Sales and Terms of Delivery Conditions valid from the 6th of January, 1997
Contracts and deliveries owing to your order shall be accepted and carried out within the framework of our business relationship exclusively in accordance with our following Terms of Business.
1.01 For all quotations, confirmations of order and contractual deliveries, our Sales and Terms of Delivery Conditions of the 6th of January 1997 apply exclusively.
1.02 Our quotations are not binding and are without obligation. Drawings, illustrations, dimensions, weights or other technical data are only binding when this has been otherwise expressly agreed.
1.03 We reserve all property rights, intellectual property rights and copyright to all prospectuses, catalogues and all other quotation documentation.
1.04 We expressly contradict the terms and conditions of purchase of the buyer.
1.05 Sales and agreements effected by our employees are legally valid only upon the receipt of our written confirmation of order.
1.06 The rights conferred under the contract are not transferable. Assignments are permissible with our consent only.
1.07 Our General Terms of Business and Terms and Conditions of Sale are considered to be a part of the contract. Counter-provisions of the buyer by reference to his Terms of Business or Purchasing Terms and Conditions are herewith contradicted. Deviations from these Terms of Business are effective only when the seller has confirmed them in writing.
2.01 The valid prices on the day of delivery will be invoiced.
2.02 Unless otherwise agreed, the prices are understood to be plus the legally applicable value added tax on the day of delivery without any further deductions.
2.03 Quoted prices prior to the signing of a contract are valid as long as an order is placed within 30 days.
2.04 The prices are quoted as net ex works.
3.01 Quoted or stipulated delivery dates shall not be deemed to be fixed dates.
3.02 Claims for compensation may not be derived from failure to keep the estimated delivery date.
3.03 Partial deliveries are allowed, each one shall be deemed to be an individual transaction.
3.04 With the handing over of the goods to the forwarding agent or external freight carrier – not own factory transport – the risk – including the risk of confiscation – passes to the buyer.
3.05 The agreement to liquidated damages in the event of non-acceptance or delayed receipt of the delivery is forbidden for both contracting parties in every case.
3.06 Delivery free unloading point without unloading, assumes that there is suitable vehicular access.
3.07 For steel, deviations in size, weight and quality are permissible in accordance with the normal DIN tolerances.
3.08 In the event of delays in delivery and in performance due to Force Majeure and events which make delivery significantly more difficult or impossible for the vendor – to these belong especially strikes, lockout, official orders, etc., even if they occur at the suppliers of the seller or their sub-contractors – the seller shall not be held responsible, even where there are binding delivery times and deadlines. They give the seller the right to postpone the delivery for the duration of the hindrance plus a reasonable restarting time or, because of the not yet fulfilled part, to withdraw completely or in part from the contract.
3.09 Returns shall be dealt with according to mutual consultation and credit note subject to the deduction of a justified part of the costs.
For defects, to which the absence of guaranteed properties also belong, we accept liability as follows, whereby these provisions also apply to the delivery of goods other than the contractual products:
4.01 Defects must be notified in writing without delay following their discovery and with the immediate halting of any processing, use or any assembly. The notification of obvious faults after the expiry of 10 days following the receipt of goods at their destination is excluded. If the buyer does not give us immediately the opportunity to convince ourselves of the defect and / or especially at our request, does not promptly make the rejected goods or samples of them available, then the claim for defects shall become invalid.
4.02 In the event of a prompt, justified claim for defects, we will take back the defective goods and replace them with goods free of defects; alternatively, we reserve the right, subject to the reasonable interests of the buyer, tochoose to refund the undervalue or to rectify the goods. If we do not meet our responsibility to replace or repair the defective goods, or fail to meet such in accordance with the contract, then the buyer has the right to a reduction in price or, according to his wishes, the cancellation of the contract.
4.03 All claims under warranty by the buyer and customer of commodities shall lapse 6 months after delivery.
4.04 If the operating and maintenance instructions of the seller and / or manufacturer are not followed, changes to the products are made, parts are replaced or consumable products are used which do not comply with the original specifications, then all guarantees are cancelled.
5.01 Where nothing else has been agreed, our invoices must be settled within 21 days of the invoice date without any deductions.
5.02 If the period allowed for payment is exceeded, we charge late payment interest at the rate charged by commercial banks for current account overdraught facilities plus the applicable legal value added tax.
5.03 If the buyer has outstanding claims against us, we have the right to settle at value date.
5.04 The buyer can set off undisputed or legally valid counterclaims against our demands.
5.05 In the event of late payment of invoices, we will settle earlier still open invoices first with the refusal of any discount.
5.06 If, after the signing of the contract, any serious and significant reservations concerning the ability to pay and the credit worthiness of the buyer arise, then we as seller, before delivery and in amendment to any affected agreement, can require payment in advance or securities or withdraw from the contract. For deliveries already made, any possible agreed payment terms shall become void, this means, all our outstanding accounts shall become payable immediately.
5.07 The customer does not have the right of retention. He is entitled to offset, withhold or reduce payment, even if defect claims or counterclaims have been proven, only if the counterclaims have been determined as legally binding or are indisputable.
6.01 The delivery of goods on account is made subject to the safeguarding of, and agreement to, our retention of title.
6.02 The deliveries remain our property in accordance with the law and also contingent upon the continuous outstanding balances of the customer, up to the payment in full of all, also our future accounts receivable arising against the customer, arising from the business relationship, also with the payment of designated individual invoices, as long as the account is not settled and does not show an account balance of “zero”.
6.03 The purchaser is forbidden the pledging or use of the goods delivered under retention of title as security.
6.04 On settlement of the account and on payment ahead of schedule, the previous title to the goods passes without restrictions to the buyer.
6.05 In so far as the goods subject to retention of title are worked or processed, the working or processing shall be carried out for us for reasons of an administrative relationship. In the event of processing, combination and mixing with other goods not belonging to us by the buyer, we shall be entitled to co-ownership of the new goods in relationship to the value of the retention of our property rights. The buyer shall keep safe the co-ownership for the seller. The assignment of the claim from the resale shall only apply to the amount of the invoice value of our goods subject to the retention of title. If the goods of the buyer subject to retention of title are used to fulfil a contract, then the claims out of the contract shall be assigned to us. In the event of late payment, the buyer shall be obliged to advise his third-party buyer of the assignment in advance.
6.06 With the delivery of goods subject to retention of title we have the right, in the event of late payment and misgivings about payment, to disclose the undisclosed claims assigned in advance.
6.07 In the event that third parties have access to the goods subject to retention of title as well as all other forms of the limitation of our property rights, the third parties must be informed immediately of our property rights by the buyer and we must be informed immediately of the event.
6.08 For behaviour by the buyer contrary to the contract – especially late payment – we have the right to repossess the goods subject to retention of title or, as the case may be, to demand the assignment of the buyer's right to recovery against third parties.
7.01 In so far as nothing above has been regulated otherwise, all claims against us lapse, regardless of the legal basis, at the latest, one year after the transfer of risk to the buyer, as long as the statutory period of limitation is not shorter.
7.02 All claims not explicitly acknowledged in these Conditions, especially such as compensation arising from impossibility, default, breaches of contractual ancillary obligations, being encumbered with debts at the signing of the contract, unauthorized actions, shall be excluded, also in as far as they are associated with the warranty rights of the buyer – unless we are statutorily liable in cases of intent or gross negligence.
8.01 Place of fulfilment for deliveries and payment is the company headquarters - Torgau.
8.02 The contracting partners agree that Leipzig is the place of jurisdiction, as long as the buyer is a fully qualified merchant as defined by the German Commercial Code (HGB), a juristic person of public law or a separate property under public law, namely, exclusively for all disputes arising directly or indirectly from the contractual relationship. For default action processes, the exclusive jurisdiction of the local court of the place of general jurisdiction which the applicant has as his place of residence.
9.01 Should a provision in these Sales and Terms of Delivery Conditions, or a provision within the framework of other agreements become ineffective, then the effectiveness of all other provisions or agreements shall not be affected by this.