General terms and conditions
1. Scope of deliveries and services, conclusion of the contract
The scope of deliveries and services shall be determined by the written declarations of both parties. If a contract has been concluded without such declarations having been made by both parties, either our written order confirmation or, if no such confirmation has been made, the Purchaser’s written order shall be decisive. Purchasing conditions of the purchaser which deviate from these general terms and conditions of business cannot, in principle, become part of the contract. Our offers, prices and other commitments are subject to change without notice, unless otherwise expressly stipulated. All agreements shall only become binding for us after our written confirmation. Ancillary agreements and amendments also require our written confirmation.
Prices are calculated at the prices valid on the day of delivery. Our prices are in Euro ( € ) ex works Wehingen excluding VAT, packaging, insurance and freight..
3. Retention of ownership
All delivered goods remain our property until all claims arising from the business relationship have been paid. The purchaser shall be entitled to sell the goods under conditions customary in the trade, but only subject to retention of title vis-à-vis his customer. With the sale, the purchaser assigns to us his claims and rights against his customers as long as he has not yet settled our claims. The customer is entitled to deduct these claims as long as he is not in default of payment or is not prohibited from doing so for justified reasons. If there is a justified reason, we can demand that the customer informs his customer of the assignment and hands over to us all documents necessary for collection. We undertake to release the securities to which we are entitled insofar as their value exceeds our total claim by more than 20%. The customer is obliged to notify us immediately of any encroachment on our property by a third party. As long as we have due claims against him, he may neither pledge it nor assign it nor dispose of it in any other unauthorized manner. He must do and arrange for everything that protects and preserves our property.
If, in the case of export transactions, certain measures are required at the place where the goods are located after delivery in order for the aforementioned retention of title or the assignment to become effective, the customer shall inform us of this and carry out such measures at his own expense. If, at the place where the goods are located after delivery, retention of title and/or the otherwise mentioned rights are not applicable, the customer shall do everything necessary at his own expense to provide us with the security rights to the delivered goods that are most similar to these rights.
4. Delivery and Services
In the interest of technical progress, we reserve the right to make changes in design and form up to the time of delivery, which, however, shall not unreasonably affect the interests of the Purchaser.
Compliance with an agreed delivery period shall be conditional upon the Purchaser fulfilling its contractual obligations. The delivery period shall be deemed to have been complied with if the goods have left our works or notification of readiness for dispatch has been given by the time the delivery period expires. If we are responsible for exceeding a delivery deadline, the purchaser shall be entitled to withdraw from the contract after he has granted us a reasonable grace period in writing and this has expired unused. Claims for damages on the part of the purchaser are subject to the expiry of the period of grace. They are limited to the value of the delayed delivery. Further claims for damages shall only be considered if we can be accused of gross negligence. In the event of force majeure and other unforeseeable, extraordinary circumstances for which we are not responsible – e.g. difficulties in procuring materials, operational disruptions, strikes, lockouts, lack of means of transport, interventions by the authorities, power supply difficulties, etc. – even if they occur at our suppliers, the delivery period shall be extended to a reasonable extent if we are thereby prevented from fulfilling our obligations in a timely manner. We may fulfill orders in partial deliveries, each of which shall be paid for separately with the deadlines specified in No.6.
5. Warranty for Defects
If our goods are defective, including the absence of warranted characteristics, we undertake to repair the defective goods or to deliver replacement goods free of defects. The defective goods shall be sent to us free of charge upon request. Replaced goods shall become our property. Further warranty claims of the customer are not given. This also applies to claims for damages of any kind and regardless of the legal basis on which they are based. If it proves impossible or unsuccessful to remedy the defect, the customer shall have the right, at his discretion, to demand a reduction in the purchase price or, without further claims, in particular claims for damages, to demand rescission of the contract. Claims for damages by the customer arising from a positive breach of contract, from the breach of obligations during contract negotiations and from tort are excluded. This does not apply if liability is mandatory in cases of intent or gross negligence.
6. Terms of payment
Payments shall be made free of charge to our paying agent. Payments are to be made net within 30 days, unless otherwise agreed. In the event of late payment, we shall be entitled to charge interest on arrears without reminder at a rate of 4% above the respective discount rate of the German Bundesbank, but no less than 7%; we reserve the right to prove greater damage.
7. Place of jurisdiction
The exclusive place of jurisdiction for both parties is Wehingen. The legal relations with us shall be governed exclusively by the law of the Federal Republic of Germany.
8. Binding nature of the contract
The contract shall remain binding in its remaining parts even if individual points are legally invalid. This shall not apply if adherence to the contract would represent an unreasonable hardship for one party.