Terms and conditions

General Terms and Conditions

Preamble

The following terms of delivery and payment supplement the applicable regulations of German law and form the basis of any delivery and service contracts of the company (user).
Any deviating provisions of the customer are only binding on the company if the company has confirmed them explicitly and in writing.

1. Formation of contract

The delivery and service contract is concluded upon the written order confirmation of the company. Any significant oral agreements or agreements made by phone are also subject to a written confirmation.

2. Delivery

All orders are accepted by the company subject to confirmation as regards performance. In particular, the company is granted a reservation of performance, insofar as the company is impaired in performance due to force majeure, industrial actions, official measures, in-house disorders in production facilities through no fault of the company, or any operational disorders at suppliers or material supply disorders, which have lasted or are expected to last longer than a week, non-delivery from suppliers, lack of raw materials as well as similar unavoidable events.
In these cases, the buyer/customer is not entitled to cancel the purchase order or to claim direct or indirect damages.
In addition, the company is entitled in such a case to rescind the contract in whole or in part or to determine delivery quotas.
The company is entitled to make partial deliveries. The company is entitled to make excess or short deliveries of up to 5% of the order volume.
The delivery periods indicated by the company refer to the goods’ date of shipment. They are deemed to be complied with if the goods have left the factory or if the buyer/customer has been notified of readiness for delivery by that date.
The agreed delivery period shall be applicable, after all technical and commercial details have been clarified. To this extent, the delivery periods are non-binding as a rule. Delivery periods are only binding if the delivery date has been confirmed to the buyer/customer as being binding.
If a delivery period is exceeded, the buyer/customer shall grant an adequate grace period, which has to be at least three weeks.
If the delivery period, including an adequate grace period, is not complied with, the company is liable exclusively for the invoice value of the goods quantity that has not been delivered within the due time, but to a maximum of the loss incurred by relying on the declaration.
Shipment of the goods is effected at the cost and risk of the buyer/customer.

3. Prices

Our offers, sales conditions and price lists are based on the raw material prices and production prerequisites applicable at the date of their issue and are only valid until revoked.
Unless agreed otherwise, confirmed prices refer to the level of the cost of materials and production at the date of confirmation. If costs increase considerably due to an event of force majeure, the company is entitled to rescind the purchase contract (force majeure clause).
Unless otherwise agreed, the prices are ex works.
If a shipment is insured against transport damage at the buyer’s/customer’s request, the insurance premium is charged at cost price.

4. Warranty

The warranty period is two years for new products. If the buyer/customer is a merchant, legal person under public law or special assets of the Federal Government, the warranty period is one year.
Second-hand products are excluded from any warranty.
Sample collections or sample items always represent an average of the production as regards quality, dimensions, weight and design, which may deviate slightly in individual production lots according to the special character of the material and production.
The buyer/customer shall inspect the goods immediately after delivery for any defects. Apparent defects are to be notified to the company in writing immediately, but at the latest within one week from receipt of the goods.
If apparent defects are not reported at all, or not reported in due time or in the required form, the warranty lapses in this respect.
The company is to be informed of any other defects within one week from having become aware thereof.
Insignificant defects which do not impair the value, the fitness or the usability of the goods considerably are excluded from the warranty.
The company is entitled to provide subsequent performance at its option. This means that the company may decide as to whether it will carry out rectification of defects or a new delivery.
If subsequent performance fails, the company is entitled to provide repeated subsequent performance. In the event of repeated subsequent performance as well, the company may choose between a new delivery and rectification of defects.
The buyer/customer is only entitled to cancel the contract and/or to claim damages if subsequent performance has failed repeatedly (at least three times). A claim for damages only exists if the company is liable for gross negligence or intent. In any case, damages are limited to the loss incurred by relying on a declaration. Damages for consequential harm caused by a defect are excluded, unless it is based on intentional misconduct on the part of the company.

5. Payments

Unless agreed otherwise, the following terms of payment apply:
As a rule, payment is to be made in cash to the company or to any of the company’s accounts without any deductions. The invoice amounts are due and payable within 10 days at a discount of 2% or within 30 days net.
If the aforementioned dates are exceeded, the company is entitled to charge interest on arrears of 8% above the base interest rate or, if the buyer/customer is a consumer, of 5% above the base interest rate of the European Central Bank, without any additional measures being necessary, whereby the company reserves the right to give proof of higher damage due to delay.
For each reminder, dunning charges of € 10.00 are deemed to be agreed.
If the buyer/customer is late with payment, the company may refuse further performance of the contract.
If our payment claims are endangered to a considerable extent, the company is entitled to demand advance payment or sufficient security.
If the buyer/customer refuses to provide advance payment or security, the company may rescind the contract and claim damages.
Irrespective of any provisions of the buyer/customer to the contrary, payments received are always applied first to costs, then to interest and then to the principal claim, in the event of several claims to the older claim.

6. Reservation of title

Until the full payment of all claims, the goods remain the property of the company and may only be sold and processed within the ordinary course of business.
If the reserved goods are processed, the company is entitled to the ownership in the new object pursuant to section 950 of the German Civil Code (BGB) in proportion of the invoice value of the reserved goods to the value of the new object at the time of treatment and processing. The buyer/customer only remains the custodian of the goods, which shall be free of charge.
The buyer/customer herewith assigns the claim, including all ancillary rights, from the resale of the reserved goods to the company, including insofar as the goods have been treated or processed. The company accepts this assignment.
Pledging or assigning by way of security the reserved goods or claims assigned is not permitted. The company is to be notified immediately of any pledging measures, stating the pledgee.
If the company’s total claims are undoubtedly secured by more than 110% through such assignments, any surplus of receivables will, at the request of the buyer/customer, be released at the company’s choice.
The buyer/customer is authorised to collect any receivables itself until this authorisation is revoked. In the event of cessation of payments, threatened insolvency, application or opening of insolvency proceedings or actual attachment, the right of resale or further processing of the goods and collection of any receivables shall lapse. Any assigned receivables received thereafter are to be accumulated immediately on a special account.
In addition, following a warning in compliance with an adequate period, the company may disclose the assignment by way of security, exploit the assigned claims and request the buyer/customer to disclose the assignment by way of security to its own customer.
Repossession of goods is always effected by way of security and does not constitute a rescission of the contract, even if part payments are permitted subsequently.
If a justified interest can be proven, the buyer/customer has to provide the company with information necessary for the company to make its claims against the buyer’s customer and has to handover the necessary documents.
The buyer/customer is obliged to insure the reserved goods against fire, theft and water damage. The buyer/customer herewith assigns to the company its indemnification claims against the insurance companies or other liable parties, which it accrues due to the aforementioned types of damage.

7. Place of performance and jurisdiction

German law shall apply exclusively.
The place of performance for delivery and payment shall be Kusey.
The place of jurisdiction for all disputes, irrespective of the value in dispute, is the Stendal Local Court (Amtsgericht) or the Stendal Regional Court (Landgericht).

8. Final provisions

The invalidity of any provision shall not affect the validity of the other provisions. The invalid provision is deemed to be replaced by a commercially equivalent provision.
All declarations affecting the validity of the contractual relationship must be made in writing. Any changes to this written form requirement must also be made in writing.

9. Data protection

The data generated in connection with the existing business relationship is stored by us for the purpose of data processing.

Version of 1 September 2008. Our previous General Terms and Conditions become herewith invalid.