Only the following conditions apply to all of our concluded contracts (including contracts concluded in future). Any contradictory purchase conditions that the customer may have are hereby explicitly declared inapplicable. Nor will such customer purchase conditions be recognised by us even if we do not explicitly say so upon receiving your order.
2. Sales documents and prices
Our quotations and price lists are non-binding until superseded by our written order confirmation.
Our prices are in euros, net cash ex works or warehouse, plus VAT applicable at the rate in force on the date of delivery, plus carriage and packaging charges. In the event that prices change between conclusion of the contract and the date of delivery of the goods because costs increase, currency parities change or through any other circumstances beyond our control, the new prices automatically become applicable.
3. Design and quantity
We reserve the right to supply goods whose material, colour, weight, dimensions, technical design or similar characteristics deviate from what was originally ordered, provided that the goods supplied are as a whole reasonable for the customer’s needs.
Payment must be made in full, without deductions and strictly net, within 14 days of the invoice date. Payments will always be applied to the oldest outstanding invoice.
In the event of delayed payments, we will calculate interest at the currently applicable bank rate for short-term credit. This will be at least 4% over the Deutsche Bundesbank’s currently applicable bank rate, plus VAT.
We only accept eligible bills of exchange and cheques in lieu of payment, and only if expressly agreed beforehand. All costs and expenses arising from these must be paid by the customer immediately in cash. Bills of exchange and cheques will only be credited upon unconditional receipt of the net proceeds, and only to the same value.
Irrespective of any payment deadlines or validity periods of any bills of exchange that we have accepted, all outstanding accounts will become immediately payable if the customer does not adhere to our payment conditions, or if we become aware of any other circumstances (acts of protest, payment arrears) that, in our opinion, reduce the customer’s creditworthiness.
We are also permitted to demand immediate advance payment against any deliveries or services that are still outstanding from us, or to terminate the contract or demand damages for non-fulfilment of contract. Likewise, we can also prohibit the resale and subsequent processing of goods supplied by us, and also demand that such goods are returned to us at the customer’s own cost.
Insofar as damages for non-fulfilment of contract can be demanded, our claim for compensation equals 20% of the purchase price, without the need for provision of evidence, unless the customer is able to prove that no or considerably lower damages occurred. In the event that the damages occurring are greater, we reserve the right to enforce and claim a higher amount of compensation.
In the event that a customer cancels payments, becomes bankrupt or launches judicial or extrajudicial settlement proceedings, all discounts, bonuses and reductions granted by us against outstanding accounts will become null and void.
Our delivery times should be understood as being from the factory or warehouse. Delivery dates will be individually agreed, and begin from the day that the order was confirmed, however not before all details have been clarified.
In all cases, maintaining the delivery date is dependent on the customer fulfilling his or her contractual obligations. In the event that the customer requests changes or additions to the order, the delivery date will be postponed accordingly.
Events of force majeure entitle us to delay provision of the delivery or service by the relevant duration and an appropriate restart time, or where part of the contract is not fulfilled, to withdraw partly or entirely. Force majeure means industrial action, mobilisation, war, blockades, import and export bans, shortage of raw materials and fuel, fire, traffic blocks, disruptions to operations or transport and other circumstances for which we are not responsible, irrespective of whether they occur with us, presuppliers or one of their subsuppliers. A declaration provided by our presupplier or a subsupplier counts as sufficient proof that our delivery will be delayed.
6. Setting off and withholding payments
Right of retention on behalf of the customer plus setting off disputed or non-legally binding claims are excluded.
7. Dispatch, transfer of risk, place of fulfilment
Dispatch is always on the account and at the risk of the customer. We take care of packaging, means of protection and means of transport at the customer’s cost, and for a transport route based on our experience, to the exclusion of any liability apart from wilful intent and gross negligence.
All risks are transferred to the customer as soon as the supplier indicates to the customer that goods are ready to be dispatched, and at the latest when the goods leave our factory or warehouse. In the event of damage during transport, the customer must immediately initiate a written damage report with the competent authority, as otherwise, any possible claims against the transport contractor or insurance company can become inapplicable.
Place of fulfilment is Heilbronn, Germany. We also reserve the right to dispatch goods from any other location in Germany.
8. Retention of title
Until the point that the customer has paid all of our accounts in entirety, all goods supplied to the customer by us shall remain our property.
The customer is only permitted to resell the supplied goods and objects resulting from processing them in the course of ordinary business. The customer will transfer amounts receivable as a result of such a resale or on another legal basis to us, in order that we can secure our outstanding claims. The customer is authorised to make these payments to us until such a point that his or her obligation of payment to us is contractually fulfilled and we do not dispute this. The customer is not permitted to exercise other dispositions over the goods that are subject to retention of title (e.g. pawning, assignment as security).
Should we demand, the customer is obliged to provide us with information on all claims transferred as per this clause, in particular a list of debtors including name, address, amount of the claim, date and invoice number. The customer shall bear all costs for making these transfers and for any interventions.
In the event that goods subject to retention of title are resold after having being processed, mixed or connected with goods subject to retention of title from other suppliers, the entire resale receivables must be transferred to us in their entirety with the condition that only we are permitted to decide upon any sharing of resale receivables with other suppliers of goods that are subject to title. The customer does not have a right to influence or have an involvement in any such decisions.
The customer must inform us immediately of any pawning or other legal restriction by a third party.
If the value of securities held by us exceeds our claim by more than 20%, we are obliged to release securities in this respect if demanded by the customer.
As indirect owner of the goods subject to retention of title, we have the right to enter the customer’s premises. During the duration of retention of title of the goods, the customer must, upon request by the supplier, insure the goods subject to retention of title with fully comprehensive insurance with the condition that the supplier is entitled to the rights arising from the comprehensive insurance. The supplier is also permitted to insure the goods at the customer’s own cost.
In the event of a default on acceptance by the customer, after a fruitless deadline of 14 days elapses, we have the right to either demand acceptance of either the whole or a part of the order, to terminate the contract or to demand damages for non-fulfilment. Our claim for compensation equals 20% of the purchase price, without the need for provision of evidence, unless the customer is able to prove that no or considerably lower damages occurred. We reserve the right to enforce a higher rate of damages.
As soon as they arrive at their destination, the goods supplied by us must be carefully inspected for faults, even if specimens were supplied. Claims for incomplete or incorrect deliveries or complaints relating to visible defects must be made promptly, and no later than 15 days after arrival of the goods. Such claims must be made in writing by means of a registered letter that specifies the details. Other defects must also be notified in writing immediately upon discovery. This must also be via registered letter specifying details of the defects. In all cases, contents labels or tally sheets included with the delivery must be submitted with the claim. When submitting claims for defects, free of charge rectification must also be requested at the same time.
If claims or complaints about defects are not submitted promptly, the delivery is regarded as having being accepted. If such notifications are made in time, we are only obliged to provide additional delivery/warranty.
If defects are present, which includes lack of warranted characteristics, we are obliged to, at our discretion, rectify the faults or supply goods that are free from defects upon return of the goods originally supplied. Replaced components become our property. We are permitted to make any improvements or replacements dependent on the customer paying an appropriate part payment commensurate with the nature of the defect.
In order for the supplier to undertake the improvements or supply the replacement goods, the customer must provide us with reasonable time and opportunity. If this does not occur, our guarantee obligation becomes null and void. If improvements and provision of replacements fail, the customer can demand a reduction or exchange.
Improvement or replacement do not inhibit or interrupt the statute of limitations in respect of warranty claims.
We cannot be held liable for difficulties that can arise from provisions of industrial property rights if the goods supplied are resold or used abroad.
We cannot be held liable for damages resulting from improper use and storage, incorrect assembly or natural wear. Our warranty becomes null and void if the supplied goods are altered by third parties or by fitting third party components, unless it can be proven that the fault was not caused by such alterations.
These warranty conditions also apply in the event that goods supplied are goods other than the contractual products. In all cases, our warranty only applies to newly manufactured goods. All other warranty claims are excluded.
We are only obliged to pay damages, under whatever legal framework, for wilful intent or gross negligence on the part of our organs and subcontractors. Liability for incidental damages, consequential damages and slight negligence is excluded.
All claims for damages are limited to the value of the goods, and lapse six months after transfer of risk at the latest.
12. Place of jurisdiction and law
The place of jurisdiction – including for matters relating to cheques and bills of exchange – is Heilbronn, Germany, insofar as the customer is a registered trader, legal entity under public law or holder of special assets under public law, or does not have a general place of jurisdiction in Germany. In all cases, we are permitted, should we decide to do so, to take proceedings against the customer in his or her place of jurisdiction.
Solely German law is applicable.
13. Invalidity of terms and conditions
In the event that any of the conditions above are found to be invalid, either in their entirety or in part, the validity of the remaining terms and conditions remains unaffected. In such cases, customer and supplier are obliged to seek to achieve, as closely as possible, the economic result that was previously sought but which was subject to the invalid condition, by employing other, legally permitted means.