General Terms & Conditions
General sales, delivery and payment terms
1. The general delivery and payment terms below apply to the present transaction and for all future business in addition to the special conditions listed in the offer. Any contrary purchase conditions of the purchaser are voided by the order confirmation.
2. Any collateral agreements or supplementary agreements must be made in writing. The right to prior sale of warehouse offers is retained in all cases.
3. Shipment of all goods is at the expense and risk of the buyer, regardless of whether the delivery is freight prepaid, ex-works or ex-warehouse. No liability is assumed for breakage, damage or loss during transport insofar as the seller is not also the forwarder. Performance and fulfillment site is the respective supplying plant of the seller.
4. Communications about delivery times, which are not expressly agreed upon, are not considered as contractually binding. At order on call or successive delivery, acceptance of the purchased goods shall be at the longest within six months at approximately equally distributed dates and quantities within the acceptance time. Acceptance of the goods is a main obligation of the purchaser.
5. Deviations of delivery quantity are permitted within a range of 20% more or 20% less. The same is permitted for customary production-relation deviations of dimensions, content, weights and colors. The seller provides information about the dimensions and weights of transport and packaging material according to his best knowledge. This is not a guarantee for the precise observance of such.
6. The purchaser shall pay the costs for manufacturing, procuring, changing, servicing or providing production molds and tools. The seller retains ownership of such molds and tools as well as of all associated copyrights even after payment. This does not apply if the purchaser provides his own production molds or tools for executing his order without the seller making essential changes to such. Any exclusive delivery right with the products produced from the molds must be agreed upon expressly with the purchaser. The seller obligates himself to keep ready any production molds and tools paid for by the purchaser until their natural end of operation life, but at the longest for the period of two years after the last delivery.
7. All catalogs, sample books, price lists and other sales documents, which the purchaser obtains, remain the property of the seller. On request, they are to be sent back to the seller with all other documents of the seller, which the purchaser has.
8. The purchaser is liable if the goods ordered from him violate the copyrights of third parties and releases the seller from all claims for damages arising from such.
9. The seller limits his liability to intent and gross negligence in all claims for damages brought against the seller. This especially applies to legal representatives, vicarious agents and other persons with respect to their responsibility at delay, impossibility, initiation of contractual negotiations or tortious claims. Insofar as permitted by law, the obligation of the seller to pay compensation for damages, regardless of legal grounds, is limited to the invoice value of the goods quantity of the seller directly involved with the event causing damage. This does not apply insofar as the seller has unlimited liability due to mandatory legal provisions or due to intent or gross negligence.
10. Strikes, lockouts, plants closures and all other events, which limit the production of the seller to a great extent, grant the seller the right to withdraw from the contract. The seller retains the right to changes prices due to cost increases in the meantime, especially due to exchange rate fluctuations, currency formalities, customs changes and similar factors, which the seller cannot control. At price increases, the purchaser is entitled to withdraw from orders not carried out yet. In this case, the withdrawal must be communicated to the seller in writing within 10 days from announcement of the prices. A withdrawal is no longer possible thereafter. Exchange rate changes do not entitle the purchaser to withdraw from the contract.
11. Complaints can only be considered if they are made without undue delay after goods receipt. Sending the goods to a third party is considered as goods acceptance without reservation. Well-founded complaints empower the seller at his discretion to provide free delivery of a replacement or a free correction of the fault. The replaced parts become the property of seller again. If the seller lets the grace period the set by the purchaser expire without having corrected the defect or if the correction of the fault or delivery of the replacement fails, the purchaser can demand cancellation of sale or a reduction. Deliveries of certified goods do not vouch for any agreed-upon property or provide a warranty in the sense of Subsection 434 or 443 of the German Civil Code and do not release from the duty to inspect the goods and give notice of defects stipulated in German Commercial Code. If the seller actually provides information in certificates about dimensions, weights or a specific property, a deviation can still refer to an unsubstantial reduction of value or suitability of the product. The certificate of the seller discloses the organization of the in-house quality control, which exists anyway, and represents an additional service.
12. The supplied goods remain the property of the seller until complete payment of all claims of arising from the business relation. If goods subject to retention of title are worked or processed, the seller is considered the manufacturer and acquires ownership of intermediate and final products. If the purchaser acquires sole ownership of the new item due to combining, mixing or blending the goods subject to retention of title with other goods, the purchaser and seller agree that the purchaser grants the seller co-ownership of the new item in the ratio of the goods subject to retention of title to the final product. In all cases, the purchaser keeps the new item free of charge for the seller. The purchaser may sell the goods subject to retention of title of the seller or the co-ownership goods in the normal business area. The purchaser already now assigns all claims from further sale of these goods to the seller. The seller hereby accepts the assignment. The purchaser is granted collection authority as long as he fulfills his obligations to the seller and does not experience financial collapse.
On request, the purchaser shall provide the seller with the information required for collection of the claims assigned and give him a list of his debtors. The purchaser is empowered to disclose the assignment to the debtors of the purchaser. The purchaser obligates himself to grant representatives of the seller access to the storage location of the goods at any time. The purchaser shall inform the seller without undue delay about compulsory enforcement measures of third parties against the goods subject to retention of title of the seller or co-ownership goods with hand-over of the marshal records, attachment orders or other documents. The seller obligates himself to release the collateral of his choice due him according to the conditions above at request of the purchaser to the extent that the value of the claims to be secured exceeds 20%.
13. Payment of the seller is due with delivery of the goods. Invoice deductions and payment dates require a special agreement. Default interest shall be paid in the amount of 8% above the basic rate (Section 288 clause 2 of the German Civil Code). Any claims of the seller for compensation of more far-reaching damages due to delay are not affected by this.
14. Each partial delivery is to be settled separately.
15. Delay of payment and other breaches of contract grant the seller the right without prior notice to keep back further deliveries or demand prepayment for all still outstanding deliveries. In other case, Section 323 of the German Civil Code applies. If delivery of ordered or already produced goods is not made for this reason, the seller has the right to sell them on the market. The purchaser shall renounce enforcement of any copyrights.
16. Kleintettau is agreed upon as place of fulfillment for delivery and payment. The place of jurisdiction shall be the competent court for such matters at Kronach Country Court or Coburg District Court depending on the choice of the seller and independent of the sum in dispute. German law applies exclusively.
17. Should an individual provision be or become null and void, the validity of the rest of the other provisions shall not be affected by this. Instead of the ineffective provision, the provision, which most closely approximates the economic sense and purpose of the ineffective provision, shall replace it.
18. We process customer data to carry out the contract/order and cultivate on-going customer relations. Involved service providers or banks only obtain customer data to the extent that this is required for carrying out the contract/order.