By all that is right and fair

GTCs

Here you can find our general terms and conditions.

1 - General

1.1 All our deliveries with contractors as customers are based on the following general delivery terms. Contractors in the sense of general terms are natural or legal persons or partnerships capable of holding rights which act in a commercial or independent professional capacity und with which we have a business relationship. Deviating conditions from a customer, to which we have not expressly agreed on in writing, are not binding for us, even if we do not expressly disagree. Our delivery terms are also valid, should we deliver to a customer without reservation in full awareness of deviating or contradicting terms of the customer. Our delivery terms are also valid for future dealings with the customer.

1.2 The assignment of the customer´s rights from the contract is not permitted.

1.3 Our offers are without engagement. Additional agreements, reservations, alterations or additions of contracts require the written from in order to become effective. Special agreements are only valid for individual cases, not for prior or future dealings.

1.4 The customer is bound to an order sent to us for a period of two weeks. Such an order will be accepted by a written statement on our part, by the notice of delivery readiness or by the performance of delivery; it’s receipt is not required for the effectiveness of the acceptance declaration (§ 151 German Civil Code).

1.5 Our prices are with free delivery for orders of 750 Euro for a delivery address in Germany to a ramp without unloading. When no fixed price is contractually agreed on, the actual prices on the delivery day will be charged. Agreed prices are valid for 4 months after conclusion of contract. When longer delivery periods are agreed, the supplier prices in the day of delivery will be charged.

1.6 We reserve the unrestricted ownership and exploitation rights to estimates, drawings, hand samples and other documentation; they must not be made accessible to third parties. Drawings and other documentation to offers must be returned promptly on demand, if the order is not placed with us. The right of retention for the customer is excluded.

2 - Delivery, default, impossibility

2.1 Delivery dates or delivery deadlines, which can be agreed on binding or non-binding, must be written down for their effectiveness. We reserve the correct and timely self-delivery.

2.2 The customer can request in writing that we deliver in a reasonable time limit after four weeks exceeding a non-binding delivery date or a non-binding delivery deadline. With this reminder we will be in default. When the customers sets a reasonable final deadline for delivery after we have been in default, then he is entitled to withdraw from the contract after an effectless expiration of the deadline; the customer is only then entitled to damage claims, when the default is based on intent or gross negligence.

2.3 When the customer is in default of acceptance or violates his other cooperation duties, then we are entitled after expiration of a reasonable grace period to demand compensation for any damages incurred to us, including possible additional expenditures. In this case the risk for accidental destruction or deterioration of the purchased goods is transfered to the customer at the time he comes into default of acceptance.

2.4 The start of the delivery stated by us requires the clarification of all technical questions beforehand. An agreed delivery time is extended – without prejudice to our rights from the default of the customer – by the period that the customer is in default with his obligations from the contract. The delivery is furthermore extended by the duration of a hindrance due to acts of nature.

2.5 We are liable at delays of performance in cases of intent and gross negligence after the provisions of the law. In other cases of delays of performance the liability of the seller is limited to damages next to the performance of 0.5 % per full week of delay up to a maximum of 5% and for damages instead of the performance to 5% of the value of the delivery. Additional claims of the buyer are – even after expiration of a grace period for the seller – excluded. As long as the delivery is impossible, the buyer is entitled to demand compensation after the provisions of the law, but the buyer’s claim is limited to damages next to or instead of the performance and for compensation of futile expenditures to 5% of the value of that part of the delivery which cannot be used due to impossibility. Additional claims of the buyer due to impossibility of delivery are excluded. The aforementioned limitations are not valid, if held liable in cases of intent, gross negligence or due to injury to life, body or health. The buyer’s right to withdraw from the contract remains untouched. No alteration of the burden of proof to the disadvantage of the buyer is connected with these regulations.

3 - Materials defects liability

3.1 For defects of goods delivered by us we will either perform subsequent improvement or compensation delivery at our own discretion. Should this supplementary performance fail, the customer has the right in principal to demand a decrease of payment or to withdraw from the contract at his own discretion. For any slight contravention of contract, especially for slight defects, the customer does not have the right withdraw, though.

3.2 The liability for defects does not refer to natural wear, to damages due to faulty or negligent treatment after the transfer of risk, excessive strain, unsuitable equipment or operating rooms or to those which ensue by chemical, electrochemical or electrical influences, unless these are requirements for usage stated in the contract. The same is valid for improper alterations or repair work to the delivered items on the customer’s part or by third parties. Negligible deviations in colour, shape, appearance or consistence as a consequence of production or due to natural causes, are excluded from the material defects liability.

3.3 When the customer wants to claim damages instead of performance wishes to complete the performance on his own, the failure of subsequent improvement is given after the second unsuccessful attempt. The statutory cases of expendability of setting a deadline remain untouched. The customer bears the expenditures for the purpose of subsequent improvement, insofar as these are increased due to the transfer to another location as the customer’s, unless the transfer is in accordance with regulations. Should the customer choose to withdraw from the contract due to a defect of title or a material defect, he is not entitled to conpensation next to that. Should the customer choose compensation after unsuccessful subsequent improvement, the goods will remain with the customer, if this is reasonable for him. The compensation then is limited to the difference between the purchase price and the value of the faulty item. This does not apply, when the violation of contract was caused by us maliciously.

3.4 Contractors must indicate apparant defects in written form within two weeks after receipt of the goods; otherwise the enforcement of the warranty claim is impossible. For keeping the term the punctual dispatch is sufficient. The customer has the full burden of proof for all conditions of entitlement, especially for the defect itself, for the moment of defect discovery and for the punctuality of the notice of defects.

3.5 For contractors the warranty period is one year after delivery of the goods. This does not apply when the customer has not indicated a defect punctually (par. 4 of this clause). For used goods the customer has the burden of proof for the defectiveness of the item.

3.6 Guarantees in the legal sense are only given to customers by us, when they are expressly labeled as such.

3.7 In no case we are obligated in the scope of subsequent improvement to new manufacturing of the item. Should the subsequent improvement fail, the customer has the right to reduce or to withdraw from the contract at his own discretion. The customer’s right to claim damages instead of performance according to statutory provisions and these conditions remain untouched.

4 - Joint liability

4.1 We are only liable in cases of intent or gross negligence by us or a representative or agent of us after statutory provisions. Otherwise we are only liable after the product liability law, due to violation of life, body or health or due to culpable violation of essential contractual obligations or as far as a defect was maliciously concealed by us or we have assumed warranty for the state of the delivery item. The compensation claim for the violation of essential contractual obligations is limited to the foreseeable damage typical for the contract. The liability for damages to other legally protected interests of the buyer caused by the delivery item is completely excluded. The regulations of clauses 3 and 4 of this paragraph do not apply when intent or gross negligence exist or when we are liable due to violation of life, body or health or as far as the defect was maliciously concealed or we assumed warranty for the state of the delivery item.

4.2 The regulation of the aforementioned paragraph extends to compensation next to the performance or compensation instead of the performance, regardless of the legal basis, especially for defects, the violation of obligations from the debt obligation or for illicit actions. It does also apply for the claim of compensation of futile expenditures. The liability for default is regulated by clause 2.6, though, the liability for impossibility by clause 2.7 of these conditions.

4.3 No change of the burden of proof to the disadvantage of the buyer is connected with the aforementioned regulations.

5 - Payment

5.1 Payments for deliveries are due no laterr than 30 days after the billing date according to the agreement, without any particular agreement. The payment must ensue in a manner that allows for us to dispose of the amount at the accrual date. The customer bears the costs for the payment transfer. The customer bears the bill of exchange charges and discount charges. They are immediately due and payable.

5.2 When the customer is in default of a payment with a claim from this business connection, we are entitled to claim default charges in the legal amount. Should we be able to proof higher damages caused by the delay, then we are entitled to assert these. The customer is entitled, though, to proof that no or considerably lower damage was caused to us by the delay. Furthermore, in cases of default of payment, we are entitled to accelerate claims to the customer that are not already due.

5.3 The customer is entitled to offset rights only when his counterclaims have been determined legally binding, are undisputed and recognised by us. Furthermore he is empowered to execute his right of retention insofar as his counterclaim is based on the same contractual relation. The customer is not entitled to the right of retention for disputed counterclaims.

5.4 Should the customer be in default of payment or he does not cash a draft upon maturity, we are entitled to take the goods back and to possibly access the business of the customer and to take the goods back. Furthermore we can forbid the resale and the removal of the delivered goods. The taking back is no withdrawal from the contract.

5.5 Should we afterwards become aware of circumstances that lead to a substantial reduction of assets and if the payment claim is endangered by that, we are entitled to accelerate our claims altogether and independent of the duration of for instance drafts received.

5.6 In the cases of no. 4 and 5 we can revoke the direct debit authorisation (cl. 6.4) and we can demand advance payment for all outstanding deliveries.

5.7 The legal consequences stated in no. 4 to 6 can be averted by the customer through a sufficient safety bond in the amount of the endangered payment claim.

5.8 The statutory provisions about the default of payment remain untouched. For the case that the customer does not comply with his payment obligation or his obligation to take delivery, we are entitled after the presence of legal prerequisites to demand 30% of the agreed payment as compensation and the burden of proof for the damage does is not required. The customer is free to proof that no damage was caused or that it was considerable lower than the lump sum payment.

6 - Reservation of title

6.1 All delivered goods remain our property until fulfilment of all payment claims; especially respective current account balance claims that we are due by the customer, because of the business relation with the customer. This does also apply for conditional and future claims, such as from an acceptor’s bill of exchange and also when payments are made on special denoted claims. Should the item purchased be processed with other items, that do not belong to us, we will have coproperty of the new item in relation of the value of the item purchased to other processed items at the time of processing. For the item emerging from the processing the same applies as for the purchased item delivered with reservations.

6.2 The customer may only resell the goods subject to retention of title under his normal terms and conditions in his usual business operation and only as long as he is not in default of payment, provided that all claims from the resale according to no. 3 to 5 are transferred to us. He is not entitled to other regulations of the goods subject to retention of title.

6.3 Any claims of the customer by the resale of goods subject to retention of title will already be transferred to us. They serve to the same extent as security as the goods subject to reservation of title. Should the customer resell the goods subject to retention of title along with others goods which were not purchased from us, the claim from the resale will be transferred to us in the relation of the invoice value from the other sold goods.

6.4 The customer is entitled to collect claims from the resale, unless we revoke the direct debit authorisation in cases stated under 5.6. He is obligated to inform his clients about the transferral to us by our request – as long as we do not do that ourselves – and to provide us with the necessary information and documentation. The customer is in no case entitled to further transferrals of claims. This also applies for factorings which are not permitted for the customer due to the direct debit authorisation.

6.5 The customer must inform us promptly of any seizure or other impairment by third parties.

6.6 Should the value of the existing securities exceed the secured claims by more than 20% in total, we are obligated by request of the customer to release securities insofar at our own discretion.

7 - Shipment, transfer of risk, packaging, partial delivery

7.1 We determine the dispatch route and material as well as the carrier and forwarder.

7.2 As agreed, goods ready for dispatch must be called promptly, otherwise we are entitled to send it after a reminder at the expense and risk of the customer at our discretion or to store and charge it immediately at our own discretion.

7.3 Should the transport become impossible on the intended route or to the intended location through no fault or our own, we are entitled to deliver it on another route or to another location; the customer bears the additional costs. Before that the customer is given the opportunity to give an opinion.

7.4 With the transfer of goods to a carrier or forwarder, at the latest upon leaving the warehouse or the supplier plant, the risk, also for seizure of goods, is transferred to the customer, for all dealings, including free deliveries. We will only arrange for insurance on request and to the costs of the customer.

7.5 We are entitled to partial deliveries in a reasonable extent and as a consequence we can demand partial payment regarding to the delivered goods.

8 - Place of jurisdiction, place of fulfilment

As long as the customer is a registered merchant, Baden-Baden is the place of jurisdiction; we are entitled, though, to sue the customer also at the court of his place of residence. As long as nothing else is stated in the order confirmation, Baden-Baden is the place of fulfilment. Should the customer relocate his place of residence or his usual stay out of the domain of the Federal Republic of Germany, Baden-Baden is the place of jurisdiction. This does also apply, if the place of residence or the usual stay of the customer is unknown at the time of the commencement of proceedings. The law of the Federal Republic of Germany applies. The application of the international sale of goods law (UN law) is excluded. Should individual provisions partially or fully be void or become void, the validity of the other provisions will remain untouched. The fully or partially void provision shall be exchanged by a provision which economic success is closest to the void provision. The same applies for possible gaps of the contract or the conditions.