General Terms and conditions
The following conditions are final and part of the contract. They apply to all (including future) contracts and other services. All offers are based solely on our conditions; they are considered accepted by placing an order or accepting the delivery. Conflicting terms or such terms of the purchaser deviating from our terms and conditions do not commit us even if we do not contradict them once again after receipt.
Verbal collateral agreements do not exist. Collateral agreements, deviations or changes become binding only with our written confirmation. This applies in particular to quality agreements.
These conditions apply only to companies and legal persons under public law or a special fund under public law.
Our offers are non-binding. The documents belonging to the offer such as drawings, illustrations, technical data, references to standards as well as information in brochures are not quality agreements unless they are expressly designated as such in writing.
Our samples, specimen and information on the composition and nature of our products are based on our experience and expertise, but are not a guarantee or other binding assurance.
We reserve the right of ownership and copyright in brochures, illustrations, drawings, sketches and other documents; they may not be reproduced, copied from the internet or made accessible to third parties without our consent and must be returned to us immediately upon request.
An order shall be deemed accepted if confirmed or delivered by us in writing.
The order confirmation is the crucial factor for the content and scope of the order. Supplements, amendments or verbal collateral agreements must be confirmed in writing by us to be effective.
The customer is liable for the correctness of the documents to be supplied by him, such as drawings, samples and the like. Verbal statements about dimensions and the like require written confirmation.
Our prices are in EURO ex works Engelskirchen excluding packaging, freight, postage, duties and insurance. Surcharges and discounts are always calculated from the basic price. The same applies to partial consignments and urgent deliveries requested by the purchaser.
The minimum order value is 130 € net. For orders under 130 € net we have to charge a processing fee of 15 €.
The VAT in the respective statutory amount is added to the prices.
The prices according to the order confirmation apply up to a delivery period of four months; in the case of longer delivery times, the prices valid on the day of delivery shall apply if our own costs, such as material, labor or other production costs, have changed.
V. Terms of payment
Our invoices are due within 14 days of the invoice date less 2% discount or 30 days net. The payment must be made within these periods so that the amount required for the settlement of the invoice is available to us at the latest on the due date.
In case of delayed payment overruns, interest of 8% above the respective base rate of the European Central Bank will be charged. The enforcement of a higher damage caused by default remains reserved.
First deliveries are always against prepayment or cash on delivery.
Bills of exchange (acceptance only after written agreement) and checks are accepted only on account of fulfillment. Discount and collection charges are at the expense of the purchaser. For the timely submission, we assume no liability.
Upon notification of reasons that give rise to legitimate doubts about further compliance with the orderly payment by the purchaser, for example, application for opening insolvency proceedings, imminent suspension of payments or a material deterioration in the financial circumstances of the purchaser, we are entitled to withhold deliveries not yet done. In this case, even if we accept checks, we may immediately forfeit the entire remaining debt and set the purchaser a reasonable deadline for payment step by step or as collateral security and, after fruitless expiry of the period, withdraw from the further fulfillment of our contractual obligations. The application for the opening of insolvency proceedings over the assets of the customer entitles us to withdraw immediately from the contract. This does not release the customer from his obligations under parts of the contract already fulfilled by us, previous or not yet fulfilled contracts.
The right to assign claims remains reserved.
The customer shall only be entitled to offset if his counterclaims have been legally established, are undisputed or acknowledged by us. In addition, he is entitled to exercise a right of retention to the extent that his counterclaim is due and based on the same contractual relationship.
VI. Retention of title
The delivered goods remain our property until the complete payment of all (including future) claims including all ancillary claims (eg bill of exchange costs, financing costs, interest, etc.) resulting from the business relationship between us and the customer ("reserved goods"). The payment will be settled with the receipt of the equivalent value with us.
The customer is obliged to treat the reserved goods with care. We are entitled to insure the goods subject to retention of title at the expense of the customer against theft, breakage, fire, water and other damages, unless the customer himself has verifiably concluded the insurance.
The processing or transformation of the delivery items by the customer is always carried out for us. If the delivery items are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion of the value of the purchased item to the other processed items at the time of processing. The same applies to the object resulting from processing as to the object delivered under reservation. We are entitled to insure the goods subject to retention of title at the expense of the customer against theft, breakage, fire, water and other damages, unless the customer himself has demonstrably concluded the insurance.
In the event that the customer sells the delivery items before payment of all secured claims, he assigns his claims against his customers or third parties from the resale already with conclusion of the supply contract to us to secure the secured by the delivery items claim. We accept the assignment. We authorize the customer until further notice to collect the assigned claims. We are entitled to withdraw, if our secured claims are endangered, in particular if the customer defaults on his payments. The direct debit authorization expires at the time when the customer ceases payments or makes an application to open insolvency proceedings. After the revocation or expiry of the authorization to collect, we are entitled and the purchaser obliged to notify the assignment to the debtor of the assigned claim. The purchaser must refrain from any collection and yet keep any amounts separately for us. The purchaser shall inform us at our request at any time in writing, to whom he has resold the delivery items and to give us all information and documents about the assigned claim.
We undertake to release the securities to which we are entitled at the request of the customer to the extent that the value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is our responsibility.
Extraordinary dispositions, such as pledges, chattel mortgages, are only permitted with our consent. In the event of seizures or other interventions by third parties, the purchaser must notify us in writing without delay and provide us with all information and documents necessary to safeguard our rights. This also applies if such measures are imminent. The executing officer or a third party must be informed of our property. The customer shall bear all costs that must be incurred in order to cancel the access and to re-procure the reserved goods, insofar as they can not be collected by third parties.
In case of breach of contract by the customer, in particular in case of default, we are entitled to take back after a reminder and the buyer is obliged to surrender. If we withdraw from the contract in the event of a petition for the opening of insolvency proceedings in accordance with Section V. 5, we can demand the immediate return of the reserved goods.
VII. Delivery times
Delivery periods that can be agreed as binding or non-binding must be in writing. It does not commence before receipt of the documents to be procured by the purchaser, the approvals to be granted and the agreed down payments as well as the fulfillment of all other obligations incumbent on the purchaser.
The delivery period is deemed to have been met if the delivery item has left our factory by the end of the delivery or the readiness for dispatch of the goods has been notified. The delivery period is extended - even within a delay in delivery - in the event of unforeseen obstacles, which we were unable to avert despite the reasonable care in the circumstances of the case, whether in our factory or at one of our subcontractors, who can not supply us on time , for example, breakdowns, effects of industrial action or the like.
The delivery period is extended in particular if we are unable to meet a delivery date due to untimely or incorrect self-delivery. This presupposes that we had concluded a congruent hedging transaction with our supplier at the time the contract was concluded with the purchaser. We will prove the timely conclusion to the customer on request.
If the delivery or service becomes impossible due to the circumstances mentioned in 2 and 3 above or if it is delayed by more than six weeks, both the customer and us are entitled to withdraw from the contract without this resulting in a liability for damages.
We shall be entitled to partial deliveries to a reasonable extent.
VIII. Scope and execution of the delivery; Transfer of Risk
The scope of delivery is governed by our delivery note. The minimum order quantity forms one packaging unit.
Quantity deviations must be notified in writing within 8 days after receipt of the goods.
Cataloged stock items are delivered and charged in the specified packaging units. We reserve the right to change the packaging units.
For reasons of production engineering, deliveries of goods that are not in stock may result in over- and under-delivery of up to 15%.
Technical changes to our products are reserved due to constant research and development.
With the handing over of the goods to a freight forwarder or carrier, at the latest, however, with leaving the warehouse or - with drop shipments - of the delivery work, the risk is transfered with all orders, also with free deliveries, on the buyer. We conclude insurance against damage in transit at the express request of the customer on his account.
With blanket orders the delivery is done against call of the buyer. The deadline for acceptance is twelve months, calculated from the day of the order confirmation. We are entitled to produce the complete order in one go. Any requests for changes can no longer be considered after placing the order, unless this has been expressly agreed. Any quantities which have not been called up by the expiry of the specified period will be sent to the purchaser and invoiced at this time.
IX. Claims for defects
The assertion of claims for defects presupposes that the customer has duly fulfilled his commercial law inspection and complaint obligations. If the delivery item is defective, we undertake to deliver a defect-free item (replacement) or to remedy the defect at our discretion. In the event of elimination of the defect, we shall bear all expenses necessary for the purpose of correcting the defect, unless these are increased by the fact that the delivery item has been moved to a place other than the place of performance. If the elimination of the defect or the replacement delivery fails, the purchaser is entitled, at his discretion, to withdraw from the contract or to reduce the purchase price. Regularly at least two replacement delivery or removal attempts are reasonable for the purchaser.
We are liable to the same extent for replacement deliveries and defect removal work as for the original delivery item. For replacement deliveries, the limitation period for claims for defects begins anew. The limitation period for claims for defects is 12 months. It begins with the delivery of the goods to the customer.
No liability is assumed for damages arising from the following reasons: unsuitable or improper storage and use, faulty installation or commissioning by the purchaser or third parties, natural wear, faulty or negligent treatment, unsuitable equipment, chemical, electrochemical or electrical influences. as far as they are not due to our fault. Liability for the resulting consequences is ruled out by any changes or repair work undertaken improperly by the customer or third parties without our prior approval.
We are liable in full amount of damage in the case of our own intentional behavior and our own gross negligence and willful misconduct and gross negligence of our agents. We continue to be liable in full damages for non-compliance with guarantees, assumption of a procurement risk and other binding assurances, culpable injury to life, body and health and in the context of liability under the Product Liability Act. In case of culpable breach of essential contractual obligations, ie such obligations, which only make the proper execution of the contract possible and on the fulfillment of which the purchaser can therefore trust and may trust, we are liable in principle. In terms of amount, our liability is limited to the contractually typical, reasonably foreseeable damage. Any further liability on our part is expressly excluded.
Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, employee representatives and vicarious agents.
A reversal of the burden of proof is not intended by these rules.
XI. Return and exchange
The purchaser is entitled to return and exchange without stating reasons within four weeks of delivery stating our commission number. The returns must be made carriage paid. The right to return or exchange does not affect the claims of the customer due to defects in accordance with. Paragraph IX.
We have to charge the processing costs for this with 25 €.
Customized items are non-returnable.
XII. Place of performance, place of jurisdiction, applicable law and partial invalidity, data protection
The place of fulfillment for all mutual benefits due from the contract is Engelskirchen.
The place of jurisdiction for disputes with purchasers who are registered traders, a legal entity under public law or a public law special fund is the court responsible for our registered office. However, we reserve the right to sue at the customer's headquarters.
In cross-border delivery traffic German law applies. International purchase rights (for example, the UN Sales Convention) do not apply.
In case of ineffectiveness of individual provisions of the delivery contract or these conditions, the remaining conditions remain effective and binding. In case of partial ineffectiveness of a single determination, the remaining part remains effective.
According to § 33 (1) Federal Data Protection Act, we point out that all customer and supplier-related data are stored and used by us with the help of electronic data processing.