Amended version: 14 May 2018
Note: The terms and conditions have been reviewed and adjusted in accordance with the requirements of the General Data Protection Regulation
Terms of Supply and Payment
These Terms of Delivery and Payment form an integral part of all of our commercial/business quotations and contracts. They also apply to existing and future business relationships. No further reference to these Terms of Delivery and Payment will be necessary if future orders are placed.
Contradictory standard terms and conditions, in particular terms of purchase, are hereby expressly rejected with respect to commercial/business transactions. They will only apply if approved by us in writing. Deviating agreements, in particular ones reached verbally, will likewise only be binding if confirmed by us in writing.
Conclusion of a contract will not fail due to contradictory standard terms and conditions.
- Offer and Acceptance
Our quotations are not binding but must be seen as invitations to Customer to submit a binding offer. The contract is concluded by Customer’s order (offer) and our acceptance. In case the acceptance differs from the offer, such acceptance constitutes a new non-binding offer by us.
Sale prices will only be regarded as fixed if they have been accepted in writing. The prices from our last price list in force on the day of dispatch will be charged unless otherwise agreed. Unless otherwise indicated, all prices are net prices in euros and subject to these terms of delivery.
Samples, patterns, oral hints, recommendations other documentation etc. and information in the form of e.g. photographs, drawings and statements of dimension or weight are only approximate and not binding unless an express written assurance/ guarantee has been supplied.
Any order with a net sales-price of less than 500 Euro shall be due to an additional service fee of 75 Euro.
- Place of Performance; Delivery
For both contracting parties place of performance is 56567 Neuwied, Germany or the location of our delivering branch.
We reserve the right to make partial deliveries and deliveries of greater or lesser quantities, as long as it is not unreasonable to expect the Customer to accept this. The burden of proving that it is unreasonable is on the Customer. Unless otherwise agreed, invoices will be adjusted pro rata. For the purpose of these terms any partial delivery will be regarded as filling a specific order.
Delivery dates are not binding unless expressly specified to be so, but we will do our best to adhere to them.
If not otherwise agreed, we are entitled to ship the goods. Shipment will be executed the cheapest way on Customer’s costs and risk.
Beside this, delivery shall be effected as agreed in the contract in which General Commercial Terms shall be interpreted in accordance with the INCOTERMS in force on the date the contract is concluded.
Delivery „free destination“ or „free to store“ shall mean delivery without unloading, subject to the availability of a suitable approach road. The Customer must unload the goods immediately and in an appropriate manner. Waiting time will be charged to the Customer.
In the case of delivery by rail or in commercial transport vehicles or by other transport providers the Customer has to deal with the necessary formalities for the carrier.
- Compliance with legal requirements
Unless specifically agreed otherwise, Customer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods.
- Unforeseeable events, Force Majeure
Unusual, unforeseeable events, in particular force Majeure, war, actions taken by sovereign powers, labour disputes, traffic hold-ups, production-breakdown, machine-damages, shortages of raw materials etc., of which we have notified the Customer, will release us from our obligation to deliver for as long as they continue to apply plus a reasonable additional start-up period. We will have no obligation to pay damages or other compensation to the Customer, in particular for delay, impossibility or other temporary non-performance, and such events will entitle us to terminate the contract to the extent that we have not yet fulfilled. The aforementioned will not apply to the extent that we are responsible for causing the events concerned.
- Complaints; Warranty; Liability; Culpability
In the case of commercial/business transactions, the Customer must submit an immediate written complaint about all visible defects immediately on receipt of the goods concerned and in any case before processing or combination.
The Customer has to record and document any defects in a suitable form. In particular he is obliged to do his best to make detailed notes of damage suffered during transport on the shipping documents at the time of delivery and take photographs of the damage. Furthermore, Customer must keep the goods concerned available for inspection by us/our insurers, unless it is unreasonable to expect this of the Customer in an individual case. The Customer must indemnify us against any disadvantages suffered by us as a result of a failure to fulfil this obligation for which the Customer is responsible, in particular if our insurer justifiably refuses to pay insurance benefits.
In the case of commercial/business transactions, customary breakages and losses and negligible deviations from performance specifications may not be made the subject of complaint. In no case may guarantee or liability claims be made on the basis of normal wear and tear resulting from use.
In the case of commercial/business transactions, a guarantee period of one (1) year will apply except in cases where we are liable for deliberately caused loss.
Only such characteristics can be deemed as assured that are expressively so called in the contract or which will be clearly and doubtless identified in the contract as assured. Oral agreements will only be binding if repeated in the written contract or being confirmed in writing. The expression “as before” does only relate to the good and packaging but not to the price.
Within commercial/business transactions, we will, if a complaint is made within the time permitted and confirmed by us to be justified, be entitled to remedy either by supplying a replacement or carrying out rework or to take back the goods complained about and reimburse the purchase price. We will be entitled to make two attempts to remedy. Damages may only be claimed in the case of commercial/business transactions if it is unreasonable to expect the Customer to accept a reduction of the purchase price or a cancellation of the contract.
A reference to recognised standards or another form of description of the goods generally represents a more detailed designation of the goods concerned and does not represent any assurance or guarantee of characteristics, unless such an assurance/ guarantee has been expressly agreed. Statements with regard to particular characteristics of goods, even if they are made on the basis of our test results, or instructions for use supplied by us do not relieve the Customer of his obligation to test the goods himself.
We will be fully liable for culpable acts or omissions by our legal representatives, executive staff and vicarious agents in case of deliberately caused loss or gross negligence. In case of slight negligence we will only be liable for these if substantial contractual obligations are breached and that case only for foreseeable losses typical of the type of contract concerned. The above restriction does not apply to injuries to life, limb or health.
Returns of any kind, also in case of transportation damages, are only permitted with our prior written approval. Special models, opened packages and non sellable goods are excluded from any return.
- Payments; Discount; Special Right to Cancel; Offsetting and Withholding
If not otherwise agreed payments are due on receipt of the invoice. Net payment must be made within 30 days from the date of the invoice.
Payment by cheque or bill of exchange will only be accepted on account of payment and is subject to our approval. In principle, we do not accept bills of exchange with a term of more than three months. Any bank, discounting or collection charges have to be reimbursed.
Our invoices will be regarded as accepted unless an objection is raised in writing within 30 days of the invoice date. Interest will be charged according to the statutory rate for such interest. The right to claim compensation for further damages/losses will remain reserved.
If a cash discount is agreed, such discount may only be applied to the value of the goods excluding freight costs. A discount may only be applied if no other invoice payments are due on Customer‘s account.
In the case of late payment or the non-acceptance of a bill or cheque we will be entitled to make further deliveries only subject to advance payment, to require the immediate payment of all outstanding invoice amounts, including ones for which an extension has been granted, and to return any bills/cheques given on account of payment and demand cash payment or the provision of securities in their place.
Receiving information regarding Customer’s payment difficulties or having good reason to assume that Customer will not be in the position to fulfil his obligations or in case Customer applies for an insolvency proceeding or such insolvency proceeding has been stated, we will be entitled to terminate the contract. The Customer cannot claim any damages due to such termination.
Failure to accept the agreed quantity on the delivery date or failure to meet payment obligations will cease Customer‘s right to receive further deliveries, without being necessary to set an extended deadline or a warning of rejection which may be required by legal regulations and without prejudice to our right to require acceptance even after the due date. Possible further claims on our part, in particular claims to damage compensation shall remain unaffected.
Offsetting are excluded except on the basis of claims which are undisputed or legally decided as final and binding. The same applies to any withholding right caused by another contract.
- Reservation of title
Until all of our other claims against the Customer, whatever their legal basis may be, are satisfied, the following securities shall be granted to us. If required we will, at our sole discretion, release some or all of these securities to the extent that their value persistently exceeds the value of our claims by more than 20%:
Goods delivered will remain our property. Processing or transformation will always be done on our behalf, without imposing any obligation on us. If our (joint-)title is no longer valid due to combination or mixing, it is hereby agreed that a share of the Customer‘s (joint-)title to the resulting item, corresponding to the ratio of the invoice value of our goods to the invoice value of the resulting item, will pass to us. The Customer will store our (joint-)property free of charge. Goods to which we have (joint-) title are referred to below as „goods subject to reservation of title“.
The Customer is entitled to process or sell goods subject to reservation of title in the normal course of business. The goods may not be pledged or assigned as security. The Customer hereby assigns to us with immediate effect all claims relating to goods subject to reservation of title and arising out of their sale or on another legal basis in their entirety as a security. We hereby grant the Customer revocable authority to collect claims assigned to us in his own name and for our account. If so required by us, Customer will reveal the assignment and supply us with the necessary information and documents.
If third parties attempt to assert rights over goods subject to reservation of title, the Customer will inform them of our title and notify us immediately. Costs and damage due to such actions shall be borne by the Customer.
- Secrecy; Title to Materials; Industrial Property Rights
The Customer must respect commercial and technical details that come to its knowledge in connection with an order as business secret and treat them confidential.
Drawings, models, tools, samples, matrices and other materials supplied to the Customer by us are our property and may not be used for other commercial purposes, duplicated, sold, pledged or made accessible to third parties in any other way without our prior written approval. The Customer will store these materials for us free of charge, insure them as third-party property and return them to us on its own initiative immediately after the order has been fulfilled.
In particular, we reserve all relevant industrial property rights and all patents and copyrights, concerning all illustrations, drawings, calculations and other documentation produced by us. Documents etc. may only be used for the purposes of the contract concerned and have to be returned to us immediately at any time at our request.
Tools will be charged total or proportionally and shall remain our property.
Our trademarks and brands, as well as our registered trademarks may not be used without our explicit permission.
- Storage of Data
We are entitled to store data relating to the Customer subject to the requirements of the General Data Protection Regulation in its current version.
- Legal Venue; Jurisdiction
For commercial/business transactions the exclusive legal venue for all disputes arising directly or indirectly out of the contract, including actions relating to bills of exchange or cheques, shall be 56567 Neuwied, Germany or the location of the delivering branch.
The legal relationship between us and the Customer is exclusively subject to German law. Provisions, in particular those of international private law, which could result in the application of other laws, are hereby expressly excluded. The provisions of the United Nations Convention Relating to a Uniform Law on the International Sale of Goods are also expressly excluded.
- Validity of terms
Should individual provisions of these Terms of Delivery and Payment be legally invalid, this does not affect the validity of the remaining provisions.