General conditions of business
Documentation belonging to the offer, such as illustrations, drawings, weight, length and performance data is merely approximate, insofar as they are not designated expressly as binding.
The supplier reserves the right of ownership and copyright of quotes, illustrations and other documentation; these may not be made available to third parties. The supplier undertakes to make documentation designated as confidential by the customer available to third parties only with the buyer's consent.
II. Scope of delivery
Written acknowledgement of order by the supplier is definitive in respect of the scope of delivery. Collateral agreements and amendments require written confirmation from the supplier.
III. Price and payment
- In principle, prices are nett ex-factory, excluding transport and packaging, VAT or other charges.
- Nett payment is due within 30 days of date of invoice. Bills of exchange require the express permission of the supplier.
- Interest at the rate of 2% above the current bank rate of the Deutsche Bundesbank will be charged for deferred or late payments, without requiring a notice of default.
- Withholding of payments and offset due to possible counterclaims of the customer disputed by the supplier are not permissible.
IV. Delivery time
- The delivery period starts at dispatch of acknowledgement of order. Where delivery is made immediately, the acknowledgement of order is replaced by the invoice.
- The delivery period is adhered to when the items for delivery leave the factory before the expiry of delivery period.
- The delivery period will be commensurately extended in the event of unforeseen obstacles, e.g. break in production or strike, which are outside the control of the supplier. This will also apply in the event that circumstances affecting subcontractors arise, or subsequent changes to the order. The conditions mentioned above are also not applicable in the case where a delay already exists.
- Where changes or redesigns are made for the customer, a commensurately longer delivery period must be expected without this being construed as a delay.
- In cases where for some reason the supplier is not able to effect delivery, or to do so only with difficulty, he is only liable for reimbursement of part payments made, to the exclusion of other claims.
- Adherence to the time limits presupposes the fulfilment of the contractual duties of the customer.
V. Transfer of risk and acceptance
- Risk is transferred to the customer at the latest on dispatch of the delivered items; this also applies where part deliveries are made or the supplier has assumed other services, e.g. delivery costs, transport and assembly.
- On request from the customer, delivered items will be insured against theft or damages due to breakage, transport, fire, water or other causes, at the cost of the customer.
- Items delivered are to be received by the customer notwithstanding the conditions mentioned in section VII, even when insignificant defects are apparent.
- Part deliveries are permissible.
VI. Reservation of proprietary rights
- The supplier retains ownership of the delivered items until all payments according to the contract of sale have been received.
- Where the customer acts contrary to the conditions of the contract, in particular with regard to payment delay, the supplier is entitled to reclaim the goods after issuing a demand for payment, and the customer is obliged to hand these over. Assertion of the reservation of right of ownership, as well as attachment of the delivered items by the supplier may not be construed as withdrawal from the contract.
VII. Liability for defects in delivery
The supplier is liable for defects in delivery, including where expressly guaranteed features are missing, to the exclusion of further claims as follows:
- All items that are considered to be unusable or seriously restricted in function within six months of transfer of risk - particularly as a result of defective design or faulty workmanship - will be repaired or replaced at no cost, subject to the equitable discretion of the supplier. The ascertainment of such defects must be immediately reported in writing to the supplier. Parts replaced become the property of the supplier and must be returned on request. Where significant third party products are involved the supplier's liability is limited to the transfer of the liability claims that are available to him against the supplier of the third party products.
- No guarantee is assumed for damages arising from the following causes:
Unsuitable or improper use, defective installation or commissioning by the customer or a third party, normal wear and tear, faulty or negligent handling, unsuitable operating resources, chemical, electrochemical, electrical or mechanical influences, insofar as these cannot be ascribed to a fault on the part of the supplier.
- The customer is obliged to supply the requisite time and opportunity for the improvements and replacement deliveries deemed necessary by the supplier by equitable discretion, failing which the supplier will be relieved of liability for defects. Multiple improvements are permissible.
- The supplier shall carry that portion of the immediate costs arising from the supply or delivery of replacement that relate to the cost of the replacement part including transport costs - insofar as the claim is deemed to be justified. The customer shall carry the balance of the costs.
- A three month warranty period applies to replacements and repairs; however, it is valid at least until expiry of the original guarantee period stipulated for the delivered items.
- Where changes or repair activities are undertaken by the customer or a third party in an improper fashion or without prior permission from the supplier, liability for consequences arising therefrom is nullified.
- Further claims on the part of the customer, in particular a claim for compensation for damages not incurred to the delivered items themselves, are excluded. This exclusion of liability does not apply insofar as the damages arose from wilful or grossly negligent behaviour on the part of the supplier.
VIII. Liability for supplementary duties
If the items delivered cannot be used by the customer according to the contract as a result of the failure to execute, or the faulty execution of suggestions and advice, before or after conclusion of the sales contract, as well as other contractual and supplementary duties, in particular operating instructions and maintenance of the delivered items due to the fault of the supplier, the appropriate terms in sections VII and IX shall apply to the exclusion of further claims by the customer.
IX. Customer's right of cancellation, change and other liabilities of
- Where a delay in delivery in the sense of section IV of the terms of delivery exists, and the customer has granted an appropriate extension to the supplier who has been delayed with the express statement that the delivery is to be rejected after the expiration of the time for delivery, and the extension is not adhered to, the customer is entitled to cancel.
- If the impossibility arises during delay of acceptance or due to the fault of the customer, the customer remains obliged for consideration.
- Furthermore, the customer has the right to cancel the contract if the supplier allows the appropriate extension for improvement or replacement delivery in terms of a defect caused by him in the sense of the terms of delivery to lapse through his own fault without performance.
- All other additional claims on the part of the customer, in particular with regard to termination or reduction, as well as compensation for damages of any nature whatsoever, in particular those not arising directly from the delivered items themselves are excluded.
X. Jurisdiction and legal character
All disputes arising from the contractual relationship are to be raised at the domicile of the supplier. The interpretation of the contract is exclusively according to German law.