1. These General Terms and Conditions of Delivery and Payment shall apply if the contracting parties have agreed them in writing or otherwise. Terms and conditions of the partner that are not expressly accepted by us shall not apply.
1. The contracting parties shall immediately confirm verbal agreements in detail in writing.
2. Orders become binding only with our order confirmation.
3. The information and illustrations contained in brochures and catalogues are approximate values customary in the industry, unless we have expressly designated them as binding.
Long-term and call contracts, price adjustment
1. Unlimited contracts can be terminated with 6 months' notice.
2. If, in the case of long-term contracts (contracts with a term of more than 12 months and unlimited contracts) there is a significant change in wage, material or energy costs, each contracting party shall be entitled to demand an appropriate adjustment of the price taking these factors into account.
3. If a binding order quantity has not been agreed, we shall base our calculation on the non-binding order quantity (target quantity) expected by the partner for a certain period of time.
4. If the partner accepts less than the target quantity, we are entitled to increase the unit price appropriately. If the customer purchases more than the target quantity, we shall reduce the unit price by a reasonable amount, provided that the partner has announced the additional requirements at least 4 months prior to delivery.
5. In the case of on-call delivery contracts, binding quantities shall be notified to us by call-off at least 3 months prior to the delivery date, unless otherwise agreed. Any additional costs caused by our partner due to a delayed call-off or subsequent changes of the call-off with regard to time or quantity shall be borne by our partner; in this case our calculation shall be authoritative.
1. Each partner shall use all documents (including samples, models and data) and knowledge obtained from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as their own corresponding documents and knowledge if the other partner designates them as confidential or has an obvious interest in keeping them confidential. This obligation begins from the first receipt of the documents or knowledge and ends 36 months after the end of the business relationship.
2. The obligation does not apply to documents and knowledge which are generally known or which were already known to the partner on receipt without being obliged to maintain secrecy, or which are subsequently transmitted by a third party entitled to transfer or which are developed by the receiving partner without exploitation of documents or knowledge or by other partners which are to be kept secret.
Drawings and descriptions
1. If one partner makes available to the other drawings or technical documents concerning the goods to be delivered or their manufacture, these remain the property of the presenting partner.
Samples and production equipment
1. Unless otherwise agreed, the manufacturing costs for samples and production equipment (tools, moulds, templates, etc.) shall be invoiced separately from the goods to be delivered. This also applies to production equipment that has to be replaced as a result of wear and tear.
2. The costs for maintenance and appropriate storage as well as the risk of damage to or destruction of the production equipment shall be borne by us.
3. If the partner suspends or terminates the cooperation during the production period of the samples or means of production, all production costs incurred up to then shall be borne by the partner.
4. The means of production remain in our possession, even if the partner has paid for them, at least until the completion of the delivery contract. Accordingly, the partner shall be entitled to demand reimbursement of the means of production if an amicable agreement has been reached on the compensation of the know-how embodied in the means of production and on the time of issue and the partner has fully complied with its contractual obligations.
5. We shall store the means of production free of charge for three years after the last delivery to our partner. Afterwards, we will give our partner the opportunity to comment on further custody within 6 weeks. Our obligation to keep custody ends if no statement is made or no new order is placed within 6 weeks.
6. Customer-related means of production may only be used by us for deliveries to third parties with the prior written consent of our partner. After expiry of the storage period, we are free to dispose of the production equipment.
7. Tools shall remain our unrestricted property and shall not be handed over, even if they are fully or partially paid for by the customer. Costs for the replacement of tools and wearing parts which have become unusable shall be borne by us, unless otherwise provided for in the offer or order confirmation. Due to the complexity of the tools, tool wear can be very high. In order to ensure production, in particular for serial parts, we are obliged to prefabricate tool supply to a sufficient extent. This shall also apply in the event that fixed delivery schedules are only available for short periods of time. The omission of an article, regardless of whether for construction or other reasons, must therefore be notified to us in good time (possibly up to one year in advance) that it is still possible to use prefabricated tools; if notification is not given in time, we are entitled to charge for unused tool parts. If the payment of tool cost shares has been agreed and if, for reasons for which the customer is responsible, orders or orders of such a small size do not result in an amortisation of the part taken over by us, we shall instead be entitled to charge the full tool costs.
1. Our prices are quoted in Euro (EUR) exclusive of value added tax, packaging, freight, postage and insurance.
Terms of payment
1. Our invoices are payable without deduction until the 15th of the month following the delivery or partial delivery ex works.
2. The Purchaser shall only be entitled to withhold or set off payments if undisputed or legally established payment claims exist.
3. We expressly reserve the right to accept bills of exchange and cheques; in principle, they will only be accepted as payment on account of payment and will only be considered as payment with liberating effect after their encashment. Discount charges shall be borne by the customer.
4. In the event of default, interest shall be charged in the amount of the borrowing costs calculated by the banks, but at least interest in the amount of 3% above the respective discount rate of the Landeszentralbank (LZB).
5. If the terms of payment are not complied with or if facts become known which give rise to justified doubts about the creditworthiness of the customer, all our claims including those for which we have accepted bills of exchange become due immediately. The same applies to the costs incurred, for services and for work in progress and completed but not yet delivered goods. In such cases, deliveries and services outstanding from us shall only be carried out against advance payment or security. After a reasonable period of grace, we can withdraw from the contract or demand damages for non-performance. Furthermore, we can prohibit the resale and processing of the delivered goods on the basis of the retention of title agreed in Section 34 and demand their return or the transfer of indirect possession of the delivered goods at the expense of the customer. The customer hereby authorizes us to enter his premises and collect the delivered goods. The taking back of the goods shall only constitute a withdrawal from the contract if we expressly declare this.
1. unless otherwise agreed, we deliver "ex works". The dispatch of the goods by us shall be decisive for adherence to the delivery date or delivery period; we shall make the goods available in good time, taking into account the usual time for loading and dispatch.
2. The delivery period shall commence with the dispatch of our order confirmation and shall be extended appropriately if the precondition of Clause 53 is met.
3. Partial deliveries are permissible to a reasonable extent. They will be invoiced separately.
4. Within a tolerance of 10 percent of the total order quantity, production-related excess or short deliveries are permissible. The total price changes according to the size of your order.
Dispatch and transfer of risk
1. Goods notified as ready for dispatch shall be accepted by the partner without delay. Otherwise, we shall be entitled to dispatch them at our own choice or to store them at the expense and risk of the partner; we shall also be entitled to do so if the dispatch undertaken by us cannot be carried out through no fault of our own. The goods shall be deemed to have been delivered one week after commencement of storage.
2. In the absence of special agreement, the means of transport and the route of transport shall be chosen at our discretion.
3. the risk shall pass to the partner upon handover to the railway, forwarding agent or carrier or one week after commencement of storage, but at the latest upon leaving the factory or warehouse, even if we have taken over delivery.
1. If we can foresee that the goods cannot be delivered within the delivery period, we will inform the partner immediately and in writing of this fact, inform him of the reasons for this and, if possible, state the expected delivery date.
2. If the delivery is delayed due to a circumstance listed in Clause 53 or due to an act or omission on the part of the partner, an extension of the delivery period commensurate with the circumstances shall be granted. This provision shall apply irrespective of whether the reason for the delay occurs before or after the agreed delivery period.
Retention of title
1. We reserve the ownership of the delivered goods until all claims arising from the business relationship with the partner have been fulfilled.
2. The partner is entitled to sell these goods in the ordinary course of business as long as he fulfils his obligations arising from the business relationship with us in a timely manner. However, he may neither pledge the goods subject to retention of title nor assign them as security. He is obliged to secure our rights in the case of credited resale of the reserved goods.
3. If the partner is in default of payment, we are entitled to demand the surrender of the goods subject to retention of title even without withdrawal at the partner's expense after setting a reasonable period of grace.
4. the partner assigns all claims and rights from the sale or, if applicable, a rental of goods permitted to the partner to which we are entitled to ownership rights, to us as security. We hereby accept the assignment.
5. The partner shall always carry out any processing or treatment of the reserved goods on our behalf. If the goods subject to retention of title are processed or inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the other processed or mixed items at the time of processing or mixing. If our goods are combined with real estate or combined with other movable objects to form a single object or inseparably mixed and if the other object is to be regarded as the main object, the partner shall transfer to us pro rata co-ownership insofar as the main object belongs to him. The partner shall keep the property or co-ownership for us. Otherwise, the same shall apply to the item created by processing or combination or mixing as to the reserved goods.
6. The partner shall notify us immediately of any compulsory execution measures by third parties in respect of the reserved goods, the claims assigned to us or any other securities, and shall hand over to us the documents necessary for an intervention. This also applies to impairments of any other kind.
7. We shall release the securities to which we are entitled according to the above provisions at the request of the partner insofar as the realisable value of the goods delivered under retention of title exceeds the claims to be secured by more than 20 percent.
1. We warrant that the goods supplied by us will be manufactured in perfect condition in accordance with the agreed technical delivery specifications. If we have to deliver according to drawings, specifications, samples etc. of our partner, he assumes the risk of suitability for the intended purpose. Decisive for the contractual condition of the goods is the time of the passing of risk in accordance with Clause 31.
2. No warranty shall be given for defects caused by unsuitable or improper use, faulty assembly or commissioning by the partner or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the partner or third parties without our consent.
3. Unless otherwise agreed, the warranty period shall be governed by the law. It begins at the time of passing of risk.
4. Obvious defects must be notified in writing by the partner immediately after receipt of the goods at the place of destination, hidden defects immediately - however, at the latest within 6 months after transfer of risk - after discovery of the defect.
5. If acceptance of the goods or initial sample inspection was agreed upon, notification of defects is excluded which the partner could have determined by careful acceptance or initial sample inspection.
6. We shall be given the opportunity to determine the defect complained of. In urgent cases of endangering the operational safety or to prevent disproportionately large damages of the partner we have to determine the complained defect immediately. Complained goods must be returned to us immediately upon request. If the partner does not fulfil these obligations or makes changes to the goods that have already been rejected without our consent, he loses any warranty claims.
7. in the event of a justified, timely notification of defects, we shall, at our discretion, either repair the rejected goods or supply a faultless replacement. The partner gives us with quantity delivery at short notice opportunity to sort out the defective goods.
8. If we fail to comply with these warranty obligations, or fail to do so within a reasonable period of time in accordance with the contract, the partner may set us a final deadline in writing within which we must fulfil our obligations. After this period has expired unsuccessfully, the partner can demand a reduction of the price, withdraw from the contract or have the necessary rectification of defects carried out himself or by a third party at our expense and risk. If the repair has been successfully carried out by the partner or a third party, all claims of the partner shall be compensated with reimbursement of the reasonable costs incurred by him.
1. Unless otherwise stated below, any other and more extensive claims of the partner against us are excluded. This applies in particular to claims for damages arising from default, impossibility of performance, culpable breach of ancillary contractual obligations, culpability at the conclusion of the contract and tort. We are therefore not liable for damages that have not occurred on the delivered goods themselves. Above all, we are not liable for loss of profit or other financial losses of the partner.
2. The aforementioned limitations of liability do not apply if we caused the damage intentionally or grossly negligently or if we have breached essential contractual obligations. If an essential contractual obligation has been breached by us, we shall only be liable for reasonably foreseeable damage typical of the contract.
3. Furthermore, the limitation of liability shall not apply in cases where, according to the German Product Liability Act (Produkthaftungsgesetz), liability is assumed for personal injury or material damage to privately used objects in the event of defects in the delivered goods. It shall also not apply in the absence of warranted characteristics, if and to the extent that the purpose of the warranty was precisely to protect the partner against damage which has not occurred to the delivered goods themselves.
4. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, employees, legal representatives and vicarious agents.
1. Force majeure, labour disputes, unrest, official measures, failure to deliver from our suppliers and other unforeseeable, unavoidable and serious events shall release the contractual partners from their obligations to perform for the duration of the disturbance and to the extent of their effect. This also applies if these events occur at a time when the affected contractual partner is in default. The contracting parties are obliged to provide the necessary information without undue delay within the bounds of reasonableness and to adjust their obligations to the changed circumstances in good faith.
Place of Performance, Jurisdiction and Applicable Law
1. Unless otherwise stated in the order confirmation, our place of business is the place of performance.
2. For all legal disputes, also in the context of a bill of exchange and cheque process, our registered office is the place of jurisdiction if the partner is a registered trader, a legal entity under public law or a special fund under public law. We are also entitled to sue at the registered office of the partner.
3. The law of the Federal Republic of Germany shall apply exclusively to the contractual relationship. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG - "Vienna Convention on Contracts for the International Sale of Goods") is excluded.