General Terms and Conditions of Business
GTC
Conditions of Delivery
I. Scope of Liability
(1) Our deliveries, services and offers are solely provided according to the conditions below. Any contrary or deviating conditions on the part of the customer are hereby revoked. Our conditions also apply if we make deliveries when aware of contrary or deviating customer conditions. Deviations from our conditions required our express written approval.
(2) Our conditions shall also apply - without specific information thereon - to future deliveries and services, should we confirm them as being not to deviating conditions.
II. Quotations and contract completion, written form
(1) Our quotations are made freely and are non-binding. The documents belonging to the quotations, such as brochures, images, cost estimates, drawings and other documents shall remain our property and may not be made used, reproduced nor made accessible to third parties without our approval.
(2) An agreement with the customer shall only take effect when we accept the customer order in writing with the issue of an order confirmation or dispatch the goods and issue an invoice.
(3) Agreements, confirmations or other agreements made before our order confirmation shall only be valid if made in writing. The same applies to the promise of properties.
III. Prices
(1) Our prices are to be understood as being ex works or from the warehouse without costs for erection and installation. Freight and packaging are invoiced specially with the exception of shipping boxes issued as standard; we do not accept returned transport crates and containers back.
(2) Our prices do not contain value-added tax unless indicated specially. The customer shall pay the statutory level of value-added tax.
(3) In addition, we shall reserve the right to increase prices at the level, at which we generally increase our prices.
IV. Conditions of Payment
(1) If no issues arise from the order confirmation, our invoices shall be paid within 14 days at a 2% discount or net within days from the date of invoicing. In the case of unknown customers, we reserve the right to deliver goods against cash on delivery or advanced payment with 2 % discount.
(2) Payments shall only be considered as having been made when we actually possess the complete sum. In the case of cheque or note payments, our claim shall only be considered as having been completed when the appropriate amount has finally been credited to us and no recourse claims can be made against us.
(3) We are not obliged to accept notes or cheques. Any exceptions shall only be made in individual cases. Taxes on bills of exchange, bank, discount or transfer expenses shall be carried by the customer and shall be immediately after invoicing.
(4) We shall be authorised, despite any other agreements, to add payments of the customer to their past debts. If costs and interest have already accrued, then we shall be authorised to invoice the payments to the costs, then to the interest and finally to the main claim.
(5) 30 days after the invoicing date, we shall invoice interest to a level of 5 % over the appropriate discount rate of the German Federal Bank. The customer shall be obliged to provide proof of lesser damage , whilst we shall be reserve the right to proof greater damage.
(6) Should the customer not meet their payment obligations, in particular not paying a cheque or note, or should cease payments or be delayed by more than 14 days with undeniable claims despite a warning or if proceedings are carried out unsuccessfully against them, then we shall be authorised to demand the entire remaining amount, even if we have accepted notes or cheques. In this case, we shall also be authorised to demand downpayments or security on any contracts and, should a reasonable period of grace have elapsed without payment, to withdraw from such contracts or to demand damages due to non-completion.
(7) The customer shall only be able to offset such counterclaims or reason the right to retention for reasons unchallenged by us, or which are recognised or determined legally.
V. Reservation of Ownership
(1) Any goods delivered by us shall remain our property up until the complete fulfilment of all aspects of the business relationship including any future claims.
(2) The customer shall be obliged to treat any goods which are our property carefully. They shall insure such goods, at their own expense, against fire, water and theft to a sufficient level according to the as-new value. The customer shall transfer any claims against perpetrators of damage and the insurance company to us straight away, should such claims refer to our property or shared property.
(3) Should the customer meet their obligations to us, they shall be authorised to sell goods which are our property in the course of normal business or to install them or modify them. Any modification of the goods on the part of the customer shall always be carried out for us. Should the goods be coupled in this way to objects not belonging to us, thus creating a new object, then we shall thus be given the joint property rights for the new good in the ratio of the value of our goods to that of the others at the time of processing.
(4) The customer shall already transfer all claims to any supplementary rights to us for the onward selling of the goods which are our property or joint property to the purchaser or third parties, irrespective of whether the good was sold with or without processing. When goods which are our joint property are sold, then a primary part of the claim according to the proportion of our joint ownership shall be transferred to us. Should the customer meet their payment obligations to us, then they shall be authorised to obtain any claims transferred to us as part of normal business. Should the customer not be able to meet their payment obligations, despite warnings, then we shall be authorised to obtains these claims ourself. The customer shall be obliged, on request, to make known any claims transferred to us and their creditors, to provide all the data required for payment transfer, to provide the corresponding documents and to inform creditors of the transfer.
(5) Extraordinary dispositions of goods belonging to us or claims, such as pledges, bills of sale and assignments of security and not permitted. The customer shall inform us of access by third parties to items and claims belonging to us, in particular through pledges, immediately in writing. In this case, the customer shall immediately inform the third party of bailiff of our rights.
(6) Should the customer infringe the contract, in particular due to non-payment, we shall be authorised but not obliged, to take back the delivered goods. The return shall not, if the Consumer Credit Law must not be applied, mean a termination of the contract, if we do not provide express written information about the same.
(7) We shall be obliged to release our securities, should their value exceed any claims by more than 20 %. The value of our securities can be calculated as follows: Goods shall be estimated at our sales prices minus a security discount of 20 %. Claims shall be estimated at a normal value minus a security discount of 20 % due to possible losses of outstanding receivables. We shall reserve the right to select the securities to be provided.
VI. Delivery time
(1) Unless otherwise agreed, the delivery times specified by us shall only be estimates We shall do our best to comply with them.
(2) Delivery periods shall begin on the date of the order confirmation but not before all the service conditions to be provided by the customer have been provided, in particular not before the provision of the documents, approvals, and releases to be provided by the customer or before the arrival of payment, which shall occur, in accordance with the agreement, before delivery.
(3) The delivery period shall be complied with if the delivery object leaves the factory or readiness for shipping is signalled before the period expires. The maintenance of our delivery obligation assumes the timely and orderly fulfilment of the ordering party's obligations.
(4) Any disruptions to nromal business, which are not our fault, in particular due to labour disputes, Acts of God, unexpected operational disruptions, intervention by the authorities, statutory import and export restrictions, shortages in raw materials needed by us, disruptions to energy supplies, etc., both for us and for our suppliers shall extend the delivery time accordingly, insofar as such obstacles can be proved to have had a considerable impact on the production or shipping of the purchased item. We shall also not be responsible for the above circumstances if they occur during a prior delay. In important cases, the customer shall be informed of the start and end of such obstacles as soon as possible.
(5) Should we be delayed, for reasons which are our fault, then the customer shall be authorised to demand damages at a flat rate of 0.5% of the delivery value for each complete week of delay, up to a total of 10 % of the delivery value. Any other claims by the customer shall be, assuming no other actions result from Para. 6, excluded, unless we or our legal representatives or assistants are accused of intent or gross negligence.
(6) Should, once we are already delayed, the customer provide us with a reasonable period of grace with the threat of refusal, which shall last at least 3 weeks, then, they shall be authorised, after this period has expired, to withdraw from the contract or to demand damages due to non-fulfilment.
(7) Should disruptions of the kind described in Para. 4 be more than simply temporary, but make our services impossible for long periods of time, then we shall be permitted to withdraw from the agreement, either in whole or in part. The customer shall not be able to make damage claims due to such withdrawal.
VII. Risk transfer and shipping
(1) The risk of being forced to pay despite loss or damage shall be transferred to the customer as soon as the shipment has been handed over to the person charged with transportation or has left our factory for shipment, even if we have exceptionally accepted additional services, e.g. shipment costs, travel or erection. The same shall apply to partial deliveries.
(2) Should shipment be delayed due to circumstances which are the customer's fault, then the risk with the signal of the readiness for shipment shall be transferred to the customer. We are however obliged, on request and payment by the customer, to take out insurance as demanded by the customer.
(3) Should the customer so desire, then we shall, at the customer's cost, insure the shipment against theft, breakage, transport, fire and water costs as well as against other insurable risks.
VIII. Partial deliveries
(1) We shall be authorised to ship partial deliveries.
(2) We shall invoice each partial delivery separately and the customer shall pay for this according to our conditions.
IX. Warranty against defects
(1) The customer's warranty rights assume that they have meet their inspection and complaint obligations according to §§ 377, 378 of the German Commercial Code.
(2) We shall not accept any warranty of such damage and faults as result from natural wear and tear, improper or negligent handling or excess strain by the customer, incorrect installation or commissioning by the customer or third parties, unsuitable resources, replacement materials, weathering, chemical, electrochemical or electrical influences, insofar as these cannot be traced back to us. Standard commercial quantity and quality tolerances shall remain unaffected If not otherwise agreed, the documents handed over by us, such as images, drawings as well as dimensional, weight and performance data, shall only be estimates.
(3) If there is a defect in the purchased article, which can be traced back to us, and if a complaint was made correctly and in good time, then we shall choose to provide a guarantee either of improvement or replacement, at our discretion. In the case of improvement, we shall be obliged to carry the required costs, in particular transport, work and materials costs, providing that they do not increase as a result, in order to bring the purchased good to a place other than the place of execution.
(4) If we are unwilling or unable to provide improvement/replacement, in particular should we allow a period of grace, to be set in writing by the customer, to elapse without success or if the improvement/replacement is unsuccessful in some other way, then the customer shall, at their discretion, be permitted to demand a reduction in the purchase price or to withdraw from the contract.
(5) Should nothing further occur, then any other claims by the customer - no matter for what reason - shall be excluded. Therefore, we shall not be liable for damage which occurs to the delivery object. In particular, we shall not be liable for lost profits or other economic losses on the part of the customer. The above exemption from liability shall not apply is the cause of the damage can be traced back to intent or gross negligence. It shall also not apply, should the customer be able to claim for damages in the case of a promised property as part of their statutory rights.
(6) The warranty period shall last 12 months, or 6 months for spare or replacement parts, calculated from the transfer of risk. This period is a period of limitation and shall also apply to claims for replacement of damage resulting from defects, should no claims of improper handling be made.
X. Liability, damages
(1) Should nothing further result from these delivery conditions, then any type of damage claims made by the customer, irrespective the legal reasons, shall be excluded unless the damage results from intent or gross negligence by us or our legal representatives or assistants . This clause shall not apply to claims made according to §§ 1, 4 of the German Product Liability Law.
(2) Should we negligently infringe a key contractual obligation, then we shall be liable for the replacement of the foreseeable damage. This liability shall be limited to the amount insured by our product liability insurance. We are prepared, upon request, to permit the customer to view our policy.
(3) In the case of our inability to provide the service, then damage claims made by the customer to damage made in the normal way shall be limited to double the contractual sum, with the exclusion of damages for lost profit, provided that this is due to intentional or grossly negligent contractual infringement by us or our legal representatives or assistants. The same shall apply to prior inability to perform.
(4) Insofar as our liability is excluded or limited, then this shall also apply to the personal liability of our employees, representatives and assistants.
XI. Acceptance delay
(1) Should the customer refuse acceptance after a reasonable period of grace, set by them, or should expressly state unwillingness to accept in advance, then we shall be permitted to withdraw from the contract or demand damages from non-fulfilment.
(2) If there is an acceptance delay of more than 2 weeks, then the customer shall pay the pending storage costs of 1% of the contractual price per month. The customer shall reserve the right to prove a lower level damage and we shall reserve the right to prove a higher level of damage.
XII. Applicable law, place of execution, place of jurisdiction
(1) The law of the Federal Republic of Germany shall apply to these conditions of business and the entire legal relationship between us and the customer - even for business with other countries. The applicability of foreign law shall be excluded along with the application of a standard purchasing right and the UN sales convention.
(2) In business transactions with full merchants of legal persons of public law or public funds, then the place of jurisdiction in the case of disagreements, also complaints about currencies or cheques, shall be our head office. This place of jurisdiction shall also apply if the customer has no general place of jurisdiction in the Federal Republic of Germany. We shall also be permitted to take proceedings against the customer at a court at their place of business.
(3) Should nothing else result from the order confirmation, then our place of business shall be the place of execution.
XIII. Concluding remarks
(1) Should one or more clauses of these conditions of delivery be or become ineffective, then the other clauses shall apply without limitation. The ineffective clause shall be replaced with an effective clause which implements the intended economic purpose as closely as possible shall be used.
(2) Our terms and conditions of business shall apply until the completion of the business relationship.
Purchase conditions
Our order shall only be considered as place when you accept the following purchase conditions. Other sales conditions, such as those in your order confirmations, shall not be recognised unless we confirm them immediately and in writing.
I. Order:
Only orders made in writing with a legally-binding company signature shall be valid. Orders made verbally or by telephone as well as subsequent orders or changes shall require a written confirmation within 5 days.
II. Confirmation:
Each order shall be confirmed to us within 5 days of order placement with information on the specified delivery period. We shall reserve the right to withdraw from orders, which are not confirmed in good time. We shall only recognise your confirmation insofar as it agrees with our delivery conditions.
III. Delivery:
Delivery shall take place at the cost and risk of the supplier. Unless informed to the contrary, the least expensive method of shipping shall be chosen. Packaging shall be, if not included in the price, recredited at 2/3 of the calculated value for prepaid shipments. The calculated packaging value shall not exceed the actual value. Should the packaging price exceed the rental price of rail or dispatch containers, then such containers shall be used as shall make returns irrelevant. Should partial deliveries be required, then the informed quantities and collection deadlines shall be maintained. Otherwise, deliveries shall always be made in the ordered scope in a single shipment. We shall reserve the right to refuse partial deliveries or to invoice any resulting additional costs. We shall always refuse excess or advance deliveries. In these cases, we shall reserve the right to store and extend the invoice, or return the good at the cost and risk of the supplier. If the confirmed delivery time is not complied with, we shall be permitted, to withdraw from the order, to obtain a replacement from another party and to invoice any price differential. We shall expressly reserve the right of the application of claims for damages due to the non-fulfilment of the contract, including the right to replacement of any lost profit for delayed delivery. Exceptions to this shall be the legally-recognised cases of Acts of God. In any case, we shall be informed in good time and without the need for a request, should the specified delivery date no longer be viable. Otherwise, we shall be permitted to claim against you for any resulting consequences.
IV. Delivery note:
Each delivery shall be accompanied with a delivery note.
V. Price:
The price shall be agreed subject to any drop in raw material prices etc. and other costs being taken into account in an appropriate repricing of the agreed prices. Price increases shall only be recognised subject to our agreement, which must be obtained at the latest 4 weeks before delivery.
VI. Acceptance of delivery:
Except for the legally-specified named cases listed in the Delivery and Defect Complaints sections, we shall be authorised to withdraw; in cases of Acts of God, during strikes, blockages, war and similar unexpected events, which impair our production and sales volume considerably, economic crises and reductions in sales volume, we shall permit ourselves to delay the acceptance and payment of goods to a reasonable time, which is later than that agreed.
VII. Defect complaints:
In the sense of § 377 of the German Commercial Code, complaints of defects shall be considered as timely if faults of any kind are signalled to the supplier 2 weeks after their discovery. For faulty goods, we reserve the right to provide free replacement or credit to the invoiced price, at our discretion. We shall expressly reserve the right of the application of claims for damages due to the non-fulfilment of the contract, including the right to replacement of any lost profit for faulty delivery. Returns and replacements shall be made at the cost and risk of the supplier. With commission orders, a defect rate of max. 3 % shall be calculated for payment within 14 days or net within 30 days, calculated from the day of goods acceptance.
VIII. Place of execution and jurisdiction:
For both parties, the place of execution shall be Metzingen in Württemberg, and the place of jurisdiction shall be Bad Urach in Württemberg.
IX. General information:
Drawings and samples shall remain our property and, on completion of our enquiries and orders, shall be returned to us without the need to request them. The same shall also apply to tools, models, dies and similar items belonging to us. Products machined according to our data, drawings and models may not be offered or supplied to companies without our agreement; neither shall the production facilities produces for the same be transferred to third parties. Other sales conditions of our suppliers shall only be binding to us, if we expressly recognise them immediately and in writing. Should individual conditions change, the other conditions shall remain intact.
A delivery note shall be provided with each shipment. We provide each invoice in duplicate.
We would like to point out that we can only accept truck deliveries up to 15.00 on Monday to Thursday, to 11.00 on Fridays and not at all on Saturdays. We do not accept minimum legal insurance cover. Please inform your shipping company accordingly.