1. The following terms are apply exclusively to all transactions and agreements, even if they are concluded by our travelling salesmen or representatives, and even if they were not agreed upon in writing. Deviations from the following terms shall only be valid with our express written approval.
2. These terms also apply to any and all transactions and agreements concluded in the future. The buyer’s terms and conditions of purchase do not apply to the transactions made with us, even if we do not explicitly object to them.
3. Complaints regarding order confirmations or invoices must be made within 8 days. They do not release the customer from the payment obligation.
1. The prices are net cash without discounts, unless otherwise agreed in writing.
2. The price is calculated using the rates valid at the date of delivery. Subsequent billing, price increases and charges, which are valid at the time of delivery, are considered as agreed upon.
3. Price quotations which were stated incorrectly by mistake can be adjusted by us ex parte.
4. The packaging may be charged at production costs.
III. Terms of Payment
1. Unless otherwise agreed, the payment shall be made as follows, notwithstanding the right to notice of defects, excluding deduction and retention: 8 days 2% discount, 30 days net.
2. Bills of exchange which are re-discountable at the Bundesbank (German Central Bank) are also accepted by us on the basis of particular agreements and as payment. Bills of exchange or cheques are credited subject to the receipt with the value date of the day, on which the counter value is irrevocably available to us. All costs resulting from this shall be borne by the buyer.
3. In case of payment delays, interest and commission will be charged according to the respective bank rates for short-term loans plus 1%.
4. Ex parte deductions and amendments are not accepted.
1. Failure to comply with the terms of payment, or circumstances which become known to the seller after the transaction which cast doubts regarding the buyer’s ability and willingness to pay, e.g. invalid information, deterioration of financial circumstances, opening of judicial or extra-judicial settlement proceedings or bankruptcy proceedings regarding the buyer’s assets, bill protests, payments in breach of the terms from other transactions and deliveries etc. entitle us, without withdrawing from the contract, to demand the return of goods (the costs of which shall be borne by the buyer) and, if necessary, to procure possession without the buyer having a right of retention or similar rights. In all aforementioned cases, we may demand immediate cash payment, even if we had accepted bills of exchange or cheques. Furthermore, after setting a reasonable grace period, we are also entitled to withdraw from the contract or to demand compensation for non-performance.
V. Retention of Title
1. Our deliveries remain our property until all claims, for whatever legal reason, are paid, even if the purchase price for specific claims is paid. For current accounts, the retained property shall be deemed a security for our balance claims. The handling and processing take place for us excluding the acquisition of property according to section 950 of the German Civil Code (BGB), without obligations for us. The retained goods serve as a security in the amount of the invoice value of the goods subject to reservation of title.
2. If the buyer processes the goods together with other goods which are not our property, we are entitled to a co-ownership of the new item, in proportion to the invoice value of the goods subject to reservation of title. Otherwise, the same provisions that apply to the goods subject to reservation of title also apply to the new item resulting from processing. It shall be deemed as good subject to reservation of title within the meaning of these terms and conditions.
3. The buyer’s claims resulting from a resale of the goods subject to reservation of title are already considered to be assigned to us in order to secure all of our claims from the business relationship, irrespective of whether the retained goods are resold without or after the processing or whether they are resold to one or more purchasers.
4. If the buyer sells the goods subject to reservation of title together with other goods which are not our property, without or after agreement, the claim assignment only applies for the amount of the invoice value of the goods subject to reservation of title, which, together with the other goods, are the subject matter of a purchase contract or part of the subject matter of such a contract. The same applies if the goods subject to reservation of title alone or together with other goods are the subject matter or part of the subject matter of a contract of work labour, contract of work and materials or a similar contract.
5. The buyer is only entitled to resell the goods subject to reservation of title based on a purchase contract, contract of work labour, contract of work and materials or a similar contract if the buyer acknowledges that the claim resulting from the resale is assigned to us based on the mentioned contracts pursuant to the paragraphs 3 and 4. The buyer is not entitled to dispose of the goods subject to reservation of title in any other way. Upon our request, the buyer is obliged to notify the third party of the assignment so that the payments are made to us.
6. If the value of our existing securities exceeds our claims by more than 20% in total, we are obliged to release securities at our discretion upon request by the buyer.
7. The buyer has to inform us immediately about looting or other impairments caused by third parties. The buyer is obliged to insure the goods subject to reservation of title against theft and fire.
VI. Execution of Delivery, Force Majeure
1. Events beyond our control that occur at our premises or our suppliers’ premises, for which we are not responsible within our operational risk and which make it difficult or impossible for us to deliver, entitle us to postpone the delivery and the transport duration, and the duration of an adequate warm-up time, or to withdraw from the contract because of the unfulfilled part. A statement given to us by of one of our suppliers is considered to be sufficient proof that we are unable to effect delivery.
2. Upon completion and circumstances that become known and cause doubts regarding the buyer’s ability and willingness to pay, e.g. unfavourable information, deterioration of financial circumstances, opening of judicial or extra-judicial settlement proceedings or bankruptcy proceedings regarding the buyer’s assets, bill protests, payments not in compliance with the terms from other transactions and deliveries, we are entitled to postpone the delivery or to withdraw from the contract.
VII. Delivery Times and Delivery Deadlines
1. Deliveries are approximate and not binding for us. They also depend on the delivery capabilities and deadlines of the companies we commission. We do not assume any lability for timely transport.
2. The delivery deadline begins on the date of the final order acceptance; however, not before the complete clarification of all details regarding the execution of the order.
3. If the dispatch is impossible through no fault on our or our suppliers’ side, the deadline shall be deemed to be complied with upon notification of readiness to dispatch.
4. The agreed delivery time, notwithstanding our rights arising from the default of the buyer, shall be extended by the time period during which the buyer is in default with his obligations arising from this or any other transaction. The buyer is not entitled to reject partial deliveries.
5. In case of default on our part, the buyer is entitled to set us a reasonable grace period. The buyer may only withdraw from the contract if the goods are not delivered within this grace period.
6. Claims for damages due to non-compliance with delivery times or delivery deadlines are excluded, unless otherwise agreed.
VIII. Notice of Defects
1. Defects shall be reported in writing immediately after detection. Any possible processing has to be stopped instantly. Complaints about obvious defects must be made within 3 days of receipt of the goods at their destination; complaints about hidden defects must be made within 6 weeks after receipt of the goods.
2. At our discretion, the defective goods are either returned and replaced with a new delivery of faultless goods in accordance with the provisions of the contract, or the reduced value is compensated. Other claims, for whatever legal reason, are excluded. Returns of delivered goods are not accepted without our prior approval.
3. The right of the buyer to claim defects shall lapse one month after the written rejection of the complaint by us.
IX. Return of Goods
1. A return of delivered goods is only accepted after our prior approval. In case of a return of non-defective goods we are entitled to make a reasonable deduction.
2. In case of a return of goods with defects for which we are not responsible, the warranty provisions of the factory apply.
X. Dispatch and Transfer of Risk
1. As soon as the goods leave our warehouse, the risk is transferred to the buyer.
2. The means of transport and the route of dispatch are at our discretion excluding any liability.
3. When delivering to the buyer's point of use, the agreed price is always free carriage approached on accessible road. The unloading of the goods is at the buyer’s responsibility and expense.
4. Goods which have been declared ready for dispatch on the agreed date have to be retrieved immediately, otherwise we are entitled to store them at our discretion at the buyers risk and expense, and to charge for them as delivered ex works or ex warehouse. The same applies if the delivery cannot take place due to traffic blocks or other circumstances for which we are not responsible.
5. The buyer is bound to the conditions of the commissioned freight company.
6. We do not assume any liability for wage labour.
XI. Place of Performance and Jurisdiction
1. The place of performance for all obligations of the buyer is Hachenburg.
2. The place of jurisdiction for all disputes arising from this contract as well as for lawsuits regarding checks and bills of exchange is Westerburg.