General terms of business
- These general terms of business apply for all our offers and contracts unless agreements to the contrary are made in writing.
These conditions are regarded as accepted at the latest on receipt of our material, and they also apply for all future orders from the ordering party, even if we do not make reference to them in every instance.
- We are not bound by the ordering party's terms and conditions of purchasing, even if we have not expressly objected to them.
- Our offers are subject to confirmation. In particular, we are entitled to deliver an equivalent material of the same type and value in place of the ordered material. We expressly reserve the right to make technical changes.
- Verbal ancillary agreements and assurances must be confirmed in writing in order to take effect.
- Unless agreed to the contrary, the prices apply ex works and are subject to statutory value-added tax, suitable packaging materials and transport insurance.
- The documents belonging to the offer, such as drawings, figures, samples and technical specifications, are only close approximations, unless they are expressly defined as binding. The offers, drafts and drawings may not be made accessible to third parties, in particular competitors, and may not be used for tender purposes. If the order is not placed with us, the drawings and other documents belonging to the offer must be returned to us on request. We reserve the right to demand remuneration from for samples, sketches, drafts and other project work and documents expressly requested by the ordering party if they involve a very high expenditure of effort, even if the order is not placed.
- We are not obliged to check whether sketches, models, moulds or trademarks infringe the industrial property rights of third parties. The ordering party is therefore responsible for patent and/or utility model infringements. If we are called upon for reasons of this kind, the ordering party is obliged to exempt us and to reimburse the costs resulting from a claim by third party due to an infringement of rights.
- A purchase order becomes binding with an order confirmation given by us. The ordering party must inform us of any complaints or requested changes in writing within 8 working days.
- Delivery deadlines and dates are only approximate unless we have provided a written assurance that is expressly binding. The specified delivery period starts on the day on which the order has been definitively clarified from a technical point of view and all agreed raw materials have been provided by the ordering party or a third party. This also includes any agreed down payment. The delivery period shall be extended by the period that the ordering party delays in satisfying its obligations to us, plus an appropriate ramp-up time.
- Even within a delay, force majeure events entitle us to postpone the delivery by the duration of the interference plus an appropriate ramp-up time, or to withdraw in full or part from the unfulfilled part of the contract. We shall immediately inform the ordering party in the event that a case of force majeure occurs.Force majeure also includes interruptions in operation such as e.g. fire, shortages of raw materials and energy, strikes, lockouts, or obstruction of traffic routes, regardless of whether these circumstances occur on our premises or on those of a supplier or a supplier's subcontractor.
- All risk passes to the ordering party when the goods are ready for dispatch and we have notified the ordering party of this.
- Goods are sent on the ordering party's account and at the ordering party's risk, even if carriage-free delivery was agreed. In the event of damaged or incomplete shipments, the facts must be ascertained in conjunction with the transport company immediately after receipt.
- Call-off orders are executed within the limits of what is possible in production. If call-off dates are agreed, we can demand payment of the provided quantities once the date has passed, without first having to notify the ordering party. If the ordering party does not accept the called-off/provided quantity on time, we can store it at the ordering party's expense and risk.
- If the ordering party delays in acceptance by more than 2 months, we reserve the right to withdraw from the contract and claim damages due to default . This amount shall be a flat-rate 20 % of the gross order value, unless the ordering party proves that we suffered no or lower damages. We also have the option of claiming higher damages if this can be proved.
- Over- or underdeliveries (piece quantity ± 10 % ) within the usual limits are considered agreed. Partial deliveries are permitted.
VI. Terms of payment
- Unless agreed to the contrary, our invoices are payable immediately and without deduction.
- For objects as of an order value of € 5,000, we reserve the right to demand a down payment of 50 %. The payment of the remainder shall be due after delivery readiness/acceptance.
- On default of payment, we will demand, even if we have not sent a reminder notice, interest on arrears at the level of the bank overdraft interest, at least of 8 percent points above the relevant basic interest rate pursuant to Section 247 of the German Civil Code. The ordering party is entitled to provide that the damages are not more than 8 percent points above the basic rate. We are entitled to prove that higher damages were incurred. Furthermore, all reminder and collection costs must be reimbursed.
Bills of exchange and cheques will only be accepted on account of performance.
- Failure to observe the terms of payment or circumstances that become known to us after conclusion of the contract and give us reasonable doubt about the ordering party's ability to pay shall result in all demands becoming due immediately, including current liabilities on a bill. In these cases, we are also entitled to withdraw from the contract and demand compensation for the resulting losses, unless the ordering party provides payment in advance or sufficient security.
VII. Retention of title
- Up until complete payment of all receivables resulting from the business connection, including future receivables, including those from contracts concluded at the same time or later, the goods remain our property. This also applies if payments are made on specifically designated amounts due.
- The reserved ownership shall be security for our current account claims.
- The ordering party is entitled to resell the goods subject to retention of title in normal business operations on the condition that it fowards our retention of title to its buyer . The ordering party is not allowed to transfer security or make pledges. Interventions or measures by third parties that affect our retention of title must be reported to us immediately. The ordering party must at its own expense carry out all urgent measures necessary to protect our rights. At this time, the ordering party already transfers to us its receivables from the resale of goods subject to retention of title, with all ancillary rights, regardless of whether the the goods subject to retention of title were sold on without or after processing. We accept the transfer. The ordering party is forbidden from making agreements with its buyer that exclude or adversely affect our rights in any way. Even after transfer, the ordering party remains entitled to collect the receivables transferred to us. However, we reserve the right to independently collect the receivable, in particular if the ordering party is in default of payment. On request, the ordering party must provide information about the transferred receivables and their debtor and provide all the information necessary for collection, surrender the related documents and inform the debtor about the transfer.
VIII. Liability for defects/warranty
- The ordering party is required to check the goods immediately after delivery and to provide notification in writing about any obvious defects, including the absence of promised properties, within 8 days from delivery. We are only responsible for the material's suitability for the intended purpose and the correctness of dimensions if we expressly provide assurance of this in writing. For replacement deliveries, the aforementioned period shall begin anew.
- We accept no liability for material defects that are not detectable and occur later. We are not obliged to check provided material for suitability and absence of errors.
- If the notification of defects is justified, we are entitled to carry out supplementary performance. The ordering party must grant us an appropriate time period for this. The type of supplementary performance (subsequent improvement, or replacement delivery) shall be at our discretion. If we provide a replacement delivery, we shall charge the value of the usages up to identification of the defect. The ordering party can only claim damages in place of or in addition to the performance if and when the ordering party has granted us the possibility of carrying out supplementary performance three times. If the subsequent improvement fails, the ordering party can demand the cancellation or reduction of the contract. All further claims are excluded within the scope of the limitation of liability rules below, in particular claims for damages, special claims for compensation for damage that did not occur on the goods themselves (consequential damage).
- The warranty obligations are excluded if amendments were subsequently made to the delivered goods by the ordering party or by a third party not authorised by us.
- Regrinding/sharpening work is carried out at the ordering party's risk. We assume no liability for the damage-free feasibility of the work or the desired success.
- It is not permissible to exercise the right of retention on the purchase price or to perform offsetting against counterclaims. We can refuse to eliminate defects if the ordering party fails to perform its obligations within the scope required by law.
IX. General limitations of liability
- Claims not expressly admitted in these conditions, in particular claims for damages from impossibility, default, breach of contractual secondary obligations, culpability on conclusion of contract, illicit acts – including inasfar as such claims are connected to the buyer's warranty rights – are excluded as far as legally permitted. In any case, however, our liability is limited to three times the value of the goods (invoice amount). The exclusion and limitation of liability does not apply if the claims against us are based on a deliberate or grossly negligent breach of contract by us or one of our vicarious agents, or within the scope of fault-based liability for damage to body and health.
- All claims against us, for whatever legal reason, expire by limitation at the latest 1 year after the transfer of risk to the ordering party. For fault-based liability for damage to body and health and liability due to gross negligence by us or one of our vicarious agents, the legal statute of limitations applies.
X. Place of performance and jurisdiction
The place of performance is Feuchtwangen.
The place of jurisdiction, including for actions on bill of exchanges and cheques, is Ansbach.
Should clauses of these general terms of business be or become invalid, then in place of the invalid terms, those provisions shall apply which comes as close as possible to the economic purpose of the contract while reasonably maintaining the mutual interests of the parties. The legal validity of the remainder of the contract and the other contractual terms remain unaffected.
XII. Data protection
In all operations relating to data processing (e.g. recording, processing and transmission) we act in accordance with the legal provisions. Your data required for business processing will be saved and forwarded by us to commissioned suppliers and service providers to the extent required for order fulfilment. Within the scope of what is legally permitted and taking account of your interest worthy of protection to exclude transmission or usage, we can forward address and credit standing data to SCHUFA or other credit agencies to check a credit history during the period of the customer relationship.
Feuchtwangen, January 2010