Our deliveries and services shall be effected exclusively subject to the present General Terms and Conditions of Business. They are an agreed component of all agreements contracted with us. They shall also apply to future purchase agreements, even if explicit reference is not made to them.
Amendments to our General Terms and Conditions of Business shall require our explicit written consent to be valid.
The written documents of contract shall reflect all agreements contracted between us and the customer placing the order. In all other respects, any different terms and conditions of business of the customer shall only ever be deemed binding if explicit written acknowledgement has been given thereto at the time of contracting.
Our General Terms and Conditions of Business shall only apply towards other business undertaking in the sense of §310 BGB (German Civil Code).
Our quotations shall always be subject to change without notice and to a time limit of 60 days after their issue. The right to interim sales, error and omission shall be retained. Incoming orders shall not explicitly require a written confirmation. Billing shall be deemed equivalent to the written confirmation.
The price shall all be ex-works including transport packaging without value added tax. If the Customer fails to accept a piece number on which the calculation was based, we shall be entitled to charge a surcharge for the lesser quantity.
Invoices shall be due by prepayment without any deduction.
It shall not be possible to benefit from discount a debit balance is still outstanding from the previous delivery. The Customer shall only be entitled to offset any claim to payment if said claims have been recognized by declaratory judgment, are undisputed or have been acknowledged by us. Any right to retention shall only be asserted where the claim of the Customer is based on the same contracted relationship.
In the event of default, we shall be entitled to charge penalty interest to the order of 8 percent points in excess of the basic interest rate.
In the event of non-compliance with the payment deadline of 30 days, we shall be entitled to retain further deliveries, to call for advanced payment or cash on delivery or to decline the purchase agreement.
Upon the cessation of payment, the petition for a settlement or standstill agreement (moratorium), all receivables shall become due for payment immediately.
Delivery deadlines arranged shall always be deemed as approximate. Force majeure and problems with the plant or difficulties or delays in the plant of a supplier shall lead to a lengthening of the agreed delivery period. In such cases, it shall under no circumstances be possible to assert claims for damages for unpunctual delivery. A right of rescission shall only exist where the delivery period specified has been overstepped by more than 30 days.
The goods shall remain our property until payment of all receivables from the business relationship. The Customer shall, however, be entitled to sell the goods to which title is retained in the course of normal business practice, provided the receivables derived from said resale shall be assigned to us.
Dispatch shall be carried out unless otherwise explicitly arranged ex works Ratingen. In the event of any misunderstanding or disputes, the terms and definitions of INCOTERMS 2010 shall apply.
With the delivery of special models, it is not possible to comply with an exact piece number. It shall not be possible to lodge complaint for any divergence of up to 10%. Said divergence shall not constitute a defect.
Special products shall be deemed to be all items that are not listed as standard articles on our website or which differ in any way from the models which we deliver as named on our website.
The Customer shall inspect carefully and fully each delivery upon receipt. Defects recognizable during inspection shall be notified in written from within 8 days of receipt of the goods. The same period of time shall apply to concealed defects as from the time they are discovered.
We shall be liable for the goods being of the quality specified in the order confirmation. Liability of the suitability of our products for special applications of the Customer shall require that we have explicitly guaranteed said suitability in written form.
In all other respects in the event of justified and properly notified defects, we herewith undertake to either repair the defect goods within an appropriate delivery period or, as we choose, to exchange them for a faultless one.
The Customer shall only be entitled to reduce the price and to call for damages if the measures of remedy have been unsuccessful. However there shall only be a right to cancel the agreement and claim damages in place of receiving the entire performance contracted, if the defect is not inconsiderable.
We shall rule out any liability on our parts for slightly negligent breaches of duty, where these do not relate to duties of importance to the agreement, damages from the injury of life, body or health or guarantees or if claims are affected under the Product Liability Act. The same shall apply to breaches of duty on the part of our vicarious agents. Where are the liable, the extent of our liability shall be limited to that of damages that are typical in comparable transactions of this nature, which were foreseeable when the agreement was contracted or at the latest when the breach of duty was committed.
Claims of defects shall become statute-barred within one year of delivery of the goods. This shall not apply if the claims relate to an intentional or grossly negligent breach of duty, or if the article is placed under guarantee.
The place of performance for all rights and obligations derived from the business relationship shall be registered seat of our company. For all legal disputes shall be the place of jurisdiction of the registered seat of the company. Nevertheless, we shall retain the right to sue the Customer at its own place of registered business as well.
Exclusively the laws of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention for the International Sale of Goods.