Terms & Conditions
General terms and conditions delivery and payment terms
- Scope of application
- All our deliveries, services and offers are made based on these general delivery and payment terms. They are a component of all contracts for our offered deliveries and services that we conclude with our contract partners
- (hereinafter also referred to as “Customers”). They apply to all future deliveries, services or offers to the Customer, even if they have not been agreed on again separately.
- The Customer’s terms and conditions or those of third parties are not applicable, even if we do not object to their validity in individual cases. Even if the Customer refers to correspondence that contains the Customer’s terms and conditions or those of a third party, or makes reference to such, there is no agreement regarding the validity of those terms and conditions.
- Offers and conclusion of contract
- All of our offers are non-binding and commitment-free, insofar as they are not expressly marked as binding or contain a specific term of acceptance. We can accept orders or jobs within 14 days of receipt.
- Our written confirmation establishes a contract. The information in the orders and our confirmations, including our general delivery and payment terms, is exclusively applicable for our legal relationships with customers. Verbal agreements made before conclusion of the contract are not legally binding and verbal agreements between the contract parties are replaced by the written contract, insofar as it does not expressly account for its continued binding applicability.
- Additions and changes to the agreements made including the general delivery terms must be made in writing in order to be effective.
- We retain the title or copyrights of all offers and cost estimates we have made as well as the drawings, images, calculations, brochures, catalogs, models, tools (also those paid in part) and other documents or resources made available to the Customer. The Customer is not permitted to make these objects available to third parties, make public, use them or allow third parties to use them, or reproduce these without our express consent. At our request, the Customer must return these objects completely and destroy any copies that may have been made if they are no longer needed within the regular course of business operations, or if negotiations do not lead to the conclusion of a contract.
- The prices apply to the services and scope of delivery outlined in the order confirmation. The prices are in Euros ex works, not including ancillary costs such as packaging, freight, insurance and statutory sales tax, for export deliveries not including customs, fees and other public charges.
- We charge a minimum quantity surcharge of € 13.00 per delivery for orders up to a net merchandise value of € 130.00.
- We bill according to expenditure if the minimum size of an item is exceeded. We also reserve the right to bill according to expenditure for custom manufacture. We reserve the right to change prices until final completion of an order as well as excess or short deliveries of up to 10 % of the order quantity for technical reasons.
- Payment conditions
Invoiced amounts are payable within 30 days after the invoice date without deduction, insofar as there is no other written agreement in place. Notwithstanding this regulation, the following applies: Initial orders are only completed with advance prepayment. Contract work is payable in the net amount immediately.
Should the Customer fail to make payment by the due date, an interest rate of 2 % above the respective base interest rate p.a is charged from the due date; the enforcement of higher interest and further damage in the event of delay remain unaffected.
Offsetting with counterclaims by the Customer or withholding payments due to claims of this kind is only permitted insofar as the counterclaims are indisputable or legally binding.
We are entitled to perform or render outstanding deliveries or services for prepayment or sureties only, if, after conclusion of the contract we become aware of circumstances that may significantly reduce the creditworthiness of the customers and that would endanger payment of our outstanding accounts by the Customer from the respective contractual relationship (including other individual orders for which the same basic contract applies).
- Delivery and delivery time
Deliveries are made ex works. Shipping is at the Customer’s costs.
Deadlines and dates for deliveries and services proposed by us are always approximate, unless a fixed deadline or date has been expressly agreed to or arranged. If shipment has been arranged, the delivery deadlines and delivery dates refer to the moment of transfer to the freight forwarder, haulage contractor or other third party commissioned with transportation.
We are not liable for impossibility of deliverance or delivery delays, insofar as this is due to force majeure or caused by other occurrences that were unforeseeable at the time the contract was concluded (e.g. operational interruptions of any kind, difficulties procuring material or electricity, transport delays, strikes, legitimate lockouts, lack of staff, energy or raw materials, difficulty procuring the necessary local permits, official sanctions or absent, incorrect or untimely delivery from suppliers), which we are not responsible for. Insofar as occurrences of this kind make the delivery of our services significantly more difficult or impossible, and the hindrance is not temporary, we have the right to withdraw from the contract. In the event of temporary hindrances, the delivery or service deadlines extend or the delivery and service dates are postponed according to the period of hindrance, including a reasonable restart period. Insofar as the Customer cannot reasonably be expected to accept the deliveries or services due to the delay, they can withdraw from the contract with prompt written explanation to us.
If we experience a delay with a delivery or service or if a delivery or service becomes impossible for whatever reason, our liability for compensation is limited to the stipulations in Clause 8 of these general delivery and payment terms.
- Place of performance, shipping, packaging, transfer of risk, acceptance
The place of performance for all obligations from the contractual relationship is Iserlohn, insofar as nothing else has been agreed on. If we owe the installation, the place of performance is the place where the installation is to take place.
Shipping is at the Customer’s risk. The Customer determines the shipping method selection. If the Customer does not make a selection, we are not liable for the most economic shipping method.
Packaging is generally disposable packaging that we do not take back.
The risk is transferred to the Customer at the latest with handover of the delivery object (whereby the start of the loading procedure is relevant) to the freight forwarder, haulage contractor or other shipment by specified third parties. This also applies when partial deliveries are made or we have taken on any other services (e.g. shipping or installation). If the shipping or handover is delayed due to a circumstance the cause of which lies with the Customer, the risk transfers to the Customer from that day when the delivery object was ready to ship and we informed the Customer thereof.
The shipment will only be insured by us at the express request of the Customer and at his/her costs against theft, breakage, transport damage, fire and water damage, or other insurable risks.
Incoterms 2000 apply as a supplement.
Insofar as acceptance has taken place, the purchased object is considered accepted if
- the delivery and, if we owe installation, the installation has been completed,
- we have notified the Customer thereof with reference to notional acceptance as per this Clause 6.7 and have asked him/her to provide acceptance,
- 12 business days have passed since the delivery or installation or the Customer has begun using the purchased object and in this case 6 business days have passed since delivery or installation, and
- the Customer refrained from providing acceptance within this period for a reason other than a defect that we were made aware of, that significantly compromises usage of the purchased object or makes usage impossible.
- Warranty, material defects
The warranty period is one year from the delivery date, insofar acceptance is required, from the date of acceptance.
Delivered objects must be carefully inspected immediately after delivery to the Customer or to a third party determined by the Customer. It is considered approved if no written notice of defects with regard to apparent defects or other defects that were detected during an immediate, careful inspection, has been received within 10 business days after delivery of the delivery object or otherwise within 10 business days after discovery of the defect or any earlier time when the defect was detected by the Customer during normal usage of the delivery object without closer inspection. At our request, the rejected delivery object shall be sent back to us freight paid. In the event of a justified complaint, we will reimburse the costs for the most cost-efficient shipping method; this does not apply if the costs increase because the delivery object is located at a location other than the place of intended usage.
In the event of material defects to the delivered object, we are first obliged and entitled to amend the defect or make a replacement delivery, at our discretion. In the event of a failure, in other words the impossibility, unreasonableness, refusal or inappropriate delay of improvement or replacement delivery, the Customer may withdraw from the contract or reduce the purchase price appropriately.
If the Customer does not sent the notified delivery object back to us, does not follow the instructions that result from the recognized rules of technology for handling or processing products or makes modifications to the products, the warranty obligation expires.
If there is a defect that we are culpable for, the Customer can demand compensation under the requirements specified in Clause 8.
Damages caused by normal wear and improper handling or repair are excluded from the warranty.
The written or verbal specifications about suitability and usage options of our products are provided at the best of our knowledge. However, they only represent our experiential values that are not considered as warranted. The Customer must rather convince him/herself of the suitability of the products for the intended usage purpose through a test.
- Compensation due to fault
Our liability for compensation, for whatever legal reason, especially due to impossibility, delay, defective or incorrect delivery, contract violations or breach of obligations during contract negotiations and unauthorized handling, insofar as there is a question of blame in each case, is limited according to this Clause 8.
We are not liable in the event of simple negligence by our bodies, legal representatives, employees or other vicarious agents, insofar as it is not a violation of obligations essential to the contract. Essential contractual obligations are the obligations of punctual delivery and installation of essentially defect-free delivery objects as well as consulting, protection and care obligations that enable usage of the delivery object by the Customer in a contractually stipulated manner, or for the purpose of protecting life and limb of the Customer’s personnel or protecting their property from significant damage.
Insofar as we are liable for damage compensation as per Clause 8.2, this liability is limited to damages that we have foreseen as the possible consequence of a contract infringement when signing the contract, or that we should have foreseen with the application of customary diligence. Indirect damage and consequential damage that are the result of the delivery object's defects, are also only replaceable insofar as such damages are to be typically expected from proper usage of the delivery object.
The above-mentioned exclusions of liability and limitations apply to the same extent for the benefit of our company bodies, legal representatives, employees and other agents.
The limitations here in Clause 8 do not apply to our liability due to deliberate action, for guaranteed characteristics, due to injury to life and limb or health, or in accordance with product liability law.
- Retention of title
Delivered goods remain our property (reserved goods) until all existing and future claims from the business relationship with the Customer, irrespective of their legal grounds, have been fulfilled. Retention of title continues to exist, even if individual claims are included in a current account and the balance has been drawn and accepted (current account reservation). When there are multiple business transactions, retention of title also exists if a delivery has been paid, however there is still an outstanding balance from other deliveries (extended retention of title).
As long as the customer fulfills his obligations to us and is not in arrears, he/she is entitled to sell the reserved goods in a proper business transaction, provided that the resultant receivables are passed to us in accordance with Clause 9.6.
The working and processing of reserved goods is done free of charge for us as the manufacturer (§ 950 BGB), and without any obligations being incurred thereby by us. The processed goods are considered reserved goods as set out in Clause 1.
In the event of combination, inseparable blending or amalgamation of reserved goods with other goods that do not belong to the Customer (§§ 947 Para. 1, 948 BGB), we acquire co-ownership of the new object in proportion to the invoice value of the reserved goods (final invoice amount including sales tax) to the invoice value of the other goods in use. Should the Customer acquire sole ownership of goods delivered by us through combination, blending or amalgamation (§ 947 Para. 2, 948 BGB), he/she thereby transfers the co-ownership in proportion to the value of the reserved goods (final invoice amount including sales tax) to the value of the other goods in the combination, blending or amalgamation. The resulting co-ownership rights are considered reserved goods as set out in Clause 1. The Customer intermediates the resulting sole or co-ownership for us free of charge.
If we lose our reserved goods due to connection of a purchased item with a piece of property (§ 946 BGB), the Customer assigns the claims to us that accrue against third parties to secure our claims against them.
The Customer’s claims from resale of the reserved goods are already transfered to us at the value of the delivery (final invoice amount including sales tax). We accept transfer. If transferred claims are recorded in an ongoing invoice, the arranged transfer also relates to all claims from the current account agreement (current account reservation). In the event of the sale of goods that we have c-ownership of in accordance with Clause 9.4, assignment of accounts receivable applies in the value of the proportional co-ownership.
As part of proper course of business, the Customer is authorized by us to collect the claims relinquished to us from further resale. Upon request he/she must report the name of the customer promptly and completely. He/she is obliged to hold the collected payments from the re-sale to third parties for us in a fiduciary capacity and to pay them to us. The claim of payment from the proceeds from resale to a banking institute shall be assigned to us in advance for the purpose of security.
Extraordinary dispositions such as pledges, transferred receivables and any types of transfer are prohibited. Any access by third parties to the reserved goods or assigned claims, pledges in particular, must be shared with us immediately. This also applies to restrictions of any kind. If this third party is not capable of repaying the legal and extra judicial fees of a lawsuit in accordance with § 771 ZPO, the Customer is liable for the losses incurred by us.
Should the Customer act in violation of the contract, especially with regard to default in payment, or if after conclusion of the contract we become aware of circumstances that, from our view, might reduce the creditworthiness of the Customer, the Customer can no long rule over the reserved goods. In these cases we are entitled to only perform outstanding deliveries for prepayment or against provision of security, withdraw from the contract and to demand surrender of the reserved goods or the transfer of indirect ownership thereof at the Customer's cost. Authorization to collect expires in accordance with Clause 9.7. The legal provisions regarding deadlines and their dispensability remain unaffected.
We will release the securities granted to us by the Customer at will, if the realizable value of the existing securities exceed the secured receivables by a total of 10 per cent.
- Final provisions
Place of jurisdiction for any disputes arising from the business relations between us and the Customer is Iserlohn or the domicile of the Customer, at our option. Iserlohn is the exclusive place of jurisdiction for claims against us. Statutory regulations regarding exclusive places of jurisdiction remain unaffected by this regulation.
The relationship between the Customer and us is subject to the law of the Federal Republic of Germany. The United Nation’s Convention regarding international merchandise sales contracts from 4/11/1980 (CISG) does not apply.
If this contract or the general delivery and payment terms contains gaps, these gaps are to be filled with such legally effective regulations that the contract partners would have agreed on in accordance with the contract’s economic objectives and the purpose of the general Delivery and Payment Terms, if they had been aware of these regulation gaps.