Terms and Conditions
General Terms and Conditions of Business
our sales, unless variations are expressly agreed in writing, are only made according to the requirement of the conditions below. Other conditions are not accepted.
1. Our offers are subject to change and without obligation. The agreement comes into force after the acceptance of the agreement is confirmed by us in writing.
2. The prices given in the price lists are subject to modification at any time without prior notification, if economic changes demand this.
3. Other conditions, particularly the purchasing conditions of the buyer do not apply, even if they are expressly rejected in another form, the buyer acknowledges the condition with acceptance of the contract goods, even if these purchasing conditions had been referred to as exclusive.
III. Technical Specifications
Tools, Drawings and the like Illustrations, weight and measurement specifications are for information only and without responsibility. We reserve the rights to any design modifications. Specifications and information on the applicability and utilisation of our products are for information only and without responsibility. The purchaser is liable for his own inspections and trials. Drawings and other documents on goods delivered or offered by us remain our property. They may only be used for the contractually intended purpose without specific agreement. The imparting of knowledge to third parties requires our written consent. The drawings and other documents are returnable on demand. Tools, auxiliary tools, equipment to manufacture the goods remain our property, even when costs are invoiced to the buyer. We only then hold these objects after the first two years of making the purchase, free of charge for other orders, if at least 80% of the annual order quantity based on the item bid is annually achieved.
IV. Prices and Payment Terms
1. The prices are valid – unless otherwise agreed – after € 1,500 net invoiced amount free packaged goods on rail, before € 1,500 net carriage forward. Shipping of goods by order of the purchaser to a third party takes place in principle on a carriage forward basis.
2. Express costs are not prepaid irrespective of value, and no credit note is issued for the difference between freight and express costs.
3. In the absence of any special agreement, payment shall be made within 30 days from invoice date by cash due net free of our paying agent. In the case of payment within 10 days from invoice date we will grant a 2% discount. Manufacture calls for a payment on account of 30%, after placing the order a further 40%, for material provision 30%, on readiness of shipment the payment term applies as agreed.
4. In exceeding the payment deadlines 12% interest is calculated as agreed default interest. We reserve the right to assert a claim for exceeding bank interests
5. Holding back payments or offsetting due to notice of defects or possible buyer counterclaims contested by ourselves is not allowed.
6. All prices are quoted plus the statutory VAT at that time.
7. Payment by bill of exchange requires our consent. We reserve the right to refuse a bill of exchange. However, if we accept the bill of exchange, the bill of exchange tax and discount changes shall be paid in any case by the buyer and remitted in cash within 10 days.
1. We will endeavour to meet the delivery dates specified, but we assume no liability to this compliance whatsoever.
2. If we do not meet a specific delivery date, the buyer is only entitled to a right of withdrawal, once he has set a reasonable period of grace, excluding all further rights, especially all possible claims for damages.
VI. Shipping and Passing of Risk
1. The sale is made from the respective shipping point.
2. The risk passes over to the buyer once dispatch takes place, and also if part deliveries are made or carriage is prepaid. In the absence of any express written advice from the buyer, we are entitled, yet not bound, to insure the consignment within the normal scope of commerce and charge the buyer with the costs incurred.
1. If defects are noticed upon arrival and inspection of the goods, we must receive notification within 7 days. For defects not determined upon inspection or trial processing, the statutory time limits will apply.
2. Redhibitory action, reduction and claims for damages, particularly those due to lost profit or possible consequential damages are excluded by agreement. In lieu thereof, the purchaser asserts his claims to rectification of defects and, if this is not possible, to replacement for goods of similar type without any defect. If we declare ourselves incapable of rectifying the defects or replacing the goods, the purchaser asserts a claim to annulment. All claims beyond this, in particular the claims for damages, remain excluded in any event.
3. In order to be able to inspect whether rectification of defects shall be carried out, the purchaser is bound to deliver the rejected goods carriage paid to our head office Sprockhövel in Germany.
4. The pre-mentioned rules for warranty also apply correspondingly for claims on service contracts. Likewise in service contracts all damage claims are excluded an all cases.
5. The enforceability of warranty claims does not constitute any right of retention (lien) or right to offset against our purchase price claims or right to reimbursement on service contract orders.
1. If the buyer does not fulfil his obligation from an agreement closed with us, in particular if the payment of amounts due is not made in accordance with the agreement or there is evidence that the financial status of the buyer has considerably worsened following completion of the agreement, we are entitled to withdraw from the contract, subject to rights otherwise entitled to us, without requiring notification of a period of grace.
2. We are furthermore entitled to withdraw from the contract, if unforeseen events occur on the grounds of section IV of the delivery conditions, if the commercial relevance or the content or services alters considerably or has a lasting impact on our business operations. The same applies to the case of an impracticality to execute the order resulting afterwards, particularly in overseas deliveries, if the goods fail to arrive or arrive incompletely or in a defective condition at the port of destination.
3. Any damage claims by the buyer based on a cancellation like this are excluded.
4. The buyer can withdraw from the contract if ultimately the whole service will be impossible for us before passing the risk. He may also withdraw from the contract, if, in ordering similar types of objects the execution of one part of the delivery is not possible according to the quantity and he has a legitimate interest in refusing part delivery. If this is not the case, he can reduce the consideration accordingly.
5. If a failure to meet an obligation is presented in terms of section IV of the delivery conditions, and the buyer guarantees us a reasonable period of grace, with the express declaration that he will refuse to accept delivery once this times passes, the buyer is entitled to cancel.
6. In the event of impracticality during the default of acceptance or through fault of the buyer, this will remain bound for consideration.
7. Return deliveries require our written approval. For obsolete and used equipment only a replacement current market value can be credited. For return deliveries a 10% handling charge is deducted from the credit note.
IX. Reservation of title
1. Our goods are always delivered subject to reservation of title. The title only passes over to the buyer once he has fulfilled all obligations from all of our deliveries.
2. The buyer is obligated to insure the goods in our ownership at his own expense against water, fire, explosion and theft and provide us with evidence of this on request. The buyer has to notify us forthwith of a levy of execution or other impairments of our rights by a third party and to provide us with all information and documents necessary to enforce our rights.
3. If the buyer defaults on payment, we are entitled to demand the prompt recovery of goods subject to our reservation of title. The right to retention of goods is excluded. If the goods are located with a third party, the assignment of a recovery claim supersedes the recovery. We are entitled to sell the goods on the open market for the best price. Any profit will be reimbursed to the buyer.
4. The buyer is entitled to sell the delivered goods in the normal course of business, if the selling claim passes to us in accordance with the following paragraph. Otherwise he is expressly prohibited, for example, to pledge and transfer by way of security the goods under reservation of title.
5. If the buyer sells the goods that we have supplied, he herewith assigns, until full repayment of all of our accounts receivables from good deliveries, the claim against his customer, to the sum of our sale price plus 10%, with all ancillary rights to us. At our request the buyer is obligated to disclose the assignment to his customers and provide us with the information and documents necessary to enforce the assigned claim.
6. The buyer is authorised to collect the accounts receivables on our behalf and to have the amounts requested readily available, so long as he honours his payment obligations to us. He is not authorised to disperse of the receivables in any other way e.g. through assignment or pledging. If the buyer does not fulfil his payment obligations to us, we are entitled at any time to withdraw the collection warrant, notify the third party of the assignment and collect any receivables ourselves.
7. If the value of the collateral (security) given by us exceeds our delivery claims on the whole by more than 20%, we are obligated at the buyer’s request to release or return goods in this respect.
1. Orders can be assigned without written consent wholly or completely or transferred to another.
2. At the request of the buyer we will endeavour to provide technical help and advice within our possible means for the use of goods supplied by us. Technical references or help are free of charge, and we will assume no responsibility or liability whatsoever for the references, help or outcome of such.
3. We will carry out repairs with an estimation of costs – unless they fall within warranty.
1. Goods consigned by us, remain our property and should not be sold to a third party without our written agreement, or used by the consignee for own use.
2. The consignee of the consignment goods is bound to have the goods ready for collection at any time, or should we request so, instruct a haulier or the Deutsche Bahn AG to dispatch the goods to us.
3. The consignee of the consignment goods is liable for loss and damage, as far as he has to represent this or if such damages are insurable.
XII. Fulfilment and Place of Jurisdiction
The place of fulfilment and place of jurisdiction is the head office and as agreed also the place of jurisdiction for all claims from bill of exchange or document processes. The place of fulfilment and exclusive jurisdiction for deliveries and payments (including action on a cheque and bill of exchange) as well as all disputes between the partners is our head office, provided that the buyer is a registered trader, legal person governed by public law or public law asset. The relations between the contractual partners are governed solely in accordance with the legislation in the Federal Republic of Germany, to the exclusion of Haagner sales law,
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