General terms and conditions of sale and delivery

All offers, agreements and deliveries are based exclusively on the following terms and conditions. They shall be deemed to be accepted by placing an order or accepting delivery – also for all future legal transactions. Deviating conditions of the customer shall not become part of the contract, unless expressly accepted in writing, even if they are not expressly contradicted.

 

1. offers

a) Our offers refer to the respective valid price lists, catalogues and
Brochures.

b) Offers and stated delivery dates are subject to change. Offers are only
binding with order confirmation.

 

2. delivery

a) Orders for closed delivery are always delivered completely. If this is not possible in individual cases, the backlogged items will be delivered separately after production.

b) Small orders with a total value of up to € 100,- net will be added to the next larger order.

c) Unless otherwise agreed in writing, freight costs are generally borne by the recipient.

d) Additional costs will be charged for prescribed express and express mail shipments.

e) All deliveries shall be made upon handover to the carrier, but at the latest when the goods leave the factory or warehouse, at the risk of the buyer, regardless of the fact that the goods are delivered,
who pays the freight charges.

f) Operational disruptions and events of force majeure entitle us to postpone the delivery for the duration of the hindrance and a reasonable start-up time or to withdraw from the contract with regard to the part not yet fulfilled. Strikes, lock-outs and other circumstances which make the delivery considerably more difficult or otherwise impossible for us are equivalent to force majeure, regardless of whether they occur at our company or at a subcontractor. The buyer can demand a declaration from us as to whether we wish to withdraw from the contract or deliver within a reasonable period. If we do not make such a declaration, the buyer may withdraw from the contract. Under no circumstances can the buyer hold us responsible for the damage incurred.

 

3. warranty

a) Missing items of the consignment must be complained to the carrier immediately and before acceptance. If there is transport damage, an application for the determination of the damage must be made to the responsible carrier immediately after discovery, at the latest within one week.

b) We can only consider complaints of defects if they are received by us in writing immediately after discovery, but at the latest within 10 days of receipt of the goods.

c) Hidden defects which cannot be discovered within this period even with careful inspection must be notified in writing immediately after discovery, but at the latest 3 months after receipt of the goods.

d) No warranty or liability shall apply if the defect or damage is due to changes or improper handling of the goods by the customer or third parties. If our delivery or service or the design of the packaging is based on documents of the customer, such as drawings, sketches, models, etc., the customer shall assume the warranty for the correctness, completeness and feasibility of the designs. The customer is liable for the legality of the use of the documents made available to us. We are not obliged to verify this. The customer shall indemnify us against all claims which arise from the use of information or documents provided by the customer due to the infringement of industrial property rights of third parties or which result in damages to third parties due to the customer’s design specifications.

e) All claims for damages due to quantity or quality defects or delayed deliveries and services, in particular claims for damages due to defects and consequential damages, as well as other claims for damages against us or our employees, regardless of the legal basis, are excluded, unless the defect or damage is due to the absence of expressly warranted characteristics or can be proven to be due to intent or gross negligence. These regulations do not apply in the area of the Product Liability Act in the relationship between us and the non-commercial user of the product.

 

4. term of payment

a) Our invoices are payable net within 30 days of the invoice date.

b) If payment is made within 14 days of the invoice date and all invoices dated prior to this date have been settled, we grant a 2% discount.

c) In the event of overdue payment, we shall charge reminder fees and the usual bank interest from the due date.

d) Furthermore, we shall be entitled to make new deliveries dependent on the settlement of expired invoices, without existing contracts expiring.

5. retention of title

a) The delivered goods shall remain our property until the purchase price has been paid in full and until all past and future deliveries of goods within the business relationship, including all ancillary claims, claims for damages as well as cheque and bill of exchange claims, have been paid.

b) This also applies if the purchase price for certain goods deliveries designated by the buyer has been paid or individual claims are included in a current account and the balance claim is acknowledged.

c) The buyer is entitled to sell the goods subject to retention of title in the normal course of business. However, he is not permitted to pledge the goods or assign them as security. In the event of resale, the buyer’s claim shall be transferred to us in the amount of the purchase price agreed with us with all ancillary and security rights, including cheques and bills of exchange, without the need for a special agreement in individual cases. The buyer is obliged to insure the reserved goods against loss and damage at his own expense. He hereby assigns to us in advance his claims from insurance contracts and other compensation payments by third parties.

d) The buyer is obliged to inform us of our right of ownership and the extended reservation of ownership in the event of seizures as well as other access and enforcement measures by third parties on the reserved goods or the claims assigned to us and to inform us immediately.

e) If the buyer acts as a buyer of a group of companies, an association of wholesalers and retailers or in similar cases, he is obliged to pass on the extended reservation of title to affiliated wholesalers and retailers etc. in all sales within the group of companies. This also applies if the buyer authorises us to supply third parties directly.

f) If the realisation of our claims appears to us to be endangered, the buyer must, on request, inform his customers of the assignment and provide us with all necessary information and documents. We are entitled to demand the return of the reserved goods from the buyer without setting a grace period and without withdrawing from the contract if the buyer is in default with the fulfilment of his obligations. Taking back the reserved goods shall only constitute a withdrawal from the contract if we expressly declare this in writing.

g) If the value of the securities existing for us exceeds our claims by a total of more than 20%, we are obliged to release securities of our choice at the request of the purchaser.

 

6. export

Due to other legal regulations and existing distribution rights, we must make all export deliveries – even to a small extent – dependent on our prior consent.

 

7. reservation of right to pass on

The direct or indirect passing on of the articles delivered by us to other resellers, as well as to our own sales outlets/branches requires our express written consent. Otherwise we are entitled to stop our deliveries without notice, to withdraw from orders and to claim damages.

 

8. subsidiary and final provisions

a) We are entitled to store, process and transmit the data of the goods and payment transactions as well as the data about the buyer. The buyer agrees to this use of his data in accordance with the Federal Data Protection Act.

b) Should individual provisions of these terms and conditions of sale and delivery be or become invalid, the validity of the remaining provisions shall not be affected. The parties shall replace an invalid provision by a valid provision which comes closest to the economic purpose of the invalid provision.

 

9. place of performance and jurisdiction

The place of performance for all mutual performance obligations and the place of jurisdiction for both contracting parties, irrespective of the amount in dispute and including claims arising from cheques and bills of exchange, is Varel (Oldenburg) or – at our discretion – the customer’s general place of jurisdiction.