Terms and conditions
Orders are carried out in line with the following conditions and stipulations. Deviations from these conditions by the party ordering goods or services are allowed only with the written approval of the supplier.
1. Terms of Contract
1.1 Quotations are always non-binding. Samples, designs and drawings are only approximate guides.
1.2 The extent of supply begins after the written order confirmation by the supplier. If there is no such confirmation, then the delivery note stands as order confirmation.
1.3 Product deviations caused in manufacture or as a result of technical advances are allowable within the framework of what is considered normal in the industry. Part deliveries are permitted unless the customer is unfairly affected.
1.4 All rights of ownership and the rights to the use of copyright in respect of price quotations, drawings and other documents are reserved by the supplier without limitation. Third parties may be given access to these items only with the prior consent of the supplier. In the event that an order does not materialise, all drawings, samples and documents appertaining to the quotation must be immediately returned to the supplier on demand.
1.5 Verbal post-contract amendments and alterations will have effect only if confirmed by the supplier.
2.1 Prices are in Euros plus any VAT. They are ex-works and do not include packaging, freight, postage, insurance and any other associated costs.
2.2 Any designs, models, drawings, samples or other preparatory work commissioned by the customer will be charged for even if no order materialises.
3. Conditions of Payment
3.1 Payment within 14 days merits a 2% discount otherwise payment of the net sum is due within 30 days of the date of invoice.
3.2 Bills of exchange will be accepted only by special agreement and without discount. All associated costs will be met by the customer.
3.3 The customer must use only legally accepted or undisputed means of payment.
3.4 In the case of arrears, interest will be charged at bank interest rates for credit but at least at the legal interest rate for interest payable on arrears. This does not affect supplier’s possible claims for damages. Any discounts or other price advantages are nullified.
3.5 If the conditions for payment are not adhered to, or if there is reasonable doubt as to the customer’s credit-worthiness, the supplier may demand payment in advance and other payments in respect of any unpaid invoices (including those not yet due) and may retain goods not yet delivered and may confiscate, at the customer’s cost, any supplied goods not paid for and may withdraw from the contract without notice.
4. Delivery Dates and Deadlines
4.1 The time for delivery and the deadline will be binding only if it has been expressly confirmed in writing by the supplier. Fulfilment of the deadlines presupposes that the customer has fulfilled his contractual obligations or made any agreed pre-payments or has carried out any other duties or obligations. A further pre-condition for the keeping of deadlines is that the suppliers should have performed their role correctly and timely, in as much as the supplier has selected them in a professional manner.
4.2 If the supplier is late in delivery, and has failed to make use of any extended delivery date offered by the customer, then the customer has the right to withdraw from the contract. Claims for damages in respect of non-fulfilment, will be non-enforceable unless the delay is intentional or due to gross negligence on the part of the supplier.
4.3 The delivery deadline will be extended as appropriate if unforeseen difficulties are faced by the supplier, such as government action, delays in the supply of energy and raw materials, strikes and lock-outs.
4.4 The deadline for delivery of the total order in call-off contracts is one year from the supplier’s order confirmation date. The customer must begin the call-off at least four working weeks in advance of the final date. If there is no call-off before the deadline, the supplier may choose between fulfilling the order or withdrawing from the contract. Potential claims for damages will be unaffected.
5. Despatch and Transfer of Risk
5.1 Delivery will be made to the customer’s address at the customer’s cost and risk. If other delivery locations are agreed, then the risk associated with possibly impassable roads lies with the customer. Unless otherwise agreed, the supplier will select the packaging, the route and the type of transport. The customer will bear the costs of packaging.
5.2 The risk is transferred to the customer at the point where the goods are handed over to the transport company. This also applies to ex-works supply and collection by the customer. Insurance against all kinds of damage will be taken out only if required by the customer and will be charged to his account.
5.3 All products supplied must be accepted initially by the customer, even when they are defective. This will not affect any warranty claims.
6. Reservation as to Ownership
6.1 The delivered gods will remain the property of the supplier until the payment in full of all monies arising from the commercial relationship between the supplier and the customer. The customer has the right to sell on any reserved goods in the normal course of business. In this case, any debts arising from the disposal shall be assigned to the supplier. If the goods are sold on on a credit basis, the customer is obliged to reserve the supplier’s rights and especially to reserve any property rights. All rights and claims relating to these property rights relating to his client are assigned by the customer to the supplier. The customer may not pawn the goods or offer them as security without the written agreement of the supplier.
6.2 If the reserved goods are incorporated as a significant component of a product of a third party by the customer or on the instruction of the customer, then the customer assigns to the third party or whoever is involved, any debts resulting from payments to the customer in line with all associated laws, including concession of rights to a legal mortage.
6.3 If the reserved goods are incorporated as a significant component of a product of the customer then the customer assigns, with all associated laws, any debts ensuing from the product disposal to the customer’s client.
6.4 If the amount of security set for the supplier, exceeds the debt more than temporarily by more than 10%, then the supplier is obliged to release a corresponding amount of security as required by the customer.
7.1 In the event of a warranty claim, the supplier may chose between replacing or repairing the goods. Any returned, replaced parts become the property of the supplier. If the supplier, on supplying new products, has failed to meet any delivery date set by the customer, has failed to correct any faults or fails twice to carry out the repairs or supply a replacement product, then the customer can withdraw from the contractor demand a price reduction. Damage claims are excluded.
7.2 Any obvious faults are to be reported in writing immediately on receipt of goods. Faults not immediately apparent must be notified in writing as soon as they are
discovered, and at the latest within six months of delivery. Otherwise all deliveries will be regarded as satisfactory. The duty of investigating more thoroughly and notifying faults as per 377/378 HGB (German code of commercial law) remain unaffected.
7.3 Goods may be retuned only by prior mutual arrangement. The customer will be liable for any damage occurring during the return, unless all proper care for safe transport has been taken.
7.4 All further claims made by the customer against the supplier and his official representatives are excluded, in particular claims for compensation for damage not arising from the supplied goods and for consequential damage. This does not apply in cases of premeditation, gross negligence, absence of promised features, breach of contractual obligations or danger to life, body or health.
7.5 No liability is accepted for faults which have been caused by ignoring the supplier’s instructions, recognised engineering rules, or the manufacturer’s instructions regarding installation, commissioning and operation, as well as by unsuitable or inappropriate use. Nor is liability accepted for damage caused by the use of inappropriate operating mechanisms, or by chemical, electro-chemical or electrical influences or from natural wear and tear. With the supply of components and accessories for system building, the customer is himself responsible for the proper installation in line with the current state of technology and current technical directions and also for ensuring that current safety regulations are followed. No claims in warranty will be accepted if any modifications or repairs have been carried out by the customer or a third party without the prior consent of the supplier or if the fault has resulted from the use of parts or materials from a third party.
7.6 The above conditions apply in like manner to faults resulting from any bad advice or consultancy or from any associated breach of contractual obligations, particularly arising from wrong instructions in operating and maintenance manuals.
8. Special Claims For Damages
Claims for damages against the supplier with respect to breach of contractual or pre-contractual obligations or from illegal treatment, as long as this is connected with the contractual or pre-contractual claims for damages, are excluded unless they result from premeditation, or breach of cardinal obligations of the supplier contract. This applies to both direct and indirect damage. (consequential damage).
9. Third Party Trading Rights
The customer is responsible for ensuring that the supplier does not breach copyright or trading rights of third parties by the use of supplied goods. The customer expressly accepts the obligation to free the supplier of all third party claims in the event of such a breach of trading rights and to be responsible for any associated legal costs. In this case, the supplier reserves the right, as he so chooses, to withdraw from the contract, to replace those parts which are prohibited by the third party trading rights with alternative parts or to require that the party whose rights have been infringed be compensated by the customer by payment of a licence fee.
10. Place of fulfilment and jurisdiction
10.1 The place of fulfilment for all supplies and payments is the supplier’s registered office. The place of jurisdiction for all disputes with companies resulting from the contractual relationship will be that court local to the supplier.
10.2 Federal German law applies exclusively with the exception of the provisions of the UN Kaufrechts (Contracts for the International Sale of Goods)
11. Binding aspects of the contract
Even if individual conditions or points of agreement become ineffective in law, the contract between the supplier and the customer remains binding in its remaining sections.