GTC - General Terms and Conditions
§ 1 General
All contracts, deliveries and services are regulated exclusively by our following General Terms and Conditions. They apply particularly with regard to merchants and companies as well as for all future business relationships without the need for explicit repeated reference thereto.
Any contradictory General Terms and Conditions, in particular
the customer's Conditions of Purchase, are only valid if confirmed by us
§ 2 Offer and Acceptance, Service Description
Our offers are non-binding.
The acceptance of a still valid offer leads to a binding order once confirmed by us in writing.
Our written confirmation of the order is exclusively
relevant for the terms of the contract. Technical data and descriptions in
our product information or marketing materials do not constitute
a guaranty of quality or durability and particularly do not guarantee
any specific properties.
In case of sample-based sales, the Purchaser shall inspect the Goods immediately and report any complaints within a period of ten days. After this period has expired, the sample or specimen is deemed to be accepted and the desired contractual relationship comes into effect.
For custom-made goods, the right to withdraw from the contract is excluded. Customised orders are only realised when the technical requirements put forth by the Purchaser are unambiguous and feasible and are confirmed by us in writing.
Models and tools remain our property, even when the customer has paid for their construction.
§ 3 Prices, Terms of Payment and Default
The prices specified in the respective contract, particularly in the order form or the order confirmation, are valid plus statutory VAT (value added tax). If a price is not explicitly defined, our respective price lists at the time of the contract are valid. The weights and quantities defined by us determine the calculation of the prices unless the Purchaser objects immediately upon receipt of the Goods and proves the contrary. Packaging and transportation costs, and any costs of transportation insurance, are added on top.
We reserve the right to also adjust our prices after conclusion of the contract in case significant unforeseen changes in costs occur, e.g. through exchange rate fluctuations.
Unless otherwise agreed, our invoices are payable within 30 days of receipt. After this period has expired, the Purchaser is automatically in default and has to pay interest from then on in the amount of currently five percentage points above the base rate of the European Central Bank. Discounts are only given if separately agreed upon. The final invoice amount minus shipping costs, packaging costs and palette value are discountable. If circumstances become known that give rise to justifiable doubt about the Purchaser's ability to pay, we have the right to freely choose to either withdraw from the contract to demand prepayments or securities for receivables due or not yet due from the entire business relationship and to make the obligation to deliver dependent on the provision of such securities.
§ 4 Transportation, Transfer of Risk, Place of Fulfilment
Place of fulfilment is our business location in Emskirchen. The transfer of risk takes place as soon as the Goods have been loaded into the means of transport or, in case of collection, as soon as we have expressed readiness for dispatch in writing.
Transportation of goods takes place exclusively and in all cases
at the Purchaser’s risk, even if the delivery is carried out by us, be it with
one of our own lorries or freight carriers or other commissioned third parties.
§ 5 Packaging
We charge for the palettes used for shipping. In case the palettes are returned carriage paid in undamaged condition, we will accredit the same amount. If the Goods are packaged in a different way than the usual standard based on the customer’s wishes, these packaging costs will be charged separately.
§ 6 Time of Delivery and Performance
We generally do our best to meet agreed delivery dates, with the notification of readiness for dispatch qualifying as fulfilment of the delivery date.
In case of force majeure and other unforeseeable circumstances beyond our control, particularly operational disruptions through fire, water and damage to production facilities and machinery caused thereby, non-delivery by our suppliers, disruptions due to lack of raw materials, power failure, strikes or lockouts, traffic disruptions or interventions by the authorities, the delivery time will be extended appropriately.
If the delivery is postponed by more than a month, both we and the Purchaser have the right to withdraw from the contract with any claims for damages being excluded. In case of a performance default caused by us, the Purchaser has the right to withdraw if the delivery of Goods fails to take place within a reasonable grace period. The amount of any resulting claim for damages is limited to the order value.
§7 Customer Rights and Obligations, Retention of Ownership and Prohibition of Assignment
The Purchaser undertakes to collect the Goods declared ready for dispatch immediately and to pay within the term of payment in compliance with article 3. The Purchaser undertakes to immediately check the Goods for defects and to report any defects detected.
The delivered Goods remain our property up to the full payment of all invoices currently due under the business relationship and shall thus be treated with care by the Purchaser and shall be sufficiently insured at replacement value, particularly against loss, damage and destruction as well as against theft, at the Purchaser's expense. The Purchaser assigns any claims arising from insurance policies to us, and we accept this assignment.
For enforcing these claims, the Purchaser has to provide address and membership number for the respective insurance. The Purchaser is not permitted to pledge the Goods in our ownership nor to transfer title to the Goods by way of security. Processing of the Goods prior to payment is only allowed upon our express prior consent.
Any claims resulting from a resale of the Goods delivered by us are assigned to us, and we accept this assignment. For enforcing these claims, the Purchaser has to provide name and address of his customer.
Attachments and any other third-party interventions shall be brought to our attention immediately so that we can exercise our rights arising from the reservation of title.
Even through processing, Goods under our retention of title do not become the property or the co-property of the Purchaser.
§ 8 Warranty and Compensation
We are obligated by the contract to provide the Goods free from material defects and defects of title. The Goods are free from defects when they possess the agreed quality or are suitable for common use and have a quality that is usual amongst goods of the same nature and that can be expected by the Purchaser from this type of goods. If the Goods do not have these properties, the Purchaser can expect subsequent fulfilment provided that he has complied with his obligation of immediate inspection and notification of defects. It is our decision whether we remedy or deliver replacement Goods.
If this is impossible or too expensive, i.e. possible only on the basis of disproportionately high costs, we can refuse subsequent fulfilment. In this case, the Purchaser may withdraw from the contract or, if he keeps the defective Goods, demand an appropriate price discount.
Here, the value of the goods in a state free of defects and the significance of the defect for the fulfilment of the contractually intended results need to be specifically taken into consideration. Exercising claims for damages is excluded.
If the Purchaser withdraws from the contract without any justifying cause, he has to pay lump-sum damages of 30% of the value of the goods due to breach of contract unless the Purchaser can prove a minor damage. If our damage is verifiably larger, we may demand higher compensation of damages.
§ 9 Time of Limitation for Claims
Purchaser claims due to defects of the goods delivered by us or for services rendered in breach of our duty, including compensation claims and claims for replacement of futile expenditures, expire a year after delivery. Excepted from this are claims for damages according to product liability law and damages in context with the lack of assured properties; these claims expire three years after delivery.
§ 10 Place of Jurisdiction, Applicable Law
Exclusive place of jurisdiction for all claims resulting from the contractual agreement is the jurisdiction of the place of fulfilment, which in this case is either the county court of Neustadt/Aisch or the the regional court Nuremberg-Fuerth. The law of the Federal Republic of Germany is exclusively applicable; the regulations about the international purchase of goods and for international civil law are explicitly excluded.
§ 11 Technical Consulting, Information, Training
Our technical information, suggestions and consultative services are only binding if they are carried out in relation to a specific project and in writing.
Furthermore, our specifications and guidelines related to the technical implementations apply.
§ 12 Final Clause, Severability Clause
Additional oral agreements besides the written contracts have not been made. Any changes and amendments require the written form.
If any of the preceding provisions should be totally or partially ineffective, this shall not affect the validity of the remaining provisions.
The ineffective provisions shall be interpreted in good faith and with the interests of the parties in mind in such a way that they come as close as possible to the permissible provisions.