Terms and Conditions of Sale and Delivery
I. General conditions
Offers are subject to change without notice. An order shall not be deemed accepted until it has been confirmed to us in writing. Our written order confirmation is decisive for the scope of delivery. Subsidiary agreements and promises made by representatives require our written confirmation. Conflicting conditions of the customer will not be accepted. They are hereby expressly objected to.
II. Prices and price increases
1. If our charges or prices are not fixed by agreement, our prices valid on the date of delivery time shall apply.
2. Our prices are quoted EXW Incoterms 2020 plus value added tax. Packaging, shipping and other ad-ditional payments (such as customs duty) are calculated separately.
3. In the case of follow-up orders, we are not bound by the price agreements for previous orders.
4. In the case of partial deliveries agreed within specific periods or on specific dates or on demand by the customer, if deliveries are to be made more than four months after conclusion of the contract we are entitled to increase the agreed price by the amount we have generally increased our prices for goods and services of this kind since conclusion of the contract.
If partial deliveries are requested by the customer and carried out against an existing order, the quantities of the partial delivery shall be deducted from the total order quantity. If the customer calls off quantities in excess of the original order quantity, we shall be entitled to cancel the excess quantities or to invoice them at the prices valid on the day of delivery. Call-offs must be made in sufficient time to enable faultless production and delivery within the agreed delivery period. Otherwise the delivery period shall be extended by a corresponding period.
5. If we do not execute the customer's order within one year of ordering, we are not accountable for the circumstances for this delay and we have generally increased our prices in the period between placement of the order and its execution, we are entitled to increase the price agreed with the customer by the same amount.
III. Payments, offsetting and retention
The customer may only offset our receivables arising from this contract or claim a right of retention with regard to our receivables with receivables which are uncontested or have been legally determined.
IV. Time of performance, default, partial performance
1. Delivery periods shall only commence once we have agreed all the details of the execution of the order and all the terms of the transaction with the customer. Delivery periods do not commence before receipt of the materials and components to be provided by the customer and the documentation to be produced by the customer, and receipt of the permits and technical information and their release by the customer. An agreed delivery deadline shall be postponed by the time by which these preconditions are delayed.
2. If our performance is delayed, we do not fall into default providing this is caused by circumstances which we cannot foresee or prevent with the prudence that may reasonably be expected and which we cannot overcome by taking reasonable measures to do so.
3. Events of force majeure entitle us - even within a delay - to postpone delivery for the duration of the hindrance and a reasonable start-up period or to withdraw from the contract in whole or in part due to the part of the contract not yet fulfilled. Strikes, lockouts, official orders, fire, traffic closures, disruption of operations or transport, in particular also at our suppliers and other circumstances beyond our control, which make delivery unreasonably difficult or impossible, shall be deemed equivalent to force majeure. The customer must be informed immediately of such circumstances. The customer may demand a declaration as to whether we are withdrawing from the contract or whether we will deliver within a reasonable grace period. If no such declaration is made, the customer may withdraw from the contract. If the aforementioned circumstances occur in the case of a partial delivery, the customer cannot derive any rights from this with regard to the remaining delivery, unless the partial fulfilment of the contract is of no interest to him.
4. We are entitled to render partial performance.
V. Transfer of risk
The risk of accidental loss or deterioration of the goods shall pass to the customer as soon as the goods have been made available to the customer or handed over to a forwarding agent or freight carrier, at the latest, however, upon leaving the supplier's works. If dispatch is delayed as a result of circumstances for which we are not responsible, the risk shall pass to the customer from the date of receipt of the notification that the goods are ready for dispatch. We shall only take out insurance at the express request of the customer for his account.
VI. Investigation, complaint and warranty
Possible existing defects which can be detected by a reasonable inspection must be reported to us in writing at the latest within 8 days after arrival of the goods at the location, hidden defects immediately after discovery. If this notification is not made in due time, the quality of the goods shall be deemed to have been approved. Warranty claims, as far as legally permissible, are excluded after cutting or other processing of the delivered goods. Commercial or minor technically unavoidable deviations in quality, colour, width - length, weight, equipment or design cannot be objected to. In the event of a justified, timely notice of defect, we shall be entitled and obliged to either remedy the defect or replace the defective goods, at our discretion, by taking back the delivered goods. The customer shall grant us the necessary time and opportunity to carry out necessary repairs or replacement deliveries. If we do not comply with our obligation to deliver a replacement or to remedy the defect within a reasonable period of grace set by the customer, the customer shall be entitled to withdraw from the contract. Further claims of the buyer, in particular also claims for compensation for damages which have not occurred to the delivery item itself, shall be deemed excluded.
VII. Reservation of ownership
The delivered goods shall remain our property until full payment of all claims, including future claims, to which we are entitled from the business relationship with the customer, irrespective of the legal basis. The customer is entitled to use, process and resell our goods as intended in the ordinary course of business. The customer is not entitled to dispose of the goods in any other way. If our goods are combined by the customer with other objects to form a uniform object, it is agreed that the customer hereby transfers to us pro rata co-ownership within the meaning of § 947 para. 1 BGB (German Civil Code) and keeps the object for us. In the event of the sale of goods to which we are entitled to ownership rights in accordance with the above provisions, the buyer hereby irrevocably assigns to us his entire claim in the event of co-ownership pro rata from the underlying purchase contract up to the amount of our remaining claim. The buyer is entitled to collect this claim as long as he fulfils his obligations towards us without restriction. The purchaser must inform us immediately by registered letter of any attachments, seizures or other dispositions by third parties and take all necessary measures to safeguard our rights at his own expense. We undertake to release the securities to which we are entitled at the request of the customer at our discretion to the extent that their value exceeds the claim to be secured by 20%. In the case of a current account, the reserved property shall be regarded as security for our balance claim.
VIII. Withdrawal and other rights
If there is a significant deterioration in the economic and financial situation of the customer, if the customer pledges his warehouses, outstanding claims and purchased goods or transfers them as security to other creditors, or if the customer is in arrears with essential parts of his payment to us, we shall be entitled to demand security and, if sufficient security cannot be established, to withdraw from our delivery obligation after setting a reasonable grace period and to demand damages for non-performance. We are further entitled to demand the immediate return of our goods delivered under retention of title. The customer's payment obligation remains unaffected by this.
IX. Place of Jurisdiction and Place of Performance
If the contractual partner is a merchant, legal entity under public law or special fund under public law or has no general place of jurisdiction in Germany, the place of performance for all disputes arising from the contractual relationship, including cheque, bill of exchange and documentary proceedings, shall be the registered office of the company (D-60435 Frankfurt am Main). The place of jurisdiction shall be the local court of the registered office (AG Frankfurt am Main). We are also entitled to sue at the domicile of the contractual partner.
The invalidity of individual provisions shall not affect the validity of the contract or the remaining provisions of the General Terms and Conditions.
Terms and Conditions of Sale and Delivery, Status 2020