Our deliveries and services shall be carried out exclusively based
on the following terms, also in the future, even if we do not specifically
refer to them in individual cases. Their validity can only be fully
or partially excluded through explicit written agreement at the
conclusion of the individual transaction. General terms and conditions,
in particular the customer's purchasing terms shall not apply to
our deliveries and services. They shall not be binding to us, even
if we do not specifically oppose them in individual cases; we oppose
them herewith. Our general terms of delivery and sales shall be
deemed accepted at the latest upon receipt of the goods or services.
I. EXTENT OF THE OBLIGATION TO DELIVER
- Our offers are subject to change without notice, even if given
in response to a customer's enquiry. A legally binding relationship
with the customer shall generally only exist if we have confirmed
the order in writing, which may also take place via telegram,
fax or computer-written without a signature; the same applies
to amendments or supplements to contracts.
Our written order confirmation shall be authoritative regarding
the scope, type and time of the delivery.
- We reserve the right to alter designs. Our catalogues are being
constantly revised. Illustrations and diagrams in our catalogues
are not binding and not part of the agreed quality. They shall
neither substantiate a guarantee of durability nor of quality.
- The documents belonging to the offer such as drawings, data
sheets, illustrations, plans etc. are only approximately authoritative
unless explicitly described as binding. The documents shall remain
our property; we reserve all rights to them. They may not be made
accessible to third parties without our written agreement and
must be returned to us immediately at any time upon demand.
- Blanket orders must be called and accepted in good time and
in the agreed quantities. We may demand binding agreement of duration,
manufacture batch sizes and delivery deadlines within 3 months
of order confirmation in the case of blanket orders where these
details have not been agreed. If the customer does not meet this
demand within 3 weeks we shall be entitled to set a two-week period
of grace and, after this period has expired without results, to
withdraw from the contract or refuse to deliver and claim damages.
If the contract quantity is exceeded by the individual calls,
we shall be entitled but not bound to deliver the excess. We may
charge for the excess at the prices valid at the time of calling
- Prices are always in euros. The statutory turnover tax shall
be charged additionally at the respectively applicable level.
- Prices apply to domestic deliveries uninsured ex works and excluding
packaging; deliveries abroad free German border or FOB German
air or sea port, including export packaging and transportation
- Surcharges and additional charges on top of the agreed fees
shall be permitted if circumstances such as increases in material
costs, wages or energy costs, increases in public charges etc.
force us to do this and the delivery or service is to take place
later than 4 months after the conclusion of a contract. In the
case of other increases in price, the customer shall have the
right of rescission if the list price has increased considerably
more than the general cost of living. Deliveries of follow-up
orders which took place after the date of a price change shall
be charged at the new prices without the customer having the right
- The delivery period shall begin when the order confirmation
is sent, however not before all the details of the execution of
the order have been clarified or before any agreed advance payment
or supply of materials has been received. The delivery period
has been observed if the object of delivery has been dispatched
or collected before expiry of the delivery period or the customer
has been informed that the goods are ready for dispatch, if shipment
has not taken place without it being our fault.
- Force majeure and other events we are not responsible for which
may jeopardise the smooth processing of the order, in particular
delays in delivery on the part of our suppliers, transport problems
and production breakdowns, industrial disputes, shortage of materials
or energy, shall entitle us to fully or partially withdraw from
the contract or postpone delivery without the customer accruing
claims for damage. The customer may demand a declaration of whether
we wish to withdraw or fulfil the contract within a reasonable
period. If we do not specify, the customer may withdraw from the
The previously described events or circumstances are not our responsibility
even if they occur during an already existing delay in delivery.
- In the case of a delay in delivery which we are responsible
for, an appropriate period of grace shall be granted to us. After
this period has expired, the customer may demand compensation
and/or withdraw from the contract if the goods have not been reported
ready for dispatch or delivered by the expiry of the period. A
right of rescission does not exist if the delay in delivery, i.e.
the delivery period being exceeded, is beyond our control.
- The customer is only entitled to compensation instead of performance
if the cause of damage results from intent or gross negligence
on our part. This does not apply if the transaction is due for
delivery by a fixed date.
- Delivery obligations and deadlines shall be suspended if the
customer is in default with acceptance of goods or other obligations
without our rights being affected by the customer's default or
if the customer has exceeded the credit limit allowed by us. In
this case the risk of loss or deterioration of the goods sold
shall pass to the customer at the time the customer defaults.
- The originally agreed delivery deadline shall be cancelled if
an alteration of the order takes place with our written approval.
- Appropriate part deliveries and deviations (max. +/- 10 %) from
the order quantities are permissible as long as these are reasonable
for the customer, taking into account the customer's interests.
- Weight and number of the delivered goods as determined by us
are decisive for invoicing.
- Dispatch shall generally take place at the customer's expense
and risk from a place determined by us.
- Packaging, mode and route of dispatch shall be chosen by us
at our complete discretion if the customer has not expressed any
particular wishes. Additional expenses for special requests shall
be borne by the customer. We shall take no responsibility for
the cheapest shipping method.
- If dispatch or delivery is delayed at the customer's request
we may charge for storage at 0.5 % of the invoice amount for every
new month, starting from one month after notification that goods
are ready for dispatch. Storage costs shall be limited to 5 %
of the invoice amount unless we can prove greater expenses.
- We are entitled to set the customer an appropriate time limit
for acceptance and after expiry of such without result to demand
immediate acceptance and compensation for damages caused by default.
V. TERMS OF PAYMENT
- The terms stated in our order confirmation shall apply to payment;
payment for domestic deliveries must generally be effected within
14 days after the invoice date with 2% cash discount or within
30 days without discount. Additional services such as printed
documents, tools, work performed etc. must be paid without discount
immediately after receipt of the invoice. Payments for deliveries
abroad must generally take place via irrevocable confirmed letter
- Cheques shall only be accepted with the usual proviso, bills
of exchange only after special agreement. Discounting charges
shall be borne by the customer. They must be paid to us on negotiation
of the bill of exchange. In all cases, the day of payment is the
day on which the amount paid is at our disposal.
- If payments are deferred or effected later than agreed, interest
at 8% above the applicable base rate of the European Central Bank
shall be charged, without requiring a reminder. We reserve the
right to assert further damages for default. The customer is entitled
to prove lower damages for default.
- The customer is not entitled to set off with counterclaims unless
the customer's demands are recognised by us, undisputed or established
finally and absolutely. The customer has no right of retention
as a result of contested counterclaims.
- All our receivables shall become due immediately independent
of the duration of any accepted and credited bills of exchange
if the terms of payment are not complied with or circumstances
become known, which are capable of reducing the credit rating
of the customer. In this case we shall also be entitled to only
carry out outstanding deliveries against prepayment or security
deposit or to withdraw from the contract and/or demand compensation
in place of performance after an appropriate period of grace.
In addition we may also prohibit reselling and processing of the
delivered goods and demand their return or assignment of possession
of the delivered goods at the customer's expense and revoke the
authorisation to collect according to section IX. 7. The customer
shall authorise us now to enter its premises and remove the delivered
goods in the cases stated.
- Payments are generally charged against the oldest valid invoice.
As long as an older invoice is outstanding, the customer is not
entitled to claim a cash discount on payment of later invoices.
VI. COMPLAINTS AND NOTIFICATION OF DEFECTS
- We must be immediately informed of complaints due to incomplete
or incorrect delivery or recognisable defects in writing, however
at the latest within 2 weeks of receipt of the goods. We must
be informed of other defects immediately, however at the latest
within 2 weeks of discovery. Guarantee claims are excluded if
complaints or notifications of defects are not made in due time.
If notification is made in due time we are committed to give a
guarantee according to section VII.
- In the case of damage to goods in transit, the customer must
provide us with a damage report from the railway or post office
or from the carrier.
- Defects in parts of the delivered goods do not entitle the customer
to complain about the entire delivery, unless a part delivery
is of no interest to the customer.
- In the case of defects in the delivery items we are entitled
at our choice to remove the defect or deliver a replacement within
a guarantee period of 12 months. This shall not apply if the law
prescribes obligatory longer periods. In the case of removing
a defect we are committed to bear all expenses for the purpose
of removing the defect, in particular transport, labour and material
expenses, as long as these are not increased by the fact that
the delivery items have been taken to somewhere other than the
place of delivery.
- The customer shall grant us sufficient time and opportunity
to eliminate the defect at our discretion. Replaced parts pass
into our possession.
- If the elimination of the defect is unsuccessful, we let an
appropriate period of grace granted to us expire without delivering
again or eliminating the defect, or if elimination of the defect
is impossible or we refuse to carry it out, the customer has the
right of rescission or a price reduction. The same applies if
we are not able to eliminate the defect.
- The guarantee does not apply to defects and/or damages due
to natural wear and tear, neither does it apply to defects or
damages caused by incorrect or negligent handling, excessive stress,
unsuitable use, incorrect operation etc and such influences which
are not provided for in the contract, as long as the damages are
not our responsibility.
- The claim to a guarantee may not be passed on to a third party
without our agreement.
- If improper alterations and repair work have been carried out
on the delivery items by the customer or a third party, we are
not responsible for any resulting defects.
- For items produced mainly outside the company our guarantee
is limited to assigning the guarantee claims which we are entitled
to against the supplier of these items, unless the satisfaction
from the assigned claim is unsuccessful or the assigned claim
cannot be enforced due to other reasons.
- Further claims by the customer regardless of the legal reasons
against us shall be excluded unless otherwise stated in the following,
in particular claims to compensation for damages which are not
created or exist directly in the delivered goods (e.g. lost profits,
consequential damage, other pecuniary losses); this release from
liability shall not apply if we are statutorily liable due to
intent, gross negligence or a promise of guarantee, or if a fundamental
contractual obligation has been violated, likewise in the case
of bodily harm.
In the case of negligent but not grossly negligent violation,
our liability shall be limited to replacement of the typical,
- The above provisions shall apply correspondingly to delivery
of other goods than stated in the contract.
VIII. LIABILITY, LIMITATION
- The exclusion and limitation of our liability for damages as
stated in section VII.8. shall apply correspondingly to all cases
of our liability for damages due to violation of duties as a result
of legal obligations and similar and as a result of tort. This
shall not affect claims according to articles 1, 4 of the Product
Liability Act as well as claims due to impediments to performance
at the conclusion of a contract or when it is impossible to perform
due to circumstances under our control. This release from liability
shall not apply if we are obligatorily liable due to intent, gross
negligence or a promise of guarantee, or if a fundamental contractual
obligation has been violated, likewise in the case of injury to
life and health.
- If our liability for damages is excluded or limited, this shall
also apply to the personal liability of our executive bodies and
employees as well as vicarious agents.
- The claims of the customer stated in paragraph I are subject
to a limitation period of 24 months, calculated from the end of
the year in which the risk is passed. If the statutory limitation
period is shorter than 24 months this period shall apply to the
relevant claims of the customer. Shortening the limitation period
does not apply to claims in tort or product liability claims.
- The statutory regulations regarding burden of proof remain
IV. RESERVATION OF TITLE
- All delivered goods shall remain our property (reserved goods)
until all receivables have been paid, in particular also the respective
balance payments which we are entitled to from the customer as
a result of the business relation. This shall also apply if payments
are effected for specifically designated receivables.
- If reserved goods are combined and mixed with other goods by
the customer, we shall be entitled to co-ownership in the new
object in proportion of the invoice value of the reserved goods
to the invoice value of the other goods used. If our property
ceases through combination, the customer shall already now assign
ownership in the new object to us to the extent of the invoice
value of the reserved goods and shall hold this object in safe
custody for us free of charge. The co-ownership rights arising
hereunder shall be considered reserved goods according to paragraph
I. We shall accept the assignment.
- The customer may only sell the reserved goods in the ordinary
course of business under the customer's terms and conditions if
they include a complete reservation of title according to these
provisions and provided the customer is not in default, on the
condition that the receivables from the resale according to paragraphs
4 and 6 are assigned to us. The customer shall not be entitled
to dispose of the reserved goods in any other way, in particular
the authorisation to dispose of the reserved goods shall be automatically
revoked if insolvency proceedings are applied for or liquidation
commenced regarding the assets of the customer.
- The receivables of the customer from the resale of the reserved
goods shall already be assigned to us now. They serve as a security
to the same extent as the reserved goods. We hereby accept the
- If the reserved goods are sold by the customer jointly with
other goods not sold by us, the assignment of the receivables
from the resale shall only apply to the value of our invoice for
the respective reserved goods sold. If goods are sold in which
we have co-ownership according to paragraph 2., assignment shall
apply to the value of these co-ownership shares.
- If the reserved goods are used by the customer to fulfil a
contract for work and sales or for work and materials, paragraphs
4. and 5. from this contract shall apply correspondingly to the
- The customer is entitled to collect receivables due from the
sales according to paragraphs 3., 5. and 6. until revoked by us,
which is admissible at any time. We shall only exercise our right
to revocation in the cases in paragraph 3. and article V.5. The
customer is under no circumstances authorised to any other assignment
of the receivables. At our request the customer is obliged to
inform its clients of the assignment to us immediately - provided
we do not do this ourselves - and to provide us with the information
and documents necessary for collection. The customer is not permitted
to pledge or chattel-mortgage the reserved goods.
- Our reservation of title is conditional in such a way that
when all receivables have been paid the ownership in the reserved
goods automatically passes to the customer and the customer is
entitled to the assigned receivables without restriction. If the
value of the existing securities exceeds the secured receivables
by more than 20%, we are obliged to release securities of our
choice at the customer's request. The realisable value of the
securities is authoritative as their security value for the purposes
- The customer must notify us immediately of any pledge or other
threat to or interference with our ownership rights and rights
to receivables by a third party by providing us with the pledge
protocols or other documents and must do everything possible to
protect our rights.
- We shall be entitled to enter the customer's warehouse and
business premises at any time in order to remove, set aside or
mark the reserved goods. At our request the customer must give
us all relevant information concerning the reserved goods and
hand over all necessary records. The consumer shall be obliged
to comprehensively insure the reserved goods for our benefit at
the customer's expense and prove this insurance on request. The
customer hereby assigns all resulting insurance claims to us;
we accept the assignment.
- The enforcement of our reservation of title is not deemed a
rescission from the contract. The customer's right to possession
of the reserved goods shall expire if the customer does not fulfil
its duties under this or another contract. We shall then be entitled
to take possession of the reserved goods and realise them at the
best possible price through private sale or in auction without
affecting the payment or other obligations of the customer to
us. The proceeds of the realisation shall be offset with the customer's
liabilities after deduction of the expenses. Any surplus shall
be paid to the customer.
- If the reservation of title or assignment is not effective
according to the law in the area where the goods are located,
the security corresponding to the reservation of title or to the
assignment in this area shall be deemed agreed. If the co-operation
of the customer is required here, the customer must take all actions
necessary for establishing and preserving these laws.
- Tools, moulds, equipment etc - hereinafter referred to as "tools"
- shall be generally our property, even if the customer has paid
for them fully or partially. This shall apply irrespective of
whether the tools were manufactured by us or by commissioned third
- We undertake not to manufacture any parts for third parties
using tools for which the customer has paid the entire cost, providing
the customer supplies us with follow-up orders. This obligation
expires without a claim for reimbursement of any type against
us arising for the customer if we do not receive further orders
within two years after the last order.
- We shall store the tools in good condition free of charge. We
shall bear the costs of maintenance and repairs. Our obligation
to store the tools shall come to an end after expiry of the two-year
period stated in paragraph 2.
- The provisions above (paragraph 1 - 3) shall not apply to tools
for common and generally usable items.
XI. OTHER TERMS
- The place of performance and jurisdiction for both parties
under the agreement is St. Georgen, Germany, also for procedures
deciding claims arising from bills of exchange and cheques. We
are also entitled to file complaints against the customer at the
customer's general place of jurisdiction.
- Only the law of the Federal Republic of Germany is valid for
all legal relationships between the customer and us. The application
of the United Nations Convention on Contracts for the International
Sale of Goods (CISG) is excluded.
- If individual provisions of these terms and provisions of the
contract are or become ineffective, the effectiveness of the remaining
provisions is not affected. The ineffective provisions should
be amended so that their intended legal and economic purpose is
achieved. The same applies if a loophole appears in the contract
during execution which requires filling. The contracting parties
are committed to immediately replace the ineffective provisions
with legally effective provisions or fill the loophole in the
- The above terms of delivery apply equally to deliveries and
services, even if this is not explicitly stated in individual
- The customer's data shall be stored by us within the purpose
of this contractual relationship.