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| Conditions of Sale |
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3: |
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Pricing is effected by us at the prices confirmed by us or, respectively, at the prices valid on the date of delivery. Prices are calculated on the basis of raw material and personnel costs applicable on the date of submission of the offer. Unforeseen major increases in the raw material prices entitle us, in the case of call orders, successive delivery contracts and such with a delivery date of more than 3 months, to demand an appropriate price adjustment from the buyer or to withdraw from the contract free of charge in regard to that part not yet fulfilled.
Bills of exchange will only be accepted as payment on the basis of an express agreement. The costs of discounting and collecting are to be borne by the ordering party. Credits for bills of exchange and cheques are applicable subject to their being honoured. |
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Payment is to be effected within 8 days of the date of invoice with a deduction of 3%, within 14 days with a deduction of 2% and within 30 days net. Following expiry of the period of 30 days or on expiry of any other term of payment agreed upon, the customer is regarded as being in default. The legal regulations regarding the consequences of default are applicable. In addition, in the case of default, we are entitled to make the total claim from our business connection due for payment. All payments will initially be offset against interest and costs and then applied to the oldest claim existing. Any instructions by the customer to the contrary are regarded by us as being not binding. |
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In the event that our claims are endangered at the time of or subsequent to the conclusion of the contract, we are entitled to refuse performance until counter performance is effected or security has been placed. In the event that the buyer is not prepared or is not in a position to effect such, we may withdraw from the contract without being liable for compensation in damages. As opposed to this, we may demand compensation for our expenses. |
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6. Assignment and offset: |
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The assignment of claims on the part of the buyer from the contracts concluded with us is excluded. The customer has a right to offset only in the event that his counter-claims have been legally determined or have been recognised by us. The customer may only execute a right of retention in the event that his counter-claim results from the same contractual relationship. |
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Delivery dates are calculated, subject to unforeseen hindrances, from the date of the confirmation of the order until dispatch from the works. In the event that the dispatch is delayed as a result of circumstances for which the ordering party is responsible, the date of dispatch is regarded as being the date on which we prepare the order for dispatch. In the case that an agreed delivery date is exceeded by us, the ordering party may, following the fruitless expiration of an appropriate deadline set by him, withdraw from the contract. Further claims are excluded. Partial deliveries are permissible and are regarded as being independent business transactions. Force majeure and other circumstances which are outside of our responsibility, such as, for example, war, strikes and other industrial actions, emergency, insurrection, lack of personnel or raw materials, machine damages or delays in transportation entitle us, at our own discretion, to demand extension of the delivery dates following cessation of the delaying event or to withdraw from the contract. The same applies also in the event that these circumstances occur at our sub-suppliers. The prerequisite for maintaining the delivery date is the fulfilment of the contractual responsibilities on the part of the ordering party.
The dispatch of our goods is effected ex works at the risk of the recipient, even in the event that own transport means are used. |
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In the event of defects in the goods, we will provide warranty, at our own discretion, by means of reworking or substitute delivery. In the event that the subsequent fulfilment proves a failure, the customer may, at his own discretion, choose a reduction in payment (reduction of purchase price) or cancellation of the contract (revocation). In the case of a mere minor contractual breach and, in particular, in the case of only minor defects, however, the customer does not have the right to revocation.
If the sale is a trade business transaction for both parties, the buyer will immediately examine the goods following their delivery by the seller and, if a defect is evident, will immediately notify the seller of such. Should the customer refrain from effecting notification then the goods are regarded as being approved, unless it is the case of a defect which was not recognisable during the examination. Should such a defect become evident at a later date, then notification must be made immediately after discovery; if this is not undertaken, then the goods, even taking the defect into consideration, are regarded as being approved (§ 377 HGB / Commercial Code).
Obvious defects are to be reported in writing by the customer within a period of 1 week of receipt of the goods. In the event that this is not done, assertion of a warranty claim is also excluded. For observation of the deadline it is sufficient to send this off in time. The onus for supplying the full proof for all prerequisites for claims lies with the customer and, in particular, in regard to the defect itself, for the point in time at which the defect is determined and for the timely submission of the notification of the defect.
Defects which can be determined by means of tearing, sewing, welding or dying tests are not regarded as being hidden defects. Returns may only be effected with our approval.
In the event that, following fruitless subsequent performance, the customer chooses compensation, the goods will remain at the customer’s if this can be seen as being reasonable. Compensation is limited to the difference between the purchase price and the value of the defect object.
Furthermore, our liability shall be determined by the applicable statutory provisions if the Buyer asserts claims for damages based on intent or gross negligence.
In the event that no intentional breach of contract on our part is determinable, our liability for compensation for damages is limited to foreseeable, typically occurring damages.
We are liable in accordance with prevailing legal conditions in as far as we culpably breach a major contractual responsibility; in this case, however, the liability for claim for compensation is limited to foreseeable, typically occurring damages.
Liability for culpable injury to life, the body or to health remains unaffected by such; this also applies to the compelling liability according to the product liability law.
All other claims shall be excluded if and when legally possible.
In the case of business parties, the period of warranty is 1 year from the date of delivery of the goods, when notification is effected in time.
The product description of the manufacturer is exclusively relevant for the nature of the goods. Public statements, recommendations or advertisements of the manufacturer, on the other hand, do not constitute a contractual statement of the nature of the goods.
The customer does not receive any guarantee from us in a legal sense. Manufacturers’ guarantees remain unaffected by such.
In the event that the customer leaves the finished goods in store on our premises, then the aforementioned deadlines apply from the receipt of the invoice which is issued by us for the goods. The customer is afforded the possibility of examining the goods which are placed in storage by us from this point in time onwards. |
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Goods may be subject to deviations in sample, colour, nature, weight, etc., which are customary in trade and commerce. In the case of products made to customer’s specifications, no complaints can be entertained in regard to the colour tone. The buyer is responsible for any breach of copyright in the case of items made to order. In as far as we supply technical consultation or assistance for the application of our products, this is done on the basis of our latest technical experience as an accommodation. No warranty or compensatory claims of any kind may be deduced from such. |
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The goods remain our property until complete settlement of all claims arising from a current business connection.
The customer is obligated to handle the goods with due care.
The customer is obligated to inform us immediately of any action by third parties for seizure of the goods, for example, in the case of a levy of execution, as well as any damage to or destruction of the goods. A change in possession of the goods and the change in residence on the customer’s part is to be reported to us by the customer immediately.
In the case of conduct on the part of the customer contrary to the contractual agreement and, in particular, in the event of default of payment or the breach of a major contractual obligation, we are entitled to either withdraw from the contract and to remove the goods or, without withdrawing from the contract, to demand return of the goods and take such back. We are entitled to dispose of the object of the purchase following this being taken back, the returns from the disposal of the goods – minus appropriate disposal costs - is to be offset against the liabilities of the ordering party.
The customer is entitled to sell the goods further in the proper course of business. He now assigns to us all claims to an amount of the invoiced final sum (including value added tax) of our claim, which he incurs against his buyers or third parties from the further sale, independent of whether the object of sale is sold with or without further processing. We accept the assignment. Following assignment, the customer is entitled to collect the debt. We maintain the right to collect the debt ourselves as soon as the customer does not comply with his obligation to effect payment or in the event that he breaches further contractual obligations.
Work on and processing of the goods by the customer is always on behalf of and on our order. If there is further processing using objects which do not belong to us, then we have a co-ownership in the new object in the ratio of the value of the goods as delivered by us to that of the objects otherwise processed. The same applies in the case that the goods are mixed with other objects which do not belong to us.
We agree to release the securities made available to us by the customer to the extent that the realisable value of our securities exceed the claims to be secured by more than 10%. The choice of the securities to be released remains at our discretion. |
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Place of performance for both parties is Worms. For disputes of all natures it is agreed that the courts competent for Worms are competent. |
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In the event that individual conditions of the contract with the customer, including these standard conditions of sale and delivery are or become, as a whole or in part, invalid, the validity of the remaining conditions will not be affected by such. The ruling which is as a whole or in part invalid is to be replaced by a ruling which economically most closely approximates that which is invalid. |
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