Terms and conditions

General terms of delivery and payment

This is a courtesy translation. Only the German version is legally binding.

1. General

1. 1.1Sale and delivery are effected solely on the following terms and conditions of the Supplier. Terms and conditions of the Purchaser shall not bind the Supplier, even if they are not expressly objected to.

2. Offer

1. 2.1The Supplier’s offer with regard to prices and delivery possibilities is subject to change (non-binding).
2. 2.2In the case of custom-made products, we reserve the right to deliver the quantity ordered +/- 10% (but at least +/- 1 piece).

3. Acceptance of orders

1. 3.1An order shall only be deemed accepted once it has been confirmed by us in writing or delivered. Telegraphic, telephone or oral additions, amendments or collateral agreements require our written confirmation in order to be effective.
2. 3.2The Purchaser is responsible for the correctness of the documents to be provided by the Purchaser, such as drawings, samples, gauges and the like.

4. Price and payment

1. 4.1Prices are subject to change and are quoted ex works, exclusive of VAT and shipping costs (freight, packaging, insurance). For postal and express consignments, the charges paid out will be invoiced. Shipment is at the expense and risk of the Purchaser. Packaging is charged at cost price and will not be taken back.
2. 4.2Unless otherwise agreed, payment shall be made within 30 days strictly net or within 8 days less 2% cash discount.
3. 4.3Payments to representatives without written authority to collect payment are not permitted.
4. 4.4Set-off against disputed counterclaims is not permitted. The assertion of a right of retention on account of counterclaims that have not been acknowledged or have not been established by a final and binding judgment is excluded, unless these claims are based on the same contractual relationship.
5. 4.5The agreed price is based on the current costs of materials, labour and purchasing. Should these change before the order is delivered, the Supplier reserves the right to make an adjustment corresponding to the percentage changes in these costs.

5. Default

1. 5.1In the event of default in payment, annual interest of 4% above the Bundesbank discount rate, but at least 5%, will be charged. In the case of merchants, this interest will be charged from the due date in accordance with § 352, 352 HGB (German Commercial Code).

6. Delivery time

1. 6.1Delivery periods are approximate. No liability is accepted for compliance with them. If the agreed date is exceeded, a reasonable grace period must be set. If, in the event of delay, the grace period set is not met, the Purchaser may withdraw from the contract. Claims for damages, contractual penalties etc. are excluded, except in the event of gross negligence and intent. Force majeure of any kind, operational disruptions and other exceptional circumstances in our own works or in that of the sub-supplier entitle us to cancel the delivery obligation in whole or in part or to postpone the delivery times, without the Purchaser being entitled to any claims for performance or damages, withdrawal from the contract or cancellation of the order. Except in the event of gross negligence or intent. The delivery period shall be deemed to have been met if, by the end of that period, the delivery item has left our works or the goods have been notified as ready for dispatch.

7. Transfer of risk

1. 7.1Upon dispatch of the goods, the risk shall in all cases pass to the Purchaser.

8. Notice of defects, warranty and liability

1. 8.1The delivery item must be inspected immediately upon receipt. Defects must be notified to the Supplier in writing without delay, but no later than 10 days after receipt.
2. 8.2In the case of justified complaints, the Supplier shall, at its option, either rectify the defective goods or make a replacement delivery. The Supplier must be granted the necessary time and opportunity to do so; otherwise the warranty shall lapse. If the rectification or replacement delivery fails, the Purchaser may demand rescission of the contract (Wandlung) or a reduction of the price (Minderung). The warranty shall lapse if alterations or repair work have been carried out on the delivery item.
3. 8.3The liability of the Supplier is governed exclusively by the above provisions. Claims for damages by the Purchaser arising from fault in the conclusion of the contract (culpa in contrahendo), breach of ancillary contractual obligations and unlawful acts (tort) or on other grounds are excluded, unless they are based on intent or gross fault.
4. 8.4With regard to the design of our standard tools, our catalogue specifications apply; these are, however, subject to technical development. Changes resulting from such development shall not give grounds for complaints.

9. Retention of title

1. 9.1The Supplier retains title to the delivery item until receipt of all payments, together with any costs and interest, arising from the delivery contract.
2. 9.2If the Purchaser resells the delivered goods, which the Purchaser is entitled to do in the ordinary course of business, the Purchaser hereby assigns to the Supplier in advance, until all of the Supplier’s claims have been discharged in full, the claims against the Purchaser’s customers arising from such sales, together with all ancillary rights. If the value of the securities provided to the Supplier exceeds the Supplier’s claims by more than 20% in total, the Supplier shall, at the Purchaser’s request, be obliged to retransfer assets of the Supplier’s choice to that extent until the value falls below the aforementioned security value limit. Worked and processed goods shall be deemed goods subject to retention of title within the meaning of this condition. If the goods subject to retention of title are processed or inseparably mixed with other items not belonging to the Supplier, the Supplier shall acquire co-ownership of the new item in the proportion of the invoice value of the goods subject to retention of title to the invoice value of the other goods used at the time of processing or mixing. The co-ownership rights thus arising shall be deemed goods subject to retention of title within the meaning of these conditions.
3. 9.3The Supplier is entitled to demand the return of the delivered goods if the Purchaser fails to meet its payment obligations.

10. Place of performance and place of jurisdiction

1. 10.1The place of performance for all obligations arising from this contract is Lahr.
2. 10.2The exclusive place of jurisdiction for deliveries and terms of payment, including actions on cheques and bills of exchange, as well as for all disputes arising between the parties, is Lahr, provided that the Purchaser is a full merchant (Vollkaufmann).

11. Applicable law

1. 11.1The mutual legal relations shall be governed exclusively by the law applicable in the Federal Republic of Germany.

12. Binding nature of the contract

1. 12.1Should individual points of its terms and conditions be legally invalid, the contract shall remain binding in all other respects.