General Terms of Payment and Delivery
1. Area of Applicability | Conclusion of the Agreement | Order Placement
1.1 All our deliveries and services between the buyer and ourselves are subject exclusively to the following conditions.
1.2 Our general terms of delivery and payment are valid exclusively. Any purchase or other general terms of business of the buyer are not binding unless we have explicitly agreed to them in writing.
Any agreements deviating from or conflicting with our terms, shall require our writtten acknowledgement in order to be valid.
1.3 If the buyer breaks our general terms of delivery and payment, we hereby notify the buyer that we shall only declare our agreement to the transfer of ownership of the purchased goods when these have been fully paid for.
1.4 Our offer is not binding, this particularly applies to the delivery periods and delivery scope cited therein.
1.5 An order placement shall only take effect through the written order confirmation of the supplier or through the delivery of the order within a working week. Likewise, any additions, changes or verbal side agreements shall only take effect through the written confirmation of the supplier.
2. Data protection
We point out that we provide personal data in accordance with EU-DSGVO Art. 6 para. (1) lit. b to fulfill the contract or process precontractual measures and forward them to third parties commissioned by us with the execution of the order, insofar as this is necessary for the fulfillment of the contract.
3.1 The offered purchase price is binding. The VAT is included in the price quoted.
3.2 If the buyer is a contractor, then the net price plus the VAT will be quoted. The prices are ex-works net delivery. Cost for packaging and transport along with all other additional costs, shall be carried by the buyer.
3.3 If our delivery or service is to be supplied more than four months after conclusion of the contract, under the terms of the contract, we shall also be entitled to invoice the buyer for any increase in costs that have occurred up to the time of delivery. Changes in wages or material costs shall entitle either party to a corresponding price adjustment.The client is only permitted to cancel the contract when a price increase has raised the general cost of living dramatically in the time period between order and delivery.
If the client is a buyer the agreed prices are valid. If the price increases at the time of the service provision through a change of the market price or through an increase in price from any 3rd party, the highest price is then valid. Should an increase be over 20%, the buyer has the right to cancel the contract. The right to cancel becomes valid immediately after the price increase has been announced.
4.1 The invoice is to be paid within 10 days after receipt of delivery excluding prompt payment discount if there are no other agreements. The current legal legislation applies to the consequences of default of payment.
4.2 For drawing tools, special copies and projects, the following terms of payment are valid:
1/3 on receipt of order
1/3 after receipt of delivery
1/3 one month after receipt of delivery
4.3 Rights for compensation are only available to the buyer if their counter claims are legally acknowledged, undisputed or recognized by us. If the client is a buyer, they are only authorized to exercise their retaining lien if their counter claim arises from the same contractual relationship.
4.4 We shall only accept bills of exchange and cheques on account of performance. Any costs or outlay incurred through the acceptance of the bill shall be borne by the buyer.
4.5 If, after acceptance of a bill or any agreement on deferment of payment, the buyer’s financial situation worsens significantly, we shall be entitled to demand immediate payment of any outstanding sums.
5.1 The delivery deadline shall commence with the dispatch of the final order confirmation, however, not before possible cooperation obligations of the buyer or a receipt of an agreed down payment.
5.2 The delivery deadline shall be extended in the case of industrial disputes or force majeure for the length of the delay.
5.3 Any delays not in excess of 20% of the confirmed delivery deadline shall not constitute a late delivery. The delivery deadline shall be considered as adheard to if the delivery has left the factory within the delivery deadline or the buyer has been notified that the consignment is ready for despatch.
5.4 If an order for special tools or for tools not included in the supplier’s product list is placed, the quantity delivered may be exceeded by or fall short of 10% or at least one unit.
5.5 If the buyer is a contractor and nothing other is stated in the confirmation of order, the delivery is agreed ex-works.
6.1 Despatch costs are invoiced to the buyer and they bear the risk. The risk shall be transferred at the latest with the despatch to the buyer, even if these have been partial deliveries or we have assumed responsibility for other services, e.g. transport or unloading. Any additional costs caused through specific transport requirements by the buyer shall be borne by the latter.
7.1 We shall assume a warranty for any flaw on our deliveries or services as stated on the legal regulations.
7.2 We shall be immediately notified in writing of any obvious defects by no later than 1 week after receipt of delivery. Any defect claims after this shall be excluded.
7.3 If the Customer is an entrepreneur, we reserve the right to choose the type of remedial action to be taken if a deficiency should materialize. The warranty period for entrepreneurs is always one year. The statute of limitations in case of default in delivery pursuant to §§ 478, 479 BGB shall remain unaffected.
This shall not apply if damage compensation claims are raised because of deficiencies. Damage compensation claims against our company can only be raised – even in cases of failed remedial action or retroactive delivery – if acts of intent or gross neglect by us are alleged or if warranted properties should not be present or fraudulent acts have been committed.
7.4 If the client is a consumer, we are responsible for any defects arising and will adhere to the legal regulations, as long as there are no restrictions occurring from the consequences.
The consumer must send a written statement reporting the defects within 1 week. If the statement does not follow within a week, the warranty becomes invalid. It is valid if a fraudulent defect is concealed by us or a guarantee for the condition of the object has been assumed by us.
The warranty period for the consumer after delivery of new products is 2 years, for second-hand products, it is 1 year and commences with the passing of risk.
7.5 No warranty shall be assumed for damage caused by inappropriate or incorrect usage, non-observance of the procedural instructions or incorrect or negligent actions. If the buyer or a third party alters our deliveries without our permission, we shall assume no liability for any adverse effects resulting.
7.6 For any justified claims we receive within the warranty period, we guarantee to subsequently remedy or replace goods or services. For any subsequent remedies, the buyer is to return the defective goods to us. If the complaint is justified, we shall assume the freight costs. Should any subsequent remedy prove ineffectual, the buyer may demand a reduction of the price or cancel the contract.
8. Liability in other Circumstances
8.1 Our liability is limited for contractual violation of duty as well as for any offences of intentional or gross negligence. This is not valid for injuries to life, body, or health of the buyer or claims due to breaches of the cardinal obligation or compensation claims for damage caused by delay. In this respect, we are responsible for every degree of the default.
8.2 The aforementioned exclusion of liability shall apply in the same way for minor breaches of obligation by our external partners.
87.3 As long as liability for damage is not based on an injury to life, body, or health of the buyer, or minor negligence, the prescribed claim limit is then 1 year. This limit commences with the submission of the claim or compensation claims for damages due to the delivery of defective products.
8.4 As long as the liability for damages against us is excluded or restricted, this is also valid for compensation liability of our employees, external partners, contractors, general staff and representatives.
9. Retention of Title
9.1 The goods we supply shall remain our property until full payment which may include any incidental claims. Payment via bill of exchange or cheque or through cheque-bill transactions shall be considered to have been made when these have been honored. The buyer may neither garnish nor transfer the goods as security. We are to be notified immediately of any recourse by third parties, in particular, in the event of garnishment.
9.2 In commercial business, we shall also retain the title to the delivered goods until full and complete payment of all the goods delivered and any other claims outstanding is made. This retention of title shall expire with complete settlement for any goods delivered to that date.
9.3 The buyer is obliged to insure the retained goods against all risk, in particular burglary and fire at the invoice value. They shall hereby transfer all claims against the insurance provider to us.
9.4 The buyer is revocably entitled to resell, combine or process the delivered goods in the course of normal commerce.
9.5 In the event of the resale of the retained goods, any claims deriving from this against the buyer are to be transferred to us at the corresponding value in order to secure our claim. The buyer shall be entitled and obliged to collect any claims transferred to us as long as we do not revoke this authorization. On request he shall notify us immediattely in writing, to whom he has sold the goods and any claims that have arisen as a result of this sale.
9.6 The buyer is obliged at anytime to provide us with information about the inventory and status of the reserved goods on his premises.
9.7 We remain the manufacturer in the event of processing or the combination of our goods with other products, without any obligation on our part. If this results in the expiry of our title to our delivered goods, it is hereby agreed that we shall acquire joint title to the items resulting from any such processing or combination, which the buyer is to diligently safeguard on our behalf. Our joint title proportions shall be derived from the fraction corresponding to the invoiced amount of our goods in proportion to the value of the goods produced. If these are sold, the terms of section 8.5 shall apply. Any claim deriving from the resale shall hereby be transferred to us to the extent of the aforementioned fraction.
9.8 If the security hereby guaranteed to us exceeds our claims by more than 20% the buyer may demand the clearance of the secured items to the extent of this excessive value.
10. Ownership and Copyright
As the supplier, we shall reserve the title and copyright to any cost estimates, drawings and other documentation; access to these may not be granted to third parties. The buyer is obliged to treat our plans as confidential unless we have given our consent to show them to third parties. They shall be returned to the supplier on request without delay.
11. Limitation of own Claims
Our claim of payment limitation is prescribed from § 195 of the Civil Code and varies within 5 years. Concerning the beginning of a period of limitation, § 199 of the Civil Code is valid.
12. Place of Performance, Court of Jurisdiction , Applicable Law and Severability
12.1 For both parties, our company headquarters shall be the place of performance for all rights and obligations deriving from our deliveries and services.
The court of jurisdiction for all commerce with traders not designated as businessmen under the terms of § 4 German Commercial Code and with legal entities under public law shall be Mannheim.
12.2 The contract shall be subject to the Law of the Federal Republic of Germany.
12.3 The invalidity of individual clauses on these General Terms of Delivery and Payment shall not affect the validity and binding nature of the remaining terms.