Terms and Conditions

 General

Our deliveries, performance and offers are made exclusively in accordance with these business terms and conditions. These therefore also apply for future business relationships even if not expressly agreed again. These terms and conditions shall be deemed accepted at the latest on acceptance of goods or performance. Customer’s confirmation to the contrary based on his own business or purchase terms and conditions is hereby contradicted.

Price and Payment Terms

  1. Prices are in Euro (ECB EURO) and apply ex works and, in the domestic market, plus the applicable VAT and do not include freight, postage, insurance and delivery costs and, for the foreign market, do not include customs duty or fees or any other public levies. Should it be necessary to use special packaging this will be billed to customer.
  2. Our invoices are due for payment immediately without deduction unless otherwise agreed. The payments must be made net cash at the place of payment, whereby payments to third party, for example intermediaries or representatives are made at payer’s risk.
  3. If the financial situation of the orderer worsens considerably after conclusion of contract or if the worsening of the financial situation is first recognized after conclusion of contract we have the right, in the case of an endangering of the counter performance, to withhold deliveries which have not yet been sent or demand a reasonable prepayment or security.
  4. A set-off on the part of the orderer can only be considered when there is an undisputed or legally binding counterclaim. He can only assert his right to retention if it is based on claims from the same contractual relationship.

Delivery Times

  1. Delivery times are non-binding and begin with the conclusion of the contract. They can only be binding if agreed in writing. They are deemed as fulfilled if the goods have left the warehouse before the deadline is reached or the orderer has been informed that they are ready to be dispatched.
  2. If dispatch or delivery is delayed at the wish of the orderer by more than one month after he was informed that it was ready to be dispatched we have the right to charge the orderer storage fees of 0.5% of the price of the delivery at most 5% for each commenced month. Proof of higher or lower storage fees remains unaffected for the contractual parties.

Cancellations, Delay of Acceptance

  1. If the orderer cancels for any reason for which we cannot be held responsible we are entitled to demand from the orderer flat rate compensation or damages (cancellation costs), the amount being dependent on the time of cancellation in relation to the probable / agreed delivery date: up to six weeks before the cancellation costs are 15% and less than 6 weeks 20% of the net sum of the order. The cancellation costs are set higher or lower if we can prove a higher sum or the orderer can prove a lower or no payment or a lower or no damages have arisen.
  2. The orderer is obliged to accept the goods within 7 days after receiving notification of their availability. In the case of non-acceptance we can make use of our statutory rights. If we demand compensation this is 20% of the net sum of the order. Compensation is set higher or lower if we can prove higher damages or the orderer can prove lower or no damages have arisen.

Retention of Title

  1. We reserve the right to title to the goods until payments due to us have been made in full. If the orderer is a merchant as defined by the German Commercial Code we reserve title to the delivery items until all claims including future and conditional claims from the business relationship have been paid.
  2. The orderer is not entitled to encumber the goods under retention of title or to use them as security. We must be notified immediately of intervention of third party on these goods, in particular seizures. If third party seizes the goods the orderer shall indicate our right of title and notify us immediately in order that we can assert our right of title. If third party is not able to pay the court or other costs arising from this matter the orderer is liable for these.
  3. If the orderer is in breach of contract – particularly default of payment – we are entitled to withdraw from the contract and to demand the return of the reserved goods. The orderer is obliged, until full payment of the goods is made, to keep us informed of their whereabouts.

Liability for Material Defects

  1. The goods will be delivered free of construction, production and material defects; the period of limitation for assertion of possible defect claims for newly produced items is one year after transfer of risk if the orderer is not a consumer. The shortened period of limitation under (1) does not apply in cases of intent, gross negligence or harm to life, body or health, or in the case of fraudulent intent or if we give our guarantee. In such cases the statutory period of limitation applies. The sale of used goods is carried out under exclusion of all liability for material defects, if the orderer is not a consumer. If the orderer is a consumer the period of limitation is one year.
  2. If our operating instructions are not followed and / or if changes are made to the goods claims based on the defectiveness of the goods shall cease to apply, unless the orderer can refute a corresponding substantiated assertion that the defect was caused by one of these factors. The same applies if the defect is caused by poor installation, faulty or negligent handling or storing, changes without our written consent, inappropriate operating conditions or chemical, electrochemical, electrical influences and weather or other natural influences we are not responsible for. No claims for defects can be made in the case of a minimal deviation from the agreed quality or minimal impairment of serviceability or natural wear and tear.

Liability

  1. Orderer’s claims for compensation and expenditure on whatever legal basis in particular on the grounds of breach of contractual obligations and tort shall be excluded.
  2. This does not apply in cases of mandatory liability, e.g. for guaranteed specifications pursuant to the laws on product liability, in cases of intent, gross negligence or harm to life, body or health, or in the case of fraudulent intent or breach of substantial contractual obligations. Claim for compensation for breach of substantial contractual obligations is, however, limited to foreseeable damage typical for this contract; claims cannot be made for lost profit, saved expenses, compensation claims of third party or other indirect or consequential damage. This does not apply when a specification guaranteed by us is intended to protect the orderer from such damage and /or in cases of intent, gross negligence or liability exists for harm to life, body or health. The above regulations do not lead to a change in the burden of proof to the orderer’s disadvantage.
  3. In as far as our liability is excluded or limited this shall also apply to our employees, representatives and agents.

Final Provisions

  1. If the orderer is a merchant, legal entity under public law or special fund under public law the place of performance is 32457 Porta Westfalica and place of jurisdiction for all disputes arising from the contractual relationship including cheque and promissory note and document proceedings is the place of the court competent for our registered office. We are, however, entitled to sue the orderer at his general place of jurisdiction.
  2. All contracts shall be governed by German law, to the exclusion of the Convention of the United Nations on the international sale of goods.
  3. In as far as the written form is required by these terms for notifications or declarations, communication by fax or by e-mail is valid.
  4. Should individual provisions of these terms and conditions be ineffective the other provisions shall not be affected. Together with the orderer we will replace the ineffective provisions within reasonable bounds and in good faith with ones which are most suitable for the economic purpose of the contract without significantly changing the contractual content. The same applies if a necessary regulation is not explicitly stated.

Status July 2018