Following conditions of delivery and payment apply to the customer as recognized and legally binding by placing an order. Divergent terms by the customer need our explicit written approval for validity.
1. Our offers are always nonobligatory. Technical changes, as well as changes in shape, color and/or weight are within reason without any obligation. All orders require our written confirmation. With the written confirmation a valid contractual relationship is accomplished.
2. We reserve property of the delivered products until the complete settlement of all filed claims from a current business relation. The customer is committed to treat the assets with care. Necessary maintenance and inspections must be realized on one’s own account. The customer has to report any access, damage or destruction to the product by third parties immediately, just like any change of ownership. If the customer violates against obligations or gets into default of the payments we are allowed to withdraw from the contract and reclaim the product. The manipulation and processing of the product by the customer always takes place in the name and assignment for us. If a processing occurs with property that doesn’t belong to us we acquire joint property on the new asset in proportion of the value from our delivered product to the other processed assets.
3. The agreed price excludes VAT. All deliveries occur ex works. The customer obliges to pay the agreed price within 14 days after delivery of the goods. After the expiration of this deadline the customer gets into default. The customer has to pay 8% interest upon the agreed price on top of the basic rate of interest. Starting from an order value of 5.000,-€ (or 2.000,-€ for initial orders) an advance payment of 50% is required upon procurement. The customer is only allowed to charge up against the claims on the purchasing price if the counterclaims were determined legally valid or approved by us. A right of retention is only available for the customer if that right is based on the same contractual relationship.
4. The risk of random destruction and random worsening of the product lies from the point of receiving, during the delivery at the shipper, transport carrier or anyone responsible for the transport, to the customer. The handover is the same if the buyer is in delay of acceptance.
5. Defects on the delivered products must be told in writing within 8 days after receiving. Warranty only happens by rectification or replacement delivery. If the subsequent delivery fails the customer can claim a reduction on the purchase price or a cancellation of the contract. The right of cancellation doesn’t apply to minor violation of the contract, especially minor defects, though. Warranty claims are excluded when the defects were not told in writing within the deadline mentioned above. The customer has the burden of proof for any eligibility requirements, particularly the defects, the time of determination and timeliness of the complaint. In case of cancellation after a failed rectification or replacement delivery there is no right for claim for damages. The warranty will take 1 year after receiving the product of the customer. In addition to the quality specifications agreed under contract, generally only the product description shall be deemed to be the agreed quality of the goods. Public statements, claims or advertisement though are not basis of contractual arrangements on the goods.
6. On all of our produced designs, drawings and tool we have the sole copyright. Without our approve the usage of them is not allowed over the contractual agreed purpose.
7. As long as non-delivery or delay of delivery is beyond our control, especially by coincidence, catastrophes and force majeure, we shall not be liable. The same occurs for transport disruptions, strikes and other impediments to performance that are not represented by us. In this case we are allowed to cancel the contract. Any paid counter-performances must be refund to the customer. In other respects we are not liable for minor infringements of unessential contract obligations also by legal representatives or vicarious agents. The customer’s claims for damages prescribe within one year after the passing of risk regarding the products. This shall not apply in the event that we have concealed a defective title or material defect in a fraudulent manner.
8. For our contracts the law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply here and are expressly excluded. The place of performance for all duties arising from the contractual relationship, in particular regarding the performance, taking back of packaging material and payment, shall be Groß-Umstadt, Germany. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the local court responsible for our registered office in Groß-Umstadt, Germany. If individual provision of the contract with the customer including these general terms and conditions become partially or completely invalid this shall not affect the validity of the remaining provisions of the contract. The invalid provision shall be replaced by a new provision that comes as close as possible to the spirit and economical purpose intended by the original.
Status: October 2011
Subject to change without notice
