Terms and Conditions
1. Recognition of the terms of sale and order placement
All offers and agreements are subject to the following conditions; Deviating conditions of the customer, which are not expressly recognized in writing, are not binding:
All agreements become binding only with the written confirmation of the supplier. The same applies to additions, amendments and side agreements.
The information, drawings, illustrations and performance descriptions contained in catalogs, price lists or the documents accompanying the offer are approximate values in the sector, unless they are expressly designated as binding in the order confirmation.
The delivery time is only approximate. It begins with the date of dispatch of the order confirmation and is deemed to be complied with if the goods have left the factory at the agreed date.
The delivery time is extended adequately in the event of unforeseeable extraordinary events which the supplier could not avert despite the reasonable care according to the circumstances of the individual case insofar as they have a considerable influence on the completion or delivery of the delivery item. This includes, in particular, official interventions, operational disturbances, labor disputes, delays in the delivery of raw materials and auxiliary materials as well as the rejecting of a work piece. If delivery or performance becomes impossible due to the aforementioned events, the Supplier shall be released from the delivery obligations without the Customer being entitled to claim damages.
Unless expressly agreed otherwise, the prices are ex works, excluding packaging, freight, postage and value assurance. If a substantial change in certain cost factors occurs, the agreed price can be adjusted to an appropriate extent according to the influence of the relevant cost factors.
4. Terms of payment
The terms and conditions stated in the offer or the order confirmation apply to the payment. In the case of a target excess, the Supplier shall be entitled to charge interest on arrears at the rate of 3% above the respective discount rate of the Deutsche Bundesbank. Bills of exchange shall only be accepted for the sake of fulfillment and subject to their discountability. Discount charges are calculated from the maturity of the invoice amount.
If, after the conclusion of the contract, the supplier becomes aware of facts about a material deterioration of the purchaser’s financial circumstances that are capable of compromising his claim to the counter-performance, he may, up to the time of his or her performance, provide adequate security within a reasonable period or performance In case of consideration. If the purchaser fails to comply with the Supplier’s legitimate demand or fails in due time, the Supplier may withdraw from the contract or demand compensation for non-performance.
5. Shipping and risk transfer
Shipment is ex works and also with freight-free delivery at the risk of the recipient.
6. Retention of title
The supplier reserves the title to the delivered goods until the fulfillment of all claims arising from the business relationship, including future claims, from contracts concluded simultaneously or later with the customer. The purchaser is entitled to sell this product in the ordinary course of business as long as he meets his obligations arising from the business relationship with the supplier in time. However, he may neither pawn nor secure the reserved goods. It is obligated to secure the rights of the supplier to purchase the reserved goods on a credit basis.
In the event of a delay in payment by the Purchaser, the Supplier shall be entitled to demand the provisional publication of the reserved goods at the expense of the Purchaser even without exercising the right of withdrawal and without postponing performance.
Any processing or further processing of the reserved goods is always carried out by the customer for the supplier. If the reserved goods are processed or mixed with other items not belonging to the supplier, the supplier acquires the ownership of the new item in proportion to the invoice value of the reserved goods to the other processed or mixed objects. If goods of the supplier are combined or inseparably mixed with other items to form a uniform item, and if the other item is to be regarded as the main item, then it is agreed that the customer transfers ownership to the supplier. The purchaser shall keep the property or co-ownership for the supplier.
All claims and rights arising from the sale of goods in which the supplier is entitled to ownership rights, the purchaser assigns to him as of now. The supplier accepts the assignment herewith.
The purchaser must notify the supplier immediately of the enforcement measures of third parties in the conditional goods or the claims or other collateral assigned to the supplier, giving the documents necessary for an intervention.
If the goods delivered are defective, the supplier shall – at his discretion and without prejudice to further claims for warranty of the customer – refill or supply replacement parts.
The determination of such defects must be notified to the supplier immediately in writing – in case of recognizable defects at the latest 8 days after receipt of the goods, in the case of hidden defects immediately after recognizability.
No liability is assumed for damage resulting from the following reasons: unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent treatment, as long as they are not attributable to the fault of the supplier.
In order to carry out all subsequent improvements and substitute deliveries which appear necessary to the Supplier at our discretion, the Purchaser shall, after agreement with the supplier, have the necessary time and opportunity, otherwise the Supplier shall be released from liability for defects.
The supplier shall bear the costs of the replacement part, including the dispatch, as well as the reasonable costs of removal and installation, to the extent that the complaint proves to be justified by the direct costs arising from the rectification or replacement delivery. Otherwise, the customer bears the costs.
Claims for damages resulting from default, culpable infringement, contractual obligations, from negligence on conclusion of the contract and from tortious act shall be excluded, unless they are based on intent or gross negligence on the part of the supplier or his executive employees.
Liability is also limited to gross negligence in the event of damages foreseeable at the time of conclusion of the contract.
8. Fulfillment and jurisdiction
The place of performance for all obligations arising from the contractual relationship is Dingelstaedt.
Court of Jurisdiction is the District Court of Mühlhausen.