§ 1 Application
(1) This Standard Terms and Conditions shall exclusively apply for all services and supplies also for orders in our Online shop, unless otherwise agreed to in writing by both parties.
(2) Our General Terms and Conditions shall also govern all future transactions without any need of express reference thereto or agreement thereon at the conclusion of such transaction and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
(3) The provisions of these Terms and Conditions extend to standard contract conditions which are used in a contract with a merchant in course of business only.
(4) Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document of information issued by the seller shall be subject to correction without any liability on the part of the seller.
§ 2 Offers, Acceptance
(1) Our offers shall not be binding in particular with reference to quantities, price and delivery time.
(2) Orders placed by the Buyer shall not be regarded as accepted before these have been confirmed by us in writing. If we should fail to confirm an agreement in writing which we have entered into verbally or in a telephone conversation, then our invoice shall be regarded as confirmation.
(3) The presentation of goods in the online shop does not constitute a binding application for the conclusion of a purchase contract. Rather, it is a non-binding request to order goods in the online shop. By clicking on the button ["order now for payment" / "buy"] you make a binding offer.
§ 3 Prices
(1) Our prices are ex works, in EURO exclusive of any statutory VAT which shall be payable at the date of delivery and exclusive costs of packaging and delivery, except as otherwise expressly agreed upon.
(2) If, as a result of a change of law between the agreement date and the delivery date, additional or increased charges – in particular duties, levies, currency compensation payments, shall be payable, then we shall have the right to increase the purchase price accordingly. The same shall apply to any fees for examination.
§ 4 Payment
(1) Payment shall be made within 30 days net from date of invoice. New export customers are only supplied after payment is received, i. e. cash in advance.
(2) We shall accept promissory notes and checks only upon specific arrangement and only on account of payment. Any fees for discount bills or promissory notes shall be at the expense of the Buyer and immediately payable.
(3) If the invoice amount shall not have been settled within 30 calendar days after the date of invoice or as at another due date, we shall have the right to recover default in a proven amount without the need to a separate warning notice, but in any event an amount equaling 5 % above the base rate of the European Central Bank.
(4) From the second reminder we will charge a handling fee of 5 €. The handling fee will be 8 € for the third reminder, 10 € for the fourth and 15 € for the fifth and last reminder.
The buyer is permitted to show that damage has either not occurred or is less than the lump sum.
(5) The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
§ 5 Quantity, Quality, Labelling
(1) At all times, we shall have the right for custom-made products to supply 10 % more or less than the agreed amount.
(2) We shall have the right to reasonable delivery in instalments.
§ 6 Shipment, Delivery
(1) Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defenses based on non-performance of the contract are reserved.
(2) The goods shall be transported insured and in any event at the risk of the Buyer. This shall also apply in cases of any delivery free of charge and regardless of which means of transport shall be used. A transport insurance shall be provided. Any costs arising therefrom shall be at the expense of the Buyer only.
(3) The selection of the place of dispatch and the transport route and the means of transport shall, in the absence of any written arrangement dictating otherwise, be subject to our reasonable discretion and be without liability for the cheapest and fastest transport.
(4) If the Buyer provides the means of transport, then he shall be responsible for its availability on time. We shall immediately be informed of any delays. Any costs arising therefrom shall be at the expense of the Buyer.
(5) At all times our delivery obligation shall be subject to timely and orderly receipt of the goods from our own suppliers.
(6) Unless otherwise expressly agreed in writing, any indicated time of delivery or unloading shall be non-binding.
(7) Any inability to supply as a result of force majeure or other unforeseen incidents outside our responsibility including, without limitation, strike, lock out, acts of public authorities, subsequent cease of export or import opportunities and our reservation of timely supply from our own supplies in accordance with subsection (5) above shall, for their duration and in accordance with their impact, relieve us from the obligation to comply with any agreed time for delivery and unloading. Further, the above inability to supply gives us the right to withdraw from the contract without giving the right to the Buyer to claim for indemnity or other rights.
(8) If any agreed time of delivery or unloading shall be exceeded and there shall be an incident referred to in subsection (7) above, then the Buyer must specify to us a reasonable cure period of minimum two weeks. If we shall fail to meet such deadline also, then the Buyer shall have the right to rescind the agreement but shall have not right to seek compensation for breach of contract or default unless in cases of willful misconduct or gross negligence on our part.
§ 7 Warranty
(1) Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
(2) Warranty claims shall be time-barred after 12 months of the passage of risk.
(3) In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of subsequent improvement or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
(4) The warranty obligation does not refer to natural wear and tear nor to damage occurring after the transfer of risk due to improper or unsuitable handling, excessive stressing, unsuitable operating material, and chemical, electrochemical or electrical influences of a nature not provided for according to the contract. On improper alterations or repairs or maintenance carried out by the Purchaser or third parties our warranty obligations and liability for consequences caused thereby are rendered void.
(5) Our retreated units are thoroughly checked before they are sold. Anyhow, we are not liable for any material deficiency.
§ 8 Liability
In case of intention or gross negligence, also on part of any persons assisting us in the performance of their obligations, we shall be liable in accordance with the applicable laws.
(1) The same shall apply in case of a damage caused by negligent violation of life, body or health.
(2) In case of a damage to property or a financial damage, we as well as any persons assisting us in the performance of obligations, shall only be liable in case of breach of an essential contractual obligation, subject, however, to a maximum amount equal to the damage which was foreseeable at the time of conclusion of the contract and typical for the contract; essential contractual obligations within the aforesaid meaning are such obligations the fulfilment of which is a prerequisite for performance of the contract and which the other party may generally expect to be complied with.
(3) Liability according to the German Product Liability Act and the German Equipment and Product Safety Act remain unaffected.
§ 9 Privacy
§ 10 Retention of Title
(1) We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(4) The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
(5) Insofar as the above securities exceed the secured claim by more than 10 %, we are obligated, upon our election, to release such securities upon the purchaser’s request.
§ 11 Final Provisions
(1) This contract shall be governed by the laws of the Federal Republic of Germany excluding the Convention on Contracts for the International Sale of Goods.
(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Unna/Germany.
(3) The invalidity of any provision of these general terms and conditions shall not affect the validity of the other provisions. Invalid provisions shall be deemed to be replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.