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Terms and Conditions of Sale and Delivery

Updated 2015.01.01

I.      General

By placing an order, the customer shall accept the following terms and conditions of business. Other terms and conditions shall become an integral part of the contract only if we agree to them in writing. Oral agreements shall be valid only if we confirm them in writing.

II.      Deliveries, transport risks

Deliveries, services and charges shall be made according to the prices and conditions applying on the day of dispatch or acceptance. This condition shall not apply to customers who are not commercial purchasers if the goods ordered are to be delivered within four months after conclusion of the contract. All prices shall be quoted ex works (Beverungen).

Delivery shall be made, on the route chosen by us, by rail, post or truck from the factory. In all cases, the goods shall be transported at the purchaser’s risk. Delays in transport shall also be the purchaser’s liability. No reduction shall be granted for collection from the factory. Necessary packing materials shall be charged at cost price. In the case of custom-made items, acceptance of the product shall take place in our factory. Costs for acceptance, travel and accommodation for the ordering party’s acceptance representative shall be borne by the ordering party. If the purchaser declines acceptance or makes no declaration on the matter within five days of the order, the goods shall be deemed to have been accepted as soon as they leave the factory. Costs for tools that need to be made or procured shall be shared proportionally. This shall not give rise to a right of transfer of ownership. The tools shall remain our property.

III.      Delivery times

We shall specify delivery times only after careful consideration, taking the customer’s wishes into account. Even then, such delivery times can only be approximate and non-binding. In the event of default, which shall be deemed not to have occurred if the delay is due to circumstances beyond our control, all claims for compensation from the purchaser relating to loss from the delay (Section. 286 (1)of the German Civil Code (BGB)) shall  therefore be excluded to the extent permitted by law. Compensation for damages on grounds of non-fulfilment shall be granted only if the loss incurred is caused by our gross negligence or wilful intent. In all cases, the seller shall retain the legal right to withdraw from the transaction after granting a reasonable grace period of one month. If the order is for a custom-made item that is in progress at the time the grace period is set and cannot be completed for reasons beyond our control, the grace period shall be three months.

IV.      Warranty

Our statements on weight, design etc. shall serve to provide no more than a general description. They shall not constitute guaranteed qualities, unless otherwise agreed in writing. The ordering party must examine the delivered goods immediately upon receipt and notify us immediately of any visible defects. The notification must be received by us no later than one week after delivery. Once this term has expired, claims for visible defects may no longer be made. Notification of non-visible defects must be made in writing within one week of their becoming apparent. After a period of six months, notification of defects shall no longer be acceptable. In addition, for ordering parties who are commercial purchasers, the other legal obligations to examine and notify shall apply. In the case of justifiable complaints – in consideration of the fact that deviations in design and dimensional accuracy within degrees of tolerance customary in the industry shall not be deemed to be defects – we shall, at our option, provide subsequent performance, a replacement delivery or repayment of the purchase price once the goods that are the subject of complaint have been returned. Should the subsequent performance  or replacement delivery result in failure, the purchaser shall have the right to reduce payment or to demand  rescission of the purchase agreement.

Further claims, in particular claims for damages of whatever kind, including indirect damages, shall be excluded, unless the damage has been caused by gross negligence or wilful intent on our part. No warranty shall be assumed for goods that are not new. The same shall apply to defects caused by improper use, the intervention of third parties, wilful damage, normal wear and tear, improper handling or assembly, and such like.

V.            Payment

Our invoices shall be payable  with 2% discount within ten days of their date of issue, or without any discount within 30 days of their date of issue.

Bills of exchange and cheques shall  be accepted only after express written agreement, on account of performance and with charges paid. In cases of arrears (30 days from the invoice date), we shall have the right to charge 1% interest per month on the open claim. We reserve the right  to assert a further claim for damages. In addition to the cases foreseen by law, we shall have the right to withdraw from the contract and to decline completion of current contracts if a petition to institute insolvency proceedings is filed against the ordering party or if such proceedings are not instituted for  lack of assets or if a petition to institute composition proceedings is filed. The same shall apply if the ordering party must make an affidavit pursuant to Section 807 of the Civil Proceedings Regulations (ZPO) or if we become aware of the ordering party’s difficulties in meeting its financial obligations or of a significant deterioration in its assets. If we assert our right to retain title, in particular by taking back the goods, which we may do if the term for payment is exceeded or our claim to ownership is at risk, this shall not be deemed a withdrawal from the contract.

VI.            Retention of title

We shall retain title to the goods that we have delivered until payment for all the purchaser’s obligations has been made in full, even if the due amount has been deposited in a current account and the balance has been confirmed. The purchaser may sell the goods or process them further in the course of normal business proceedings. The new goods resulting from processing or combination shall also be covered by our retention of title. The processing shall therefore be made on our behalf without placing us under any obligation. If joint title arises, we shall acquire a share proportionate to the book value of the goods that we delivered subject to retention of title in relation to all the materials used in the production of the new goods. Should the ordering party acquire sole title, the parties agree here and now that this shall be transferred to us in the same proportion.

The purchaser shall assign to us the claim arising from the sale of goods subject to retention of title here and now at the level of the respective book value with priority over the rest. Should this assignment result in our securities being valued more than 20% above our total claim, we shall be obliged, at our option, to release the existing securities above that value if demanded to do so by the ordering party or its creditors.

The purchaser shall accept the assigned claims in its own name. We shall not avail ourselves of the additional existing right of withdrawal provided that the purchaser duly fulfils its obligations to pay. The ordering party shall not be entitled to transfer ownership of  the securities or pledge the goods subject to retention of title. If so requested, it must notify its customers of the assignment and confirm our title in writing, and provide us with the necessary information together with the required documents or else  permit copies to be made. The ordering party shall inform us immediately in writing if the value of our property is endangered by a pledge or other measures. We shall have the right to demand the return of the goods that are subject to retention of title if one of the reasons for withdrawal listed in Clause V should arise, or to retrieve them through our own employees. For this purpose, we shall have authority to enter the ordering party’s business premises. Otherwise, the powers of disposal granted above shall no longer apply.

VII.            Compensation for damages

No compensation for damages may be claimed from us in any case that is not based on the gross negligence or wilful intent  of our employees.

VIII.            Place of performance, place of jurisdiction

The place of performance and the place of jurisdiction for commercial ordering parties shall be Beverungen or Höxter. This shall also apply to claims regarding bills of exchange or cheques. In all cases, the laws of the Federal Republic of Germany shall apply without giving effect to the Uniform Law on the International Sale of Goods.