General Terms and Conditions (02.06.2021)
- Scope of application
The following terms and conditions of sale shall apply to all contracts, deliveries and other services unless they are amended or excluded with our express consent. Our contractual partner's terms and conditions shall not become binding even if we do not expressly object to them.
- Offer and conclusion
1. Offers made by us are always subject to confirmation. Conclusions of contracts and other agreements with us shall only become binding upon our written confirmation or upon our delivery.
2. Our employees are not authorised to make verbal subsidiary agreements to contractual agreements or to give assurances which go beyond the written contracts. The effectiveness of such agreements is in any case dependent on our written confirmation.
- Technical specifications, tools and drawings
1. Illustrations, weights and dimensions are non-binding. We reserve the right to make design changes. Details and information on the suitability and application of our products are non-binding and do not release the purchaser from his own tests and trials, which must be carried out in every case.
2. Drawings and other documents relating to the products supplied or offered by us remain our property. They may only be used for the contractually intended purpose without special consent. The passing on and disclosure to third parties as well as the use by the contractual partner beyond the contractual purpose requires our written consent. In the event of an infringement, a contractual penalty of € 10,000 shall be forfeited. The drawings and other documents are to be returned at our request.
3. Tools, auxiliary tools and apparatus for the manufacture of the goods shall remain our property even if costs have been charged to the customer for them. After the expiry of the first two years after manufacture or acquisition, we shall only retain these items free of charge for further orders if at least 80% of the annual purchase quantity on which the item bid is based is achieved each year.
- Prices and payments
1. Unless otherwise agreed, the following terms of delivery shall apply:
- The minimum order value is 250.00 EUR net. If the value of the goods is less than this, an additional flat-rate handling fee of EUR 25.00 shall be charged.
- Deliveries within Germany are free of charge.
- The prices do not include the statutory value-added tax.
- Spare parts are invoiced at net prices.
- The minimum order value is 1500.00 EUR net. If the value of the goods is less than this, an additional flat-rate handling fee of 50.00 EUR plus freight will be charged.
- Deliveries will be made EXW from 1500.00 EUR net.
- Spare parts are invoiced at net prices.
The agreed prices correspond to the cost situation at the time of conclusion of the contract. Should the costs for materials, wages or other price-forming factors increase or decrease until delivery, we reserve the right to invoice the order at our prices valid on the day of delivery. For goods for which we have issued price lists, the price list valid at the time of delivery shall apply.
2. We insure all goods against loss and damage and charge a premium of 1 per mille of the net order value. We shall only waive the conclusion of insurance if expressly instructed to do so.
3. We do not accept bills of exchange as a matter of principle, so that we are not obliged to return bills of exchange sent to us.
4. In the absence of a special agreement, the following payment terms shall apply
a) In the case of machines and electrical cutting equipment, 1/3 down payment when the order is placed, 1/3 payment on delivery and 1/3 payment of the balance net cash 30 days after the invoice date.
b) For pressed, stamped and drawn parts as well as apparatus and packaging equipment, net cash in advance.
c) In the case of tools and devices, immediately after receipt of the outturn samples, net without deduction.
5. In the event of payment terms being exceeded and in the event of default, we shall be entitled to charge interest at the rate of our current account interest rate, but at least 5% above the respective ECB discount rate.
6. Offsetting with any counterclaims disputed by us is not permitted unless these have been legally established. The assertion of a right of retention against our claims shall be excluded, unless complaints about defects in the delivered goods are raised from the same contractual relationship.
The right of retention may only be claimed to the amount of the costs of rectifying the defect.
If, after acceptance of the order, justified doubts arise as to the solvency or creditworthiness of the customer, we shall be entitled to demand either cash payment or advance payment or to withdraw from the contract and demand reimbursement of our expenses from the customer. A delivery of goods shall only be made upon settlement of the overdue open items.
- Dispatch and transfer of risk
Subject to deviating agreements, the route and means of dispatch shall be left to our choice. Dispatch shall be at the expense and risk of the customer. If dispatch is delayed at the request or fault of the customer, the goods shall be stored at the expense and risk of the customer. In this case, notification of readiness for dispatch is equivalent to dispatch.
• Packaging in cartons is included in the price.
• Packaging in boxes, crates, containers or on one-way pallets shall be charged separately.
• Packaging will not be taken back.
• Box pallets are returnable containers and must be returned in the same number and quality.
- Delivery periods, delay and impossibility of delivery
1. Delivery periods and delivery dates shall only be deemed to be fixed if we expressly confirm the delivery period as a fixed date in writing. Otherwise, delivery dates are always only non-binding time specifications which we endeavour to meet and are always understood as the date on which the goods leave our works.
2. the delivery periods shall be reasonably extended - also within a delay - in the event of force majeure and in the event of unforeseen obstacles occurring after conclusion of the contract, insofar as these obstacles have an influence on the delivery of the item sold. This also applies if these circumstances occur at our suppliers or their suppliers. In particular, strikes or lockouts shall also be deemed to be an impediment.
3. The delivery periods shall be extended by the period in which the customer is in default with his contractual obligations - within an ongoing business relationship also from other contracts.
4. orders on call are only accepted with acceptance periods. If acceptance does not take place within the agreed period, we shall be free to deliver completed deliveries without further notice or to store them at the expense of the customer or to withdraw from our delivery obligation in whole or in part with notice or to demand compensation from the customer for non-performance.
5. In the event of delayed delivery, our customer may withdraw from the contract or assert other claims if a reasonable period of grace has been set beforehand with the indication of which rights are to be asserted after expiry of the deadline.
6. If we are responsible for delay or impossibility of delivery, any claim for damages to which the customer is entitled shall be limited to the damage foreseeable at the time of conclusion of the contract, but not more than 10% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay or non-delivery. This limitation shall not apply if the contract is not related to a commercial activity of our customer and if we are liable in cases of intent or gross negligence. The right of the customer to withdraw from the contract after the fruitless expiry of a grace period granted to us with reference to the exercise of the right of withdrawal remains unaffected.
- Retention of title
Until the fulfilment of all claims to which we are entitled against the customer now or in the future, we shall be granted the following securities, which we shall release at our discretion on request, insofar as their value exceeds our claims by more than 20% on a sustained basis. Delivered goods remain our property. Processing or transformation shall always be carried out for us as manufacturer, but without any obligation on our part. If the goods delivered by us are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the goods delivered by us to the invoice value of the other goods used at the time of processing.
If our goods are combined or inseparably mixed with other movable items to form a single item, and if the other item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis insofar as the main item belongs to him. Items to which we are entitled to ownership or co-ownership are hereinafter referred to as reserved goods. Subject to our revocation, the buyer is entitled to sell the reserved goods in the ordinary course of business and to combine or mix them with the goods of others. The buyer hereby assigns to us any claims arising from the sale, combination or mixing or any other legal reason with regard to the goods subject to retention of title; if such claims are included in current invoices, this assignment shall also include all balance claims. In the event of access by third parties to the reserved goods, the buyer shall point out our ownership and notify us immediately. In the event of any breach of contract by the buyer - in particular default of payment - we shall be entitled to take back the goods subject to retention of title at the buyer's expense or, if applicable, to demand assignment of the buyer's claims for return against third parties. Our taking back or seizure of the goods subject to retention of title does not constitute a withdrawal from the contract, unless the law on instalment payments applies.
- Excess and shortfall in performance, warranty and damages
1. In the case of series orders, in particular of pressed, stamped and drawn parts, we reserve the right to over- or under-deliver by up to 10%.
2. We are only liable for defects as follows: The buyer shall inspect the received goods immediately upon arrival for defects and warranted characteristics. Obvious defects are to be notified to us immediately in writing, hidden defects within five working days.
In the event of justified complaints, we shall, at our discretion, rectify the defective goods, make a replacement delivery or issue a credit note. The buyer shall grant us the time and opportunity reasonably required to remedy the defect; otherwise the warranty shall lapse.
If we do not provide a warranty by rectification, replacement delivery or credit note within a reasonable period of grace granted to us, the buyer shall be entitled to demand rescission of the contract or reduction of the purchase price. Warranty claims for defects shall become statute-barred 12 months after delivery. The warranty period for repairs is 3 months, for replacement deliveries and replacement services 6 months. It shall run at least until the expiry of the original warranty period for the delivery item. Claims for damages by the buyer arising from culpa in contrahendo, breach of ancillary contractual obligations and tort are excluded, unless the claims are based on intent or gross negligence. This exclusion of liability also applies to consequential damages. Claims for damages shall become statute-barred 12 months after receipt of the goods by the buyer.
- Taking back goods
In the event that we take back goods by offsetting them against purchase price claims, we shall issue a credit note. In the case of goods in saleable condition, 20% of the purchase price, but at least €25, will be deducted for our expenses. In the case of damaged goods and older deliveries, we shall issue a credit note to the amount of the resale proceeds estimated by us at our reasonable discretion, deducting our above reimbursement of expenses. Custom-made products are excluded from return.
- Final provisions
1. Place of performance for deliveries and payments is Velbert. The local court of Velbert or the regional court of Wuppertal is agreed as the place of jurisdiction, insofar as the customer is a registered trader, a legal entity under public law or a special fund under public law.
2. The relations between the parties shall be governed exclusively by the law applicable in the Federal Republic of Germany to the exclusion of the Hague Convention on Contracts for the International Sale of Goods.
3. Should any clause of these terms and conditions of sale be invalid, this shall not affect the validity of the remaining contractual clauses.