1 Offer and Conclusion of Contract
Our terms and conditions as set out below shall exclusively apply. Deviating terms and conditions of the ordering party (hereinafter referred to as "the Customer") which are contradictory to these terms and conditions and which we have not explicitly recognised shall not be deemed as binding, even if we do not expressly exclude them or object to them.
Our offers are subject to change and are non-binding, unless we have designated them as binding in writing. The order shall be deemed accepted after we have confirmed it in writing.
We retain the rights in rem and the intellectual property rights to illustrations, drawings, sketches and other documents. These must not be made accessible to third parties without our approval, and must be returned to us upon request. The Customer must guarantee that the working drawings submitted by the Customer do not conflict with any third-party property rights. We shall have no duty to the Customer to check whether any third-party rights are violated by our submission of offers based on the working drawings supplied to us by the Customer or by our fulfilment of an order. Should it nevertheless transpire that we are held liable by third parties, the Customer shall indemnify us against any claims of recourse.
Prices are in EUR and shall apply ex-works excluding packaging unless otherwise arranged. If, for reasons beyond our control, delivery is effected later than four months after conclusion of the Contract, we shall be entitled to pass on to the Customer any verified cost increases in the intervening period.
3 Delivery deadlines
Specification of delivery dates and deadlines are non-binding, unless they are explicitly agreed as binding.
If we fail to meet an expressly agreed delivery date or default for other reason, we shall be liable in accordance with the statutory provisions if the delayed delivery is due to an intentional or grossly negligent breach of duty for which we are responsible. If the delay in delivery is not due to an intentional or grossly negligent breach of contract for which we are responsible, our liability shall be limited to the foreseeable, typically occurring damage in such circumstances. If the delay in delivery for which we are responsible is due to a culpable breach of a material (contractual) obligation, we shall be liable in accordance with the statutory provisions, with this liability being limited to the foreseeable, typically occurring damage in such circumstances.
We shall be entitled to make part deliveries and provide part services, to the extent that the Customer can reasonably be expected to accept them.
Goods shall be shipped at the expense of the Customer and, on request, shall be insured at the expense of the Customer. The risk shall pass to the Customer as soon as the consignments are handed over to the carrier and provided that the Customer is not a "consumer" as defined in Section 13 the German Civil Code (BGB).
For a merchant, the assertion of rights on account of a defect in the products shall be subject to his/her immediate inspection of the product and notification of the defect to us. If we are unable to eliminate the defect or provide a replacement delivery, if such measures are delayed in excess of a reasonable period of time for reasons for which we are responsible, or if the defect elimination/replacement delivery proves to be a failure even on the second attempt, the Customer shall be entitled to choose between cancelling the Contract or calling for an appropriate reduction in the purchase price.
Unless the Customer is a "consumer" as defined in Section 13 BGB, the period of time for asserting rights regarding defects in quality is 12 months, calculated from the time at which the transfer of risk occurs.
In addition to the statutory warranty rights, we shall be liable in accordance with the statutory provisions for damages arising from injury to life, limb or health caused by a negligent or intentional breach of obligations committed by us or by one of our legal representatives or vicarious agents, or for damages that are included in the Product Liability Act. For all other damages, we shall be liable in accordance with the statutory provisions if the damage is caused by a negligent or intentional breach of obligations committed by us, one of our legal representatives or vicarious agents and if we have not provided a guarantee of quality and/or durability. In this case, the liability for damages shall be limited to the foreseeable, typically occurring damages in such circumstances, unless there is evidence of an intentional act. We shall also be liable for damages we have caused through the simple breach of such contractual obligations, where the fulfilment of said obligations constitutes a condition sine qua non for the proper performance of the Contract and where the Customer regularly relies on and may rely on compliance with such obligations. We shall be liable only to the extent that the nature of the damage is directly related to the Contract and is foreseeable. Any further liability is excluded. The liability pursuant to number 3 remains unaffected hereby.
6 Retention of Title
All deliveries shall be ex-works or ex-warehouse for deliveries, subject to the retention of title to the goods until all payments from the delivery contract and any other business relations between the Customer and us have been received.
Retention of title shall also apply in the event that the Customer has processed or re-worked the goods. Our title shall then extend to the item created from said processing or re-working. This item shall then be kept and secured safely. In the event that the delivered goods are resold, even after processing or re-working, the Customer's claim to the resale shall be deemed to have been transferred automatically to us. The transfer shall also extend to the claim to surrender that may be asserted by the Customer in respect of a third party. We herewith accept the transfer of these claims. The Customer undertakes to notify us of the resale of the delivered goods by specifying the details of the purchase. From the outset, the Customer shall accord us the right to notify third parties that all claims from the resale have been transferred to us. All necessary documents and information shall be supplied to us. Should the financial situation of the Customer seriously deteriorate or if insolvency proceedings are initiated on the Customer's assets, our claim to the equivalent of all delivery consignments shall be due for payment with immediate effect. We shall be obliged to release the securities to which we are entitled if the realisable value of said securities exceeds the claims to be secured by more than 10%; we shall retain the right to choose the securities to be released.
7 Place of performance and jurisdiction
Provided that the Customer is a merchant, our registered company office shall be considered as the place of performance and jurisdiction. However, we shall also be entitled to take legal action against the Customer in the place of jurisdiction in which the Customer is domiciled.
The Customer shall be entitled to set-off only if the claims are uncontested by us or have been legally established. The Customer shall be entitled to exercise the right of retention only if the claims are based on the same contractual relationship.
The relationship between the parties to the Contract shall be governed exclusively by the laws applicable in the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Last updated: 21/08/2015