Our written order confirmation shall be binding for all sales agreements. Any commitments and agreements made orally, by telephone or telegraph that differ from our terms and conditions shall be binding only after we have confirmed them in writing. The buyer accepts our general terms and delivery conditions by placing the order. The terms and conditions are valid for all current and future business dealings between us, even if an order is not explicitly confirmed by us.
Prices are subject to change and non-binding. If the price of raw material or another calculation base goes up before the delivery date or before payment of an invoice we have the right to calculate the current price based on this increase. This does not apply to non-traders or small traders, for goods or services that are to be delivered or rendered within 4 months of contract conclusion. If no other terms and conditions are specified by us our prices are ex factory, packing excluded. In the event of post-free deliveries, e.g., by mail or express mail, the shipping costs incurred by us shall be invoiced together with the packing costs. Shipping is at the cost and risk of the recipient.
3. DELIVERY AND ACCEPTANCE SPECIFICATIONS:
Dates and times of delivery quoted by us should be understood as approximate deadlines. We are unable to commit to meeting these exact deadlines, unless a fixed deadline has been agreed in writing. If an order is to be delivered in the form of partial shipments and if no specific delivery dates have been agreed the requests for each delivery must give us sufficient notice to properly manufacture and deliver within a reasonable amount of time.
Invoices are generally payable within 30 days of the invoice date. If our confirmation or invoice contains different payment conditions, then these other conditions shall apply. Payments must be made only to the accounts or locations specified by us. If the buyer exceeds a payment date we have the right to charge interest on arrears from the date of default on; we reserve the right to assert claims for further damages.
5. PACKING AND SHIPPING:
The risk is transferred to the buyer as soon as the shipment is consigned to the person responsible for transport or as soon as it leaves the seller's factory for the purpose of shipping. If a shipment is delayed at the buyer's request, the risk is transferred to the buyer at the time of the notification of readiness for shipment. We have the right but are not obligated to insure shipments on behalf of the customer. Unless otherwise specified, shipments are made to the best of our judgment and according to the prevailing capabilities.
Obvious defects must be brought to notice by registered letter within 8 days of receipt of the merchandise. Hidden defects must be claimed as soon as they are discovered. If a defective delivery is verified and recognised by us we will, at our choice and to the exclusion of other warranty claims on the part of the customer, supply a replacement or rectify the defect if the defective item is returned to us. If the rework or replacement fails after a suitable period of time the buyer has the right to demand a price reduction or a rescission of the contract. The guarantee is limited in extent to the guarantee provided by the manufacturer of the merchandise in question.
7. RESERVATION OF OWNERSHIP:
Until all payment claims to which we are entitled from the purchaser for any legal reason have been met we shall be granted the following security, which we shall release at our own discretion on demand as soon as the value of the security is permanently more than 20% above the value of the amounts payable. The goods delivered by us shall remain our property until the purchase price, including any secondary claims, has been paid in full. Cash payments, bank transfers or payments by cheque made in exchange for the remittance of a bill of exchange issued by us and accepted by the buyer shall not count as payment until the bill of exchange has been honoured by the acceptor, thus releasing us from the endorser's liability, with the result that the agreed reservation of ownership and its extensions (without prejudice to further agreements) remains in existence in our favour at least until the bill of exchange has been honoured. Payments made by our customers are applied first to merchandise that has already been resold by them. Any processing or alterations are always made for us as the manufacturer but without any obligation to us. If our (joint) ownership expires due to incorporation it shall hereby be agreed that the buyer's (joint) ownership of the combined item shall be transferred to us in proportion to its value (invoice value). The seller shall store our (joint) property free of charge. Goods for which we are entitled to (joint) ownership are hereinafter referred to as goods subject to retention of title. The seller has the right to process and sell these goods in the course of proper business dealings as long as the seller is not in arrears. Pawning and conditional bills of sale are not permitted. Claims that result from a resale or any other legal reason (insurance, unlawful act) with respect to goods subject to retention of title shall herewith be ceded to us in their entirety as a security by the buyer. We authorise the buyer until further notice to collect the claims ceded to us for our account in the buyer's own name.
The buyer shall, at our request, disclose the assignment and provide us with the required information and records. If goods subject to retention of title are seized by a third party the buyer will point out our ownership and notify us immediately. In the event of a breach of contract by the buyer - especially in the event of any late payments - we have the right to take back the goods subject to retention of title at the buyer's expense or, if applicable, to demand the assignment of the buyer's claim for surrender against third parties. Our taking back or seizing of goods subject to retention of title does not constitute withdrawal from the contract unless the instalment law applies.
8. PROTECTIVE REGULATIONS:
All types, models, etc. are our intellectual property. The buyer or recipient is not allowed to reverse engineer them, secure any trademark rights or exploit them in any other way. We disclaim in advance any liability for any damages, patent claims, etc., for our brands that have been created based on our own design and experience, including liability to third parties. Liability for damages caused deliberately or recklessly remains unaffected. Dimensions, technical details, etc. listed in our printed materials, brochures, etc. are non-binding. No claims for damages can be made against us in the event of a deviation unless the damages were caused by deliberate or grossly negligent behaviour. Orders made on the basis of the buyer's specifications or drawings do not become binding for us until they have been expressly confirmed in writing.
9. RIGHT OF CANCELLATION:
Force majeure – defined as circumstances and events that cannot be prevented by prudent management – suspends the parties' contractual obligations for the duration of the disruption and for the scope of its effect. If the resulting delays exceed a period of 6 weeks both contractual partners have the right to withdraw from the contract with respect to the scope of services in question. There are no other claims. If the buyer is in arrears or if there is reason to doubt the buyer's creditworthiness we have the right – without prejudice to our other rights – to withdraw from the delivery obligations or to demand, at our own choice, prepayment or securities for outstanding deliveries as well as to enforce all claims resulting from the business relationship.
10. PLACE OF FULFILMENT:
The place of fulfilment for deliveries and payments is Trier. If the buyer is a registered merchant, a corporate body under public law or a special fund under public law the agreed place of jurisdiction for any disputes arising from the contracts and related legal relationships for both sides shall be Trier. The same is true if the domicile or habitual residence of the buyer is unknown at the time an action is filed. The district court of Trier is agreed to have jurisdiction for court collection proceedings (paragraph 688 II of the German code of civil procedure).
11. OTHER PROVISIONS
If one or more provisions or a provision within the framework of other agreements is/are or become(s) invalid the effectiveness of the remaining provisions shall remain unaffected. An invalid provision must be replaced by one that achieves its intended commercial purpose as much as possible.