of the agreement otherwise is not affected. The contractual parties are obliged to replace the ineffective conditions with one which in its success most closely approaches the ineffective one.