I. General Terms
These terms and conditions are valid for all present and future business relationships. Companies in the sense of these business conditions are natural or legal persons or legal partnerships who practice a commercial or independent activity
II. Contractual scope and delivery obligation
Our offers are subject to confirmation and unbinding, Orders are only binding for us insofar as we confirm them in writing. Supplements, changes or additional agreements require the written confirmation by us. This is also valid for orders taken by our representatives.
Our prices are EURO prices in the Federal Republic of Germany. All prices are valid from plant excluding packaging and shipping ans always plus VAT. Packaging and shipping costs are calculated at our own costs. With an order value below Euro 100.- we calculate a processing flat rate of Euro 20.- We bill for samples. If they are sent back within 10 days after shipping, the billed amount will be cancelled. The payment of the cost share of tools by the customer is taken into consideration in the prices for special products. The customer therefore does not acquire the ownership of these tools. They remain our property.
IV. Reservation of Title
The goods remain our property until the fulfillment of all claims towards the customers have been paid. The customer is not entitled until complete payment to access the goods, pawn them to third parties or use them as security. Processing of our goods follows. Processing of our goods follows, insofar as legally admissible, to the exclusion of the acquisition of ownership according to sect. 950 BGB. Insofar as the customer becomes owner through processing of mixing, he transfers for security for our payment demands the co-ownership of the new object to us in the relationship for the value of the goods delivered by us to the otherwise agreed upon objects under the simultaneous agreement that he keeps these goods for us. A resale is allowed to the customer in the customary business course under the condition that the customer receives immediate payment or makes the reservation that the ownership is not passed on to the third party if this party has paid the full price, insofar we give our consent to the transfer of the ownership to third parties. The purchase price paid by the third party is received directly by the customer in the amount of our payment demands in trust with the obligation of immediately transferring the sum to us. For the case of resale, the customer concedes his future purchase price demand as security to us with completion of the transaction without special further explanation, we herewith accept the named concession. Until cancellation, the customer is authorized to accept the newly resulting purchase price demand. We reserve the right to collect the demands ourselves as soon as the customer does not meet his payment obligation properly and / or is in default of payment. Upon request, the customer is to inform us of his purchaser and inform him of the cession as well as give us the necessary documents for asserting our rights. Upon request by the customer, we are obliged to release the securities insofar as their feasible value exceeds our demands by more than 20%. The selection of the securities to be released are reserved. If the customer is in default of a due payment fully or partially, we are entitled after unsuccessful expiration to cancel the contract with an adequate deadline. Our right to cancel also exists if conditions become known which are suitable to reduce the creditworthiness of the customer. If we cancel the contract, we are entitled to specially store and have picked up the goods delivered by us at the cost of the customer. The customer already declares his agreement with completion of the contract that the person commissioned by us with the pick up can enter and drive on the property where the goods are found. Alternatively to the right of cancellation, we can demand security from the customer.
V. payment conditions
Payments are to be made within 30 days as of the billing date, at latest as of the delivery of the goods to the customer without any discounts, if deviating payment conditions have not been agreed upon in writing upon the completion of the contract. With payment within 14 days after billing and with advanced payments, we allow a 2% discount. For the timeliness of the payment, in all cases this depends on the receipt of the money on our account, this is also valid with payment by note and check. Notes and checks are only accepted for payment purposes. The payment is not valid until the check or the note is cashed in and no reversal debit has followed. The payment through note requires our previous written agreement, whereas the customer is to carry the expenses and costs involved in the note. If the customer is in default with his payment obligation or discontinues his payments, our full demands against the customer from all business transactions are immediately due. With exceeding the agreed upon payment date, the results of default will commence. We calculate the legal interest rate, currently 5% above the basis interest for consumers and 8% above the basis interest against the company or other person in the sense of sect. 310, Para. 1 page 2 BGB (German Civil Code). The enforceability of a higher default damage against proof is reserved. Rights of retention of the customer which are based on another contractual relationship are excluded. The same is valid for retention rights which are based on the same contractual relationship insofar as the customer is a business man or a person in the sense of sect. 310, Para. 1 page 1 BGB (German Civil Code) and the counter demand is disputed or not yet legally binding. The customer is not entitled to offset with a counter demand insofar as this demand is disputed or not yet legally binding.
VI. Reservation of Title
Our delivery times are basically unbinding. Agreements which deviate from this on a binding delivery time must follow explicitly and in writing. If we cannot deliver on time, we will inform the customer. If we for a reason which is our own fault are in delay of the delivery and if the customer has without success set an adequate deadline which is at least four weeks, he can cancel the contract. If the customer is a company, setting an extension of time is to follow in writing. Claims for damages of the customer due to a defect in the purchased goods or an infringement of the duties by the plant are excluded unless we or our vicarious agents have acted grossly negligent or intentional. Unforeseen events which are not our fault (e.g. lack of energy, delays in the delivery of components and other materials, import difficulties, operating and traffic disturbances, strikes, lockouts, acts of God) correspondingly extend the delivery time. If we, also after an adequate extension, cannot provide our services, both the customer as well as we are entitled to cancel the part of the contract which has not been fulfilled. Claims for damages on part of the customer are then excluded. If we cancel, we return to the customer the already made payments for services not rendered.
VII. Passing of the risk
The transport route and the transport method are determined by us. With the completion of a transport insurance, we are only obliged with an explicit and written instruction from the customer, the costs of this insurance are carried by the customer. Changes or deterioration of the goods during the transport or due to improper storage are not our responsibility. The goods are transferred to the customer as soon as the goods have left our plant or the warehouse even if we take over further services like shipment free of freight costs, delivery or the likes. If we have informed the customer that the goods are ready for shipment or pickup, the risk is passed on to the customer if he does not retrieve or pick up the goods and we have set an adequate time period without success.
VIII. Complaints, Liability for Defects, Warranty
1. Businessmen shall check the goods immediately after receipt. Noticeable defects shall be notified immediately after receipt of the goods in writing. If the buyer fails to do so, the goods shall be deemed as accepted and claims due to noticeable defects are excluded.
2a. If the customer is a businessman and if the defects of the goods have been notified in time, we first offer subsequent performance at our own choice by either repairing or delivering replacement. All customers shall grant us a reasonable period of time for subsequent performance.
2b. If our efforts to cure the defect fail within the reasonable period of time, the customer may demand at his own choice either a reduction in remuneration (reduction of the purchase price) or rescission of the contract (withdrawal). In case of a minor infringement of contract, in particular in case of minor defects, the customer shall not have a right of withdrawal.
2c. If the customer is a businessman and chooses to rescind the contract due to a defect of title or of quality after subsequent performance has failed, he is not entitled to compensation for the defect. If the businessman chooses compensation after subsequent performance has failed, the goods shall remain with the customer if this is acceptable to the customer. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This shall not apply if we fraudulently concealed the violation of the contract.
3. If the customer requests warranty service for defects of quality, the original defective products shall be presented to us on request. All products that are treated and processed in our company are subject to quality control which is completed with sealing the product. If the customer is a businessman, it shall be considered to be agreed that breaking the seal is an unauthorised change of our product excluding the assertion of warranty claims.
4. If the customer is a businessman, only our product description that is valid at the time of conclusion of the contract shall be considered to be agreed as condition of the goods; the right to any technical changes or improvements is reserved. If we are not the manufacturer of the product but receive it from third parties, any public statements, promotion or advertising of the manufacturer do not constitute any contractual specification regarding the condition of the goods.
5. We do not grant the customer any guarantees in the legal sense.
6. If the customer specifies the production process, material composition or shape of the product, we are not liable for the usability of the goods; a special check for usability and functionality of the goods manufactured in this way will only be carried out on placement of written order which shall be charged separately.
7. If we are hold liable according to § 478 of the BGB [German Civil Code], liability is realised by assigning our own claims against our suppliers to the customer; already now, the businessman accepts the assignment for such a case. The customer's right to reimbursement of costs arising during the assertion of claims against a supplier is excluded in any case if possible cost-incurring actions, in particular initiating legal proceedings, have not been coordinated with us in advance. If a claim against a supplier could not be taken into consideration or if the supplier refuses to be liable against the customer, it shall be considered to be agreed for the owner's liability, which is reactivated in such a case, that the customer must provide evidence that a defect claimed by the consumer was already present when the risk passed to the businessman; the right for compensation for damages not arising from the goods themselves is excluded if the cause of damage is not based on intent or gross negligence. The aforementioned release from liability shall not apply in case of personal injury.
8. Restrictions to the contractual or common use of the goods which are exclusively based on materials, dimensions, processing guidelines and/or methods specified by the customer do not constitute a defect.
IX. Limitations of liability
We shall not be liable towards companies in the event of any slightly negligent breach of minor contractual obligations.
In the event of any slightly negligent breaches of duty, our liability shall be limited to direct average damage that can be predicted and that is covered under the contract according to the type of goods; this shall also apply in the event of any slightly negligent breach of duty by our legal representatives or vicarious agents.
Any other claims by the customer than those stated above shall be excluded, irrespective of the legal grounds for doing so. We shall not therefore be liable for any damage that was not caused to the goods themselves, nor shall we be liable for any other financial losses sustained by the customer. The above exemption from liability shall not apply to any personal injury; it shall not apply to other kinds of damage insofar as the cause of damage is attributable to wilful intent or gross negligence; it shall not apply either if the damage is attributable to the absence of a quality that we have guaranteed. The exclusion of further liability for compensation claims shall not apply to claims in accordance with §§ 1, 4 of the Product Liability Act (Produkthaftungsgesetz).
For companies, the guarantee period is two years from the point the goods are delivered.
In the case of used goods, the limitation period is one year from the point the goods are delivered. This shall not apply if the customer fails to provide notification of the defect in a timely manner (§ 310 para. 1 section 1 of the German Civil Code (BGB)).
XI. Industrial property rights
Third party industrial property rights (patents, trademarks, industrial designs):
We shall take responsibility on behalf of the customer for claims arising from third party industrial property rights, and shall do so to the following extent:
1. A claim for compensation may only be made in the event of gross negligence or wilful intent.
2. If the goods delivered by us are made in accordance with the customer's drawings, descriptions or designs, then the customer shall assume responsibility for ensuring that no third party industrial property rights are breached as a result of our production and delivery of the goods as intended. Our liability for the intentional breach of industrial property rights shall remain unaffected by this.
3. If a third party submits a claim based on industrial property rights regarding the delivered goods, then the customer shall not have furnished evidence of this defect of title until a non-appealable judgment has been passed against him/her or us in this matter.
The customer shall reserve the right to take legal action against us.
We shall retain ownership and copyright of all of our own estimates, drawings and other documents; these shall not be made available to third parties and must be sent back at our request if the order is not placed.
XII. Place of performance, place of jurisdiction
If the customer is a company, then the registered office in Dörentrup-Humfeld shall apply exclusively as the place of performance for any deliveries and payments, as agreed in the contract. The District Court of Lemgo or the District Court of Detmold shall, at our discretion, be the sole places of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
XIII. Validity of the contract
The contractual relationship is subject to the laws of the Federal Republic of Germany. Application of the UN Convention on Contracts for the International Sale of Goods shall be excluded. The language of the contract is German. If one of the above provisions is ineffective or if the contract is found to contain a loophole which requires the addition of a provision, then the validity of the remaining provisions shall not be affected by this; the invalid provision or gap shall instead be replaced by a provision which most closely meets the economic purpose of the business and the interests of both parties.