Terms and Conditions
(1) The present General Terms and Conditions of Sale (AGB- Sales) apply to all our business relations with our customers (“buyers”.) The AGB-Sales applies especially to contracts on sales and/or delivery of movable items (“goods”) regardless of whether we manufacture the goods ourselves or buy from suppliers.
(2) Unless agreed otherwise, the AGB-Sales applies to similar future contracts in the version valid at the time of the buyer’s order or at least in the latest version communicated to him in text form as a framework agreement, without us having to refer to them in each case. Our AGB-Sales applies exclusively.
(3) Deviating, conflicting or additional general terms and conditions of the buyer will be a part of the contract only if and insofar we have exclusively agreed to their validity. This agreement requirement applies in each case, e.g. even if we carry out the delivery to him unconditionally with the knowledge of the AGB of the buyer.
- Offer and conclusion of the contract:
Orders are considered as accepted only when they are confirmed by us in writing. Until then, our offer applies as subject to change and non-binding. The order of the goods by the buyer is a binding contract offer. Unless otherwise agreed in the order, we are entitled to accept the contract offer within 2 weeks after its receipt at our end. Acceptance can be declared either in written (e.g. by confirming the order) or by delivering the goods to the buyer.
- Call-off orders
Unless otherwise agreed, call-off orders are to be accepted no later than 6 months after the expiry of the contract period, without the need for notice of acceptance or a notice of default from us. If this deadline expires, we are entitled at any time to either create an invoice of the goods or cancel the order, subject to our discretion.
- Delivery times
(1) Delivery times are always expected to be complied with, even if the same is not specified explicitly. The delivery time is complied with the timely notification of their readiness for shipping. If there is a delay in delivery from our end, the buyer must give us a reasonable extension. After the expiry of this extension, he may withdraw from the contract insofar as the goods are not reported as ready for shipping until the end of the extension. The buyer may not reject partial deliveries. Claims for damages due to non-fulfilment or delayed fulfilment are excluded.
(2) If we cannot adhere to the binding delivery times due to reasons for which we are not responsible (non-availability of services), we will inform the buyer about this without delay and at the same time communicate the expected new time for delivery. If the service is not available even within the new delivery time, we are entitled to withdraw from the contract completely or partially; we will immediately reimburse any counterperformance by the buyer already provided. Non-avaliability of the service in this context is, in particular, the untimely self-delivery by our supplier; if we have a congruent hedging transaction, neither we nor our suppliers are at fault, nor are we obliged to procure in individual cases.
- Delivery, Transfer of risk
(1) The delivery takes place from the warehouse, which is also the place of delivery and a subsequent fulfilment. Upon request from the buyer, the goods will be sent to another destination (sales shipment). Unless agreed otherwise, we are entitled to determine the type of shipping (especially transport company, shipping route, packaging) on our own.
(2) After handing over to the shipper or carrier, but no later than after leaving the warehouse, the risk is transferred to the buyer. If the buyer delays the acceptance, he refrains from co-operating or if the delivery is delayed by other reasons for which the buyer is responsible, we are entitled to demand ompensation for the loss arising from this, including the additional expenses (e.g. warehouse costs). For this we charge a lump sum compensation amounting to 30.00 EUR per calendar day, starting with the delivery time or – in the absence of a delivery time – with the notification of readiness for shipment of the goods. The proof of a higher loss and our legal claims (especially replacement of additional expenses, reasonable compensation, and termination) remain unaffected; the lump sum should be however taken into account for further monetary claims. The buyer is entitled to prove that we have incurred none or only a significantly lower loss than the above-mentioned lump sum.
- Delivery quantities
The prices assume the delivery of complete original factory packaging, rounding up or rounding down to the next packaging unit is thus reserved. In case of non-standard screws, nuts etc., an excess or short delivery of 10% of the order quantity is permissible.
- Prices and payment conditions
Unless otherwise agreed in individual cases, our current prices at the time of the conclusion of the contract from warehouse plus value added tax, are applicable. All the prices specified in our price lists – if not specified otherwise – are to be understood as € per 100 pieces plus value added tax. Our invoices – if not agreed otherwise – should be paid within 30 days net of the invoice date. We are however entitled at any time to perform a complete or partial delivery only against advance payment, even within the framework of an ongoing business relation. We express an appropriate reservation latest with the order confirmation. In case of delay in payment from the buyer, we are entitled to calculate default interest from the default date amounting to the legal default interest rate valid in each case.
- Reservation of ownership
(1) We retain the ownership of the delivered goods until the complete payment of all claims including those arising in the future (even balance claims) from the business relation, even if payments take place for specifically designated goods. In case of buyer’s conduct that is contrary to the contract, especially in case of non-payment of the outstanding purchase price, we are entitled to withdraw from the contract as per the statutory provisions and demand the return of the goods based on reservation of ownership and the withdrawal. If the buyer does not pay the outstanding purchase price, we may assert these rights only if we have previously set an appropriate time for payment for the buyer unsuccessfully or such a term settlement is dispensable according to the legal rules.
(2) The goods under reservation of ownership may not be pledged to a third party or assigned for security before the entire payment of the secured claims. The buyer should inform us in writing without delay if he has applied for insolvency proceedings or if a a third-party has encumbered (e.g. pledged ) the goods belonging to us.
(3) The buyer is entitled to sell and/or process the delivery item further in proper course of business. However, he hereby assigns all claims amounting to the final invoice amount (including VAT) which arise from the resale or any other legal reason (insurance, unlawful act) against his customers or third parties to us, irrespective of whether the object of delivery has been sold without or after processing. If the buyer allocates the claim from a resale of the delivery item into a current account relationship existing with his customer, the current account claim is assigned in the amount of the recognised balance. The buyer is entitled to recover the claim even after assignment until cancelled. We undertake not to collect the claim as long as the buyer meets his payment obligations towards us and there is no lack in his ability to perform. If this is the case, we can demand that the buyer notifies us of the assigned claims and their debtors, provides all information necessary for collection, hands over the related documents and notifies the debtors about the assignment.
(4)The processing or transformation of the delivery item by the buyer is always carried out for us, but without obligation for us. If the item is processed or mixed with other items that do not belong to us, we hereby already agree that the co-ownership of the new item will be transferred to us in proportion of the value of the delivery item to the other processed and mixed items (invoice value) at the time of processing. For the item resulting from the processing and mixing, the same applies as for the reserved goods. (5) On request from the buyer, we undertake to release the security to which we are entitled insofar its value exceeds the claims to be secured by more than 10%, as far as these have not yet been settled.
- Warranty and complaints
(1) § 377 HGB shall prevail for complaints about quality, weight or dimensions. Complaints should be raised in written within 14 days after the receipt of goods at the destination, whereby the correct dispatch of the notification is sufficient for keeping the deadline. Defects, which cannot be detected even during a careful check within this time, have to be submitted without fail after they are discovered without processing them any further. If the buyer fails to properly examine and/or report a defect, our liability for the non-notified defect is excluded.
(2) If the delivered item is faulty, the buyer can demand removal of the defect (improvement) or delivery of a problem-free item (replacement delivery) as per his discretion. If the buyer is not clear which of the two rights to choose, we can give him appropriate time for the same. If the buyer does not take a decision within this period, the right to choose will be transferred to us after the expiry of this period. We are entitled to subject the owed subsequent fulfilment to the buyer paying the outstanding purchase price. The buyer is however entitled to retain a portion of the purchase price which is reasonable in comparison to the defect. The buyer must give us the time and opportunity required for the outstanding subsequent fulfilment, in particular, to hand over the rejected goods for examination purposes. In case of replacement delivery, the buyer must return the defective items to us as per the statutory provisions. The subsequent fulfilment does not include the dismantling of the defective item or reinstallation if we were not originally obliged for installation. The expenses necessary for the purpose of the examination and subsequent delivery, especially, transport, route, work and material costs (not: dismantling and reinstallation costs) will be borne by us if a defect really exists. If this is not the case, we can demand the costs arising due to unauthorised request to remove the defect (especially the testing and transport costs) from the buyer, unless the missing defectiveness was not identifiable for the buyer.
(2) In urgent cases, e.g. in case of risk to operational safety or for controlling disproportionate damages, the buyer has the right to remove the defect himself and to demand a replacement of the expenses from us that were objectively necessary for it. We should be informed immediately of such customer discretion beforehand, if possible. The right to customer discretion does not exist if we were entitled to refuse a corresponding subsequent fulfilment as per the statutory provisions.
(3)If the subsequent fulfilment has failed or if a reasonable period to be set by the buyer for the subsequent fulfilment has expired without success or is dispensable in accordance with statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price. With respect to a minor defect, however, there is no right of withdrawal. Claims by the buyer for compensation for loss or unnecessary s expenditure, even in the case of defects, only exist in accordance with Clause 10 and are otherwise excluded.
(1)Unless otherwise provide for in the AGB-Sales, including in the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with statutory provisions. We are liable for damages – for whatever legal reason – in the context of fault-based liability in cases of intention and gross negligence.
(2) With respect to ordinary negligence, we are liable, subject to a lower liability standard according to legal regulations (e.g. for diligence in own affairs), only for (i) damages for injury to life, body or health, or (ii) for damages resulting from significant infringement of an important contractual obligation, (obligation, the fulfilment of which enables the proper execution of the contract in the first place and for the compliance of which the contract partner regularly relies upon, and may rely upon); however, in this case, our liability is limited to compensation for foreseeable, typically occurring damage.
(3) The liability limitations resulting from Clause 10 Para. 2 shall also apply to breaches of duty by or for the benefit of persons whose default we represent under statutory provisions. They do not apply if we fraudulently conceal a defect or have assumed a guarantee for the condition of the goods and for claims of the buyer under the Product Liability Act.
- Applicable law and jurisdiction
(1) For this AGB-Sales and the contractual relationship between us and the buyer, the law of Federal Republic of Germany applies under the exclusion of International Uniform Law, in particular, the UN Sales Law.
(2) The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in 48599 Gronau/Westphalia.. We are however entitled to raise the complaint at the general place of jurisdiction of the buyer in all cases. Priority laws, especially with respect to exclusive jurisdictions, remain unaffected.