Terms and Conditions
1. General Terms and Conditions
1.1 Our deliveries are subject to the terms and conditions below.
1.2 Any deviations from these Terms and Conditions of Delivery and Payment are only valid if they are explicitly agreed in writing.
1.3 Any differing terms and conditions of purchase of the buyer are not accepted. The order shall be regarded as an unconditional acceptance of our Terms and Conditions of Delivery and Payment.
1.4 Any claims of the buyer may not be assigned without our consent.
1.5 Only German law shall apply to the contractual relationship.
2. Offer and Contract Conclusion
2.1 With the exception of explicit firm offers, our offers are non-binding and are subject to alteration.
2.2 Orders and all other agreements are only accepted once confirmed by us in writing. Likewise, additions, amendments or oral side agreements require our written consent for their effectiveness.
2.3 The information and descriptions provided in our catalogues and prospectuses are only approximate. We reserve the right to make changes. Dimensions, weights, illustrations and drawings are only binding for the execution if they have been explicitly confirmed in writing. Performance characteristics are only approximate.
2.4 The buyer assumes liability for the documents to be supplied by same such as drawings, gauges, samples or such. Oral information regarding dimensions, tolerances etc. are only binding after having been confirmed by us in writing.
2.5 We retain ownership rights and copyright in cost estimates, sketches, drawings and other documents. They may not be made accessible to third parties and may not be used for other purposes, in particular self production, without our consent. They must be returned to us immediately upon request.
3. Scope of Delivery
3.1 Our written order confirmation is decisive for the scope of delivery.
3.2 Protective devices are supplied to the extent agreed.
4. Prices
4.1 Our prices are quoted in euros excluding packaging and VAT.
4.2 Prices or surcharges for postage paid, C&F, CIF, etc. delivery are non-binding and increase, if applicable, in accordance with changes in tariffs.
4.3 The prices applicable on the date of delivery shall be decisive.
4.4 Should unforeseen changes be required in order to fulfil the function as a result of more recent knowledge we shall be entitled to adjust the price accordingly.
5. Payment Terms
5.1 The following payment terms shall apply unless stated differently in the order confirmation.
5.2 Our invoices are payable 20 days after the date of invoice, for spare parts immediately net without deduction.
5.3 Payments shall be made to our paying agents without any deduction.
5.4 Cheques and bills of exchange are only accepted pending full discharge of the debt, bills of exchange only by mutual agreement. The costs of discounting and collection are borne by the buyer.
5.5 If payment is delayed interest in the amount of 2% above the respective Deutsche Bundesbank discount rate shall be charged. A separate warning is not required; we reserve the right assert further damages.
5.6 Withholding payments or making short payments for reasons of defect notifications, pending guarantees or offsetting on account of any counterclaims of the buyer are excluded unless the counterclaims are uncontested or recognised by declaratory judgement. Payments shall also be made if insignificant parts are missing but which do not make the use of the delivery impossible or if subsequent work proves to be necessary to the delivery.
5.7 If an unfavourable financial position of the buyer becomes known after contract conclusion, we shall be entitled to demand immediate payment, sufficient collateral or withdraw from the contract without an obligation to compensate for damages as well as postpone the performance of contracts still to be executed.
5.8 Should the buyer discontinue payments or become bankrupt, the purchase price receivable shall be immediately due in the full amount. At the same time, all discounts, bonuses, etc shall be deemed to be forfeited; the buyer shall pay the gross prices invoiced.
5.9 We are entitled to allocate payments made by the buyer to the older debt first. If costs and interest have been incurred, we shall first offset the payments against the costs, then interest and then the principal receivable. The buyer shall be informed thereof accordingly.
6 Delivery Period
6.1 The delivery period shall only commence once all the requirements for the completion of the order have been met, in particular once all the details of the completion have been clarified (among others, plans or samples requested for the installation of the ordered machines and equipment have been received by us) and both parties agree on the conditions of the transaction. It relates to production at the factory.
6.2 The adherence to the delivery period requires the performance of the buyer’s contractual obligations, in particular the agreed payment terms.
6.3 Unforeseen events, e.g. disruptions to operations, strikes, lockouts, if a part to be supplied by the sub-supplier is defective and cannot be replaced immediately and in the event of delay by same, or any changes necessary on the basis of more recent knowledge shall delay the delivery date appropriately and also if they occur during a delay in delivery. The same shall be effected if official approvals, other approvals or third party documents required for the execution of deliveries are not received in time as well as in the event of a subsequent change to the order.
6.4 Partial deliveries are permitted. The payment terms pursuant to Section 5 shall apply mutatis mutandis.
6.5 If shipment is delayed upon request of the buyer, we are entitled to invoice the costs incurred in the storage commencing one month after the ready for shipment notification. We shall invoice a minimum of 0.5% of the invoice amount for each month of storage at our factory. After fruitless expiry of one month, we shall have the right to dispose of the goods otherwise and deliver to the buyer by a reasonably extended deadline.
7 Passing of Risk
7.1 The risk shall pass to the buyer upon shipment ex works.
7.2 If shipment is delayed as a result of circumstances beyond our control, risk shall pass to the buyer already on the day that the goods are ready for shipment.
7.3 Insurance against transport damage will only be effected at the buyer’s request and expense.
8 Packaging and Shipment
8.1 The goods shall be packaged and shipped according to customary commercial practice at our discretion.
8.2 The packaging shall be invoiced at cost.
8.3 The selection of the transport route and the transport means shall be at our discretion without any liability for cheaper shipment or shorter route unless a special instruction has been issued.
8.4 If goods that are ready for shipment cannot be delivered by the agreed date as a result of circumstances beyond our control, the storage of the goods by us or a third party shall be for the buyer’s account.
9 Commissioning
9.1 The expenses incurred for installation and daily allowances shall be borne by the buyer, including expenses for overtime as well as Sunday and public holiday work according to German law. Hours used for travel and waiting are regarded as working hours.
9.2 The costs for the trip to and from the customer as well as the transport of tools and luggage shall be borne by the buyer.
10 Guarantee, Liability for Defects in the Delivery
10.1 We shall assume liability in the event of any defects in delivery, which also includes a lack of explicitly warranted characteristics, under the exclusion of further claims as follows:
10.2 Parts that become unusable or substantially compromised in terms of their usability, if used for up to 40 hours per week within 1 year, since commissioning as a result of a circumstance arising prior to the passing of risk – in particular due to defective construction, poor materials or defective completion – shall be remedied or replaced at no charge at our discretion. The replaced part shall be returned freight paid and ownership therein shall pass to us.
10.3 Any defects shall be notified immediately. If defects are not notified in due time, the delivery shall be deemed to be accepted in accordance with the contract.
10.4 If the shipment, setup or commissioning are delayed as a result of circumstances beyond our control, the liability shall extinguish no later than 12 months after the passing of risk.
10.5 We shall not assume liability for supplied parts that are subject to premature wear due to the characteristics of the material of the parts or the type of their use. We shall not assume liability for damages as a result of unsuitable or improper use, defective installation or commissioning by the buyer or third party, natural wear and tear, defective or neglectful handling, excessive stress, unsuitable consumables, penetration of foreign matter, defective work on third party deliveries or external influences.
10.6 We shall only assume liability for third-party products in the scope that the sub-supplier has provided a guarantee to us in terms of time and material.
10.7 The buyer shall grant us the necessary time and opportunity to undertake subsequent improvements and replacement deliveries, otherwise we shall be released from our liability for defects. The buyer shall provide assistants.
10.8 Of the direct costs incurred by the subsequent improvement or replacement delivery, we shall bear the costs of the replacement item ex-works – to the extent the objection is justified.
10.9 We are not obliged to remedy defects as long as the buyer is in delay with the performance of its obligations – in particular its payment obligations.
10.10 If the subsequent improvement fails under observance of the aforementioned Sections 10.1 -10.8, in particular as the fault could not be remedied or as further attempts at subsequent improvements are unreasonable for the buyer, the buyer may demand a reduction in price from us or withdraw from the contract.
10.11 The buyer shall have no claim for compensation for damages not arising at the item of supply itself. 10.12 We are entitled to place our corporate text/logo on the goods.
11 Supplier’s Right of Withdrawal
11.1 If an unfavourable financial position of the buyer becomes known after contract conclusion, we shall have the right to withdraw from the contract and invoice any expenses incurred to date.
11.2 Should it become evident at a later stage that performance of the contract is impossible, we shall also have the right to withdraw from the contract.
11.3 Any damage claims by the buyer based on such a withdrawal are excluded.
12 Reservation of Title
12.1 We shall retain title in the goods supplied until full repayment of all the receivables owing and yet to be owing to us from the business relationship irrespective of the legal grounds.
12.2 The buyer is entitled to process our products or combine them with other products in the context of its ordinary business activities. As collateral for the claims named in Section 1, we shall acquire co-ownership in the processing or combining of the items created, which the buyer transfers to us at this point. The buyer shall store the items subject to our co-ownership free of charge. The amount of our co-ownership share shall be determined in accordance with the proportion of the value our product and the value which the item arising from the processing or combination has.
12.3 We revocably grant our buyer the right to resell the goods in the ordinary course of business. This right shall extinguish in the event of a payment discontinuation. The buyer assigns all the receivables accruing to same, including ancillary rights, to us already at this point. The assigned receivables serve to secure all the claims arising from Section 1. The buyer is entitled to collect the assigned receivables provided we have not revoked this authority. The collection authorisation shall expire also without explicit revocation if the buyer discontinues its payments. Upon request, the buyer shall immediately notify us in writing to whom the goods were sold and which receivables are due to same from the sale and to provide us with officially certified documents regarding the assignment of the receivables at the buyer’s costs.
12.4 The buyer is not entitled to other disposals over the items/receivables subject to the reservation of title, co-ownership or the receivables assigned to us. The buyer shall immediately inform us of any pledges or other impairments of rights of the items belonging to us in whole or in part.
12.5 We are entitled at all times to demand the surrender of the goods belonging to us if the buyer delays with a payment or the buyer’s financial situation deteriorates significantly. If we make use of this right, a withdrawal from the contract shall only exist – notwithstanding other mandatory provisions of law – if we explicitly declare such.
12.6 If the value of the collateral provided to us exceeds our receivables by more than 20% in total, we shall release collateral at our choice upon request of the buyer.
12.7 We are entitled to insure the delivery item against fire, water and other damages at the costs of the buyer unless the buyer has taken out such insurance itself and can prove such.
12.8 The buyer is obligated to notify us immediately of any access by third parties to the goods supplied in the reservation of title and the rights assigned to us. Should we take back the goods delivered under reservation of title, this redemption shall only be regarded as a withdrawal from the contract if we inform the buyer thereof in writing.
13 Place of Performance and Place of Jurisdiction
13.1 The place of performance is Heubach.
13.2 The place of jurisdiction for both parties is the court competent for the company’s registered offices in Heubach insofar as the buyer is a registered trader.