General Terms & Conditions
This is an english translation for informational purposes only, not a legal document. Please respect that only the Original German Version of this document is legally valid.
- General Conditions for contract conclusion
Unsere Angebote sind in Bezug auf Preis, Mängel, Lieferfrist und Liefermöglichkeit freibleibend. Unsere Handelsvertreter haben keine Abschlussvollmacht. Ihnen gegenüber abgegebene Erklärungen gelten erst nach Weiterleitung an die Geschäftsleitung als zugegangen. Bei Serienfertigungen gilt im Hinblick auf die Eigenart dieser Aufträge, vorbehaltlich einer abweichenden Vereinbarung, eine Mehr- oder Minderlieferung von höchstens 5% als vereinbart. Wenn wir nach Muster, Zeichnung oder anderen Unterlagen Teile fertigen, sind wir nicht verpflichtet, die evtl. Verletzung von Schutzrechten Dritter zu überprüfen. Wir sind von jeglichen Regressforderungen durch den Auftraggeber freigestellt.
Our offers are without obligation considering price, faults, delivery time and ways of delivery. Our sales representatives do not have power of attorney. Agreements made to our sales representatives will be only be regarded as noticed when forwarded to our executive team. For batch production runs a difference in total production number of -5% to +5% is regarded as agreed if no other arrangement was made in advance. If we reproduce from samples, drawings or other documents handed to us we are not required to scrutinize third party rights. Our customers exempt us to recourse claims from third parties.
We try to keep within appointed delivery times. In case we cannot deliver within the appointed timeframe the buyer has to give us a new appropriate deadline. Further claims are excluded as long as they do not base on purpose or gross negligence.
- Right of withdrawal
Events for which we are not responsible (for example Acts of God, strikes and lockouts, operational breakdowns, difficulties in the procurement of material and energy, transportation delays, insufficient work force, energy and raw materials, authority measures and difficulties in the procurement of permits, in particular import and export licenses) shall extent the period of delivery by the duration of the interference and its effects or withdraw us from our obligation to deliver. This shall also apply if such circumstances occur with our suppliers or during an existing delay in performance or a probable cause about the liquidity of the buyer.
- Approval and Shipping
Approval is always ex factory. Shipping to business customers will always be handled on his own risk. If a shipment is damaged the customer has to inform us immediately and correctly. If an order consists of multiple batches each batch has to be approved for and paid for individually by the customer. We may replace blemished parts within an appropriate period.
- Terms of payment
Our prices exclude Value added Tax and Packacking. Invoices will be send regularly after shipping and/or allocation of goods. With orders on call or contracts without a defined delivery date invoices will always be issued after finishing production. The customer can only assert setoff and retention rights if its counterclaims have become res judicata, or are undisputed.
- Retention of title
We reserve ownership of delivered goods until all receivables due from the customer under this business relationship have been paid and all checks and bills of exchange accepted from the customer in the course of business relations have been credited irrevocably. In case of an open account relationship, reservation of ownership shall be extended to the accepted balance.
The customer shall be obliged to treat the reserved goods with care and to maintain them; it shall be particularly obliged to insure them on its own account against loss and damages for their reinstatement value. The insurance policy as well as proof of payment of premiums shall be presented to us upon request. The customer assigns its insurance claims to us already at this point in time subject to the condition subsequent that ownership is transferred to the customer.
Handling and processing of reserved goods by the customer shall always be done on our behalf, in the sense of § 950 German Civil Code (BGB), without obliging us. New goods produced from the handling and processing of reserved goods shall be reserved goods in the sense of these terms and conditions. If reserved goods are mixed or combined with other goods by the customer, we shall acquire co-ownership in the new goods at the ratio of the invoice value of the reserved goods to that of other materials used. If our ownership expires in case the mixture is effected in such manner that the subject of the customer is to be considered the main subject, the customer shall assign us a pro-rata-co-ownership in the new subject already at this point in time and preserve the new subject for us without remuneration. The new subjects are reserved goods in the sense of these terms and conditions.
The customer shall be entitled to sell the reserved goods only in the proper course of business. It assigns to us, already at this point in time, the full amount of all receivables that accrue to it from the sale or use on behalf of a customer against the same or third parties.
Pledges or transfers by way of security or other disposal of reserved goods are not permitted. The customer shall inform us immediately in writing on pledges, seizures or other confiscations of the goods by third parties. Costs originating from the defense of any action affecting the reserved goods shall be for the account of the customer if they cannot be collected from third parties.
The customer shall be entitled to collect receivables assigned to us, as long as it meets its payment obligations to us from collected proceeds. If the customer fails to meet its payment obligations, we may revoke the resale and/or processing authorization and demand that the customer discloses the assigned receivables and the respective debtor to us, provides all statements necessary for collection, delivers the pertaining documents and informs the debtors of the assignment. In case of a default in payment, we shall be entitled to take back the reserved goods and the customer is obliged to deliver it. In order to obtain delivery of the goods, the customer shall acquiesce entrance to its premises. The return of reserved goods shall not constitute a withdrawal from the contract. If we withdraw from the contract, we shall be entitled to dispose of the items at our discretion.
If the value of securities exceeds our total receivables by more than 50 % we shall, upon request of the customer, release securities to the respective extent at our discretion.
Returns have to be announced in written form and include the order number or need to be confirmed by us in written form. We will have a parcel service or shipping company pick up the goods from your premises. This is also our agreement for a return. Direct returns to our address will only be accepted if in original packaging and free of charge in untouched and original condition. Processed goods will not be accepted as returns. On withdrawal of goods for medical technology we will charge 10% net of the total order as a restorage fee which is due at the time of the return. Shipping cost for not prepaid or not accepted shipments will be paid for by the sender. Also fees for storage or pickup of unapproved goods will be paid for by the sender.
We are only liable in cases of gross negligence and willful intent. We process all our orders by all means of professional knowledge. We inform our customers about the materials we use with all accessible and relevant information. Usual production tolerances are regarded as generally accepted by the customer when placing an order, especially material strength and colours. Warranty claims of buyers can only be accepted within 10 days of delivery of goods and in written form with no exceptions. Hidden defects need to be claimed correctly and immediately to us. Warranty claims for obvious defects from non-merchants may only be regarded when claimed in written form within 14 days after delivery. To meet the deadline the date of the postal stamp is binding. The warranty his limited to a supplementary performance. The customer has the right to cut prices if supplementary performances fail or to withdraw from his contract if not construction work is part of the claim. We may not issue any warranty if goods are produced from plans or specifications of the customer and defects or impressions base on these plans or specifications. Warranty claims are not transferrable.
- Invalidity of Terms
If any single section of these terms and conditions is invalid this does not affect all other sections.
- Place of performance – Court venue – Governing law
The place of business of our delivering site shall be the place of venue for any disputes arising from this purchase order; however, we shall be entitled to bring any action against the customer also before his general place of venue.
The exclusive place of performance shall be the place of business of our delivering site. (3) German law shall be applicable. The provisions of the UN Convention on Contracts for
the International Sale of Goods (CISG) of April 11, 1980, shall not apply
Edition Date: 31.12.2014