General Terms and Conditions of Sale and Delivery
§ 1 Validity of the conditions, offers
These conditions are considered accepted when the buyer accepts the goods or services at the latest. Counterconfirmations of the buyer with reference to his general terms and conditions or conditions of purchase are hereby contradicted. Our conditions shall also apply to all future business contacts, even if they are not expressly agreed upon again. Our offers are without engagement. Verbal agreements with members of our field service must be confirmed by us in writing in order to be binding.
§ 2 Passage of risk, shipping costs
Goods shipped to destinations in Germany are delivered free house if their invoice value is EUR 150.00 or more. Goods destined for export the buyer has to bear the freight charges. The risk passes to the buyer as soon as he accepts the goods from the carrier. The recipient must check the shipment for damage when he accepts it from the carrier. Any damage detected must be noted in the accompanying documents and reported to us immediately.
If a faster mode of shipping is required (e.g. air freight, express etc.), the buyer shall bear the difference in cost between the cheapest shipping mode and the desired shipping mode.
Normal packaging, i.e. paper or foil, is free of charge. Special packaging, e.g. boxes, is charged to the customer and not taken back.
For return of complained goods the buyer has to bear for freight charges.
§ 3 Payment
We give a 1% cash discount if payment is made within 10 days of the date of invoice. The net payment period is 30 days from the date of invoice.
Cash discount is only given if all outstanding payments for earlier performances have been settled and if we have received the invoice amount by the due date.
We are entitled, even in case of contrary terms of the buyer's, to offset payments received against the buyer's older debts. The buyer will be informed of the type of netting.
In case of a delay in payment we are entitled to demand interest in the amount of 8% above the applicable base rate of the European Central Bank as lump sum damages, starting on the due date of the payment. If payment is delayed, we may withhold a subsequent delivery until outstanding debts are settled.
§ 4 Reservation of ownership
We reserve ownership for all goods delivered by us (conditional commodities) until all debts, including conditional and future debts and subsidiary debts of the buyer resulting from the respective business transactions, have been paid and the corresponding bills of exchange and checks have been honored resp. cashed. This also applies to house bills issued by us that were sent back to the customer in return for a check, bank transfer or cash payment.
The buyer may not pledge conditional commodities or assign them as security to third parties. The buyer must notify us immediately of any infringement on our property rights by a third party.
If the buyer violates his obligations, particularly if he is late in making payment, the entire residual debt is due immediately. In such cases, or if we learn of circumstances which might endanger payment of the debt by the customer, we are entitled, without setting a deadline, to demand surrender of the goods, to pick up the goods at the buyer's or have them picked up by an authorized person, and/or to cancel the contract. The buyer must surrender the goods. A demand for surrender of goods does not imply a cancellation of the contract, unless this is expressly stated.
The buyer must insure the goods delivered by us against damage from the moment he accepts the goods from the carrier, while the reservation of ownership is still valid.
§ 5 Warranty
The buyer must send us a written notice of the defect immediately, but no later than one week after receipt of the delivered item. Defects which cannot be detected within this time, even after careful inspection of the goods, must be reported to us immediately upon detection. However, warranty claims relating to defects become statute-barred one year after acceptance of the delivered item. The specified warranty period does not apply in cases of intent or malicious silence with regard to a defect, or if the seller has given a warranty for the quality of the delivered item.
If the purchased item is defective, we are entitled to either correct the defect or deliver a new item without defects (subsequent performance). If the subsequent performance fails, the buyer is entitled to either cancel the contract or demand a reduction of the purchase price. We accept liability according to the legal provisions in cases of damage claims based on intent, gross negligence or a culpable violation of an essential contractual obligation on our part. Insofar as we are not charged with an intentional violation of the contract, our liability for damages shall be limited to foreseeable damages arising in a typical manner.
A liability for damages exceeding the above provisions is excluded, regardless of the legal nature of the asserted claim. This applies in particular to damage claims based on culpa in contrahendo or any other violation of duties, and to claims for compensation of damage to property due to tortious conduct according to ß 823 of the German Civil Code.
This warranty disclaimer does not affect our liability for a culpable injury of life, body, or health or the liability mandated by the product liability law.
We can acknowledge buyer's complaints only if we are given the opportunity to inspect and check the goods in question.
§ 6 Engineering changes
We reserve the right to make engineering changes that serve the technological progress at any time.
§ 7 Markup for small-volume purchases
We charge a supplement of EUR 10.00 and shipping costs of EUR 5.00 for orders under EUR 150.00.
For export business lower than our minimum value of 300,00 EURO net, a surchage for quantities below minimum value amounting to 25,00 EURO is
stipulated, freight charges are for buyers account.
§ 8 Applicable law, jurisdiction, partial invalidity
These conditions of sale and delivery and all legal relationships between us and the buyer arising from the contract are subject to the laws of Germany. The Hague (ULF and ULIS) and Vienna (CISG) conventions on the international sale of goods are excluded.
The sole place of jurisdiction for all disputes arising directly or indirectly from this contractual relationship is Langen in the state of Hesse, Germany.
If a provision of these conditions or a provision of any other agreement is or becomes invalid, this shall not affect the validity of all other provisions or agreements.