Our shipping and payment conditions

I. Conclusion of Contract

1. The Contractor shall deliver exclusively under these terms and conditions. Terms and conditions of the Customer shall not be binding for the Contractor, even if they form the basis of the order and the Contractor has not expressly objected to their content. Subsidiary agreements shall only be effective if they have been confirmed in writing.

2. An order shall only be deemed to have been accepted if it is confirmed by the Contractor or executed immediately.

3. The contract remains binding even if individual points of its conditions are invalid.

 

II. delivery time

1. Details of delivery times (periods and dates) are only binding if they have been agreed in writing. Delivery periods shall commence on the date of the order confirmation, but not before all details of the execution have been clarified and both parties have agreed on all terms of the contract.

2. An agreed delivery period shall be deemed to have been complied with if the goods have left the factory/warehouse at the agreed time or, in the case of a shipping order, the customer has been notified that the goods are ready for shipment.

3. Force majeure, in particular due to mobilization, war, riot, strike, lockout or the occurrence of unforeseen obstacles beyond the control of the Contractor, shall extend the delivery period appropriately, even if they occur during a delay in delivery. The same shall apply if official approvals or other approvals or information required for the execution of the delivery are not received from the Customer in due time; the same shall apply in the event of subsequent changes to the order.

4. In the event of a delay in delivery, the Customer shall be entitled to withdraw from the contract after the unsuccessful expiry of a grace period of at least 20 days set in writing, unless the shipment is delayed at the request of the Customer or due to the Customer's failure to comply with obligations under the contract. If the Contractor is in default through its own fault, the Customer may, provided it proves that it has suffered damage as a result of the delay, demand compensation of a maximum of 0.5 percent of the gross order backlog for each full week of the delay, but not more than a total of 5 percent of the gross order backlog. Other or further claims for compensation of the Customer shall be excluded in cases of delayed deliveries, even after expiry of a grace period granted to the Contractor, unless the delay of the Contractor is due to intent or gross negligence. The right to withdraw from the contract after the fruitless expiry of a grace period granted to the Contractor shall remain unaffected.

 

III Shipment, Transfer of Risk

1. The risk shall pass to the Customer upon dispatch of the goods, even if carriage paid performance has been agreed. If dispatch is delayed through the fault of the Customer, the risk shall pass to the Customer from the day on which the goods are ready for dispatch.

2. The route and method of transport shall be determined by the Contractor unless otherwise specified by the Customer.

IV. Prices and Payments

1. Unless otherwise stated, the prices in transactions with entrepreneurs are exclusive of the value-added tax applicable on the day of invoicing. Prices are ex works excluding packaging, unless otherwise agreed.

2. Payment terms require written agreement. In the absence of other agreements, invoice amounts are due immediately and payable net cash.

3. The customer may only offset such claims that are undisputed or have been legally established. Furthermore, a right of retention may only be exercised if the Client's counterclaim is based on the same contractual relationship.

 

V. Retention of Title

1. Title to all deliveries shall be reserved until payment of the purchase price and until receipt of all payments arising from the delivery contract and the entire business relationship, including interest and costs of any legal action. The delivered goods shall remain the property of the Contractor. The Customer may neither pledge the delivered goods nor assign them by way of security; he shall store and insure them properly. In the event of seizure, confiscation or other dispositions by third parties, the Customer shall notify the Contractor without delay.

2. If goods subject to retention of title are processed by the Customer into a new item, the processing shall be carried out for the Contractor without the Contractor being obliged as a result; the new item shall become the property of the Contractor. In the event of processing together with goods not belonging to the Contractor, the Contractor shall acquire co-ownership of the new item in the ratio of the value of the reserved goods to the value of the new item

of the value of the reserved goods to the other goods at the time of processing. If goods subject to retention of title are combined, mixed or blended with goods not belonging to the Contractor pursuant to Sections 947, 948 of the German Civil Code, the Contractor shall become co-owner in accordance with the statutory provisions. If the Customer acquires sole ownership as a result of combining, mixing or blending, it hereby assigns co-ownership to the Contractor in proportion to the value of the reserved goods to the other goods at the time of combining, mixing or blending. In such cases, the Customer shall store free of charge the item owned or co-owned by the Contractor, which shall also be deemed to be reserved goods within the meaning of the following provisions.

3. If goods subject to retention of title are installed by the Customer as an essential component, the Customer hereby assigns to the Contractor the claims for payment arising against the third party or the party to whom it relates in the amount of the value of the goods subject to retention of title together with all ancillary rights with priority over the remainder; the Contractor accepts the assignment. The aforementioned provisions shall apply accordingly.

4. The Customer shall be entitled and authorized to resell, use or install, mix, combine or blend the reserved goods only in the ordinary course of business and only subject to the proviso that the claim within the meaning of the aforementioned paragraphs shall actually pass to the Contractor. The Customer shall not be entitled to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security. He shall be obliged to secure the rights of the Contractor in the event of resale of the reserved goods in the amount of the purchase price claim.

5. The Contractor authorizes the Customer, subject to revocation, to collect the claims assigned in accordance with the aforementioned paragraphs. The Contractor shall not make use of its own collection authority as long as the Customer meets its payment obligations. At the request of the Contractor, the Customer shall name the debtors of the assigned claims and notify them of the assignment; the Contractor shall be authorized to notify the debtors of the assignment itself.

6. If the value of the securities granted exceeds the claims by more than 10 percent, the Contractor shall be obliged to retransfer or release the securities at the request of the Customer.

 

VI Warranty and Liability for Defects

1. The inspection and complaint obligations of § 377 HGB (German Commercial Code) shall apply without restriction to merchants. In addition, all obvious defects, shortages or incorrect deliveries must be reported in writing without delay, but at the latest within 7 working days of delivery, and in any case before processing, mixing or blending. At the same time as the complaint, a sample of the goods subject to complaint must be sent to the Contractor, stating the order number and date as well as the time of delivery and container number. The Contractor must be granted the opportunity to inspect the rejected goods.

2. The warranty shall be effected, at the Contractor's option, by removal of the defect or delivery of a defect-free item. The Customer shall grant the Contractor reasonable time and opportunity for subsequent performance. If the Contractor allows a reasonable period of grace to elapse without remedying the defect or if the Contractor refuses subsequent performance without justification, the Customer shall have the right, at its option, to withdraw from the contract or to reduce the agreed remuneration. Excluded from the warranty and liability are such damages which are based on natural wear and tear as well as damages which occur after the transfer of risk as a result of incorrect or negligent handling, excessive stress as well as unsuitable operating materials.

3. Deviations within the tolerances of DIN standards or other technical regulations shall not constitute a material defect; a reference to DIN standards or other technical regulations shall always include the detailed description of the goods and shall not constitute an assurance or guarantee by the Contractor unless such an assurance or guarantee has been expressly agreed.

4. Any further claims of the Customer against the Contractor and its vicarious agents shall be excluded, in particular for compensation for damage that has not occurred to the delivery item itself. The above limitation of liability shall not apply in cases of intent, gross negligence or lack of guaranteed characteristics as well as in cases of injury to life, body and health. If the Contractor negligently breaches a material contractual obligation, the compensation obligation for property damage or personal injury shall be limited to the amount covered by the Contractor's liability insurance; the Contractor shall be prepared to provide the Customer with information on the amount covered upon request. The aforementioned limitations and exclusions of claims and liability of this clause and of clauses VI. and VII. shall not affect any claims of the Customer under § 439 para. 3 BGB (reimbursement of installation and removal costs) and § 635 para. 2 BGB and recourse claims under § 445 a BGB.

 

VII Liability

1. Any further liability for damages than provided for in Section VI above shall be excluded, irrespective of the legal nature of the asserted claim. The foregoing provision shall not apply to claims under the Product Liability Act and to claims based on initial incapacity or impossibility for which we are responsible. The limitations of liability and exclusions of Sections VI. and VII. of these Terms and Conditions shall apply mutatis mutandis to such claims which have arisen as a result of advice, information, details in printed matter or breach of ancillary contractual obligations provided before or after conclusion of the contract.

2. Insofar as the liability of the Contractor is excluded or limited, this shall also apply to the liability of the Contractor's employees, representatives and vicarious agents.

 

VIII. Final Provisions

If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of performance and jurisdiction shall be the court responsible for the Contractor's registered office. The Contractor shall also be entitled to take legal action at the Customer's principal place of business. The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the reference standards of international private law.

 

(Status 01/2020)