General Terms and Conditions
1. Scope of validity
1.1 Our deliveries and offers will be rendered exclusively under the provisions of these Terms and Conditions of Sale. Our offers have a validity of 4 weeks. Our deliveries and offers shall also apply to all future business relations, even if they were not explicitly agreed again. These conditions shall be considered accepted upon receipt of the goods or services at the latest. Any deviations from these conditions imposed by the buyer with reference to his terms of trade and purchase are expressly excluded.
1.2 Any modifications to these Terms and Conditions are only valid if they are confirmed by us in writing.
2. Prices
2.1 All prices are stated in € and are ex Lüdenscheid
2.2 We charge € 25,00 for handling for order values below € 250,00.
2.3 Our price indications are binding for 3 months from the delivery date stipulated in the contract, alternatively from conclusion of the contract. After expiration of the three month period we are entitled to raise the prices according to the increase in production cost and considering the market development for similar products. In case of an increase of more than 10%, the buyer is entitled to withdraw from the contract. Beforehand, he has to inform us in writing about the refusal of the price increase and give us the opportunity for a period of 3 weeks to declare the request for price increase invalid so that the contract can be continued and settled according to the original conditions.
3. Delivery time
3.1 The indicated dates and terms are nonbinding unless otherwise expressly agreed upon in writing.
3.2 Delivery periods will be effective from the date of mailing the order acknowledgement. The delivery shall be considered as performed during the specified time if the customer has been informed until expiry of the deadline
that the delivery item is ready for shipment. The delivery period will be reasonably extended within the scope of trade disputes as well as in case of unforeseen events beyond our control, if such events are evidently of considerable
influence on the completion or delivery of said item. This is also valid if such events
occur while the delivery is already delayed. Partial deliveries remain reserved unless they have been expressly excluded.
3.3 We are only liable for damages caused by delay if these are due to intent or gross negligence.Delays in delivery and performance which are caused by delays of sub-suppliers have to be tolerated by the buyer for a period of 2 weeks without indemnification unless a fixed date transaction was agreed.
4. Shipment and passage of risk
4.1 Shipment is executed ex Lüdenscheid and at the buyer‘s risk unless otherwise agreed.
4.2 The risk passes to the buyer as soon as the delivery has been handed over to the person executing the transport or has left our stock - concerning direct mailing the German port of entry - for shipment.
4.3 An insurance of the goods against transport damages is only issued at the buyers express wish and at his cost.
5. Warranty and Liability 5.1 The warranty period for goods and services is 6 months from passage of risk. Our liability will also end 6 months after passage of risk if shipment is delayed without our being at fault. 5.2 For important bought-in products our liability is restricted to the assignment of liability claims which we have against the supplier of the bought-in goods. 5.3 No warranty is granted in case of improper use, faulty installation or commissioning by the buyer or third persons, in case of natural wear and faulty or careless handling. 5.4 The buyer has to immediately inform us about faults in writing, at the latest within one week after receipt of the products. Faults which cannot be discovered within this period in spite of thorough examination have to be reported to us in writing immediately after their discovery. 5.7 We are only obliged to remedy defects or deliver replacements if the buyer on his part has fulfilled his obligations from the contract. 6. Retention of Title 6.1 The delivered goods shall remain our property until all due and consequent claims, for whatever legal reason, have been paid. 6.2 Processing or transformation is done in our name as the producer. Should we lose ownership due to processing or fusion, we will become partial co-owner (value of invoice) of the new product. The buyer will store the co-owned products free of charge. These goods will be referred to as reserved godos in the following. 6.3 The buyer is entitled to process and sell the reserved goods in the regular course of business as long as payment obligations are fulfilled. As a precaution, the buyer fully assigns to us the claims concerning the reserved goods resulting from resale or any other legal reason against any of his customers or buyers. We hereby revocably authorize the buyer to collect in his own name the claims assigned to us. On our request, the buyer will disclose the assignment and provide the necessary information and documents. Should the assignment lead to an oversecuring of more tan 25% of the value of the reserved goods, we will release all further assignments or customer claims on request. 6.4 If third persons access the reserved goods, especially for levy of distress, the buyer will indicate that they are our property and inform us immediately. The buyer shall bear all cost and damages. 6.5 If the buyer acts in contrary to the contract, above all in case of delay in payment, we shall have the right to take back the reserved goods at the buyer’s cost or, if necessary, to demand the assignment of the buyer‘s right to recovery against third persons. Our recovery and levy of distress of the reserved goods shall not signify a withdrawal from the contract. 7. Payment 7.1 Unless otherwise agreed, the goods have to be paid within 30 days net after date of invoice. 7.2 We have the right to first deduct payments from former liabilities even if the buyer has stipulated something else. If cost and interest have already incurred we are entitled to deduct payments first from the cost, second from the interest and third from the main service. 7.3 Should the buyer be in default of payment, we have the right to charge interest according to customary banking rates, however at least 5% above the respective official rate of discount of Deutsche Bundesbank, from the start of delay. 7.4 If the buyer does not meet his obligations for payment according to the contract, if he stops his payments or if we become aware of other circumstances which call the buyer‘s creditworthiness into question, we are entitled to declare the total remaining debt due or to demand advance payments or securities. 7.5 The buyer is only entitled to set-off, retention or reduction, even if deficiency claims or counter claims are filed, if we expressly agree or if the rights of the buyer are undisputed or legally established. 8. Place of performance and legal venue 8.1 Legal venue in commerce is Lüdenscheid exclusively. We are entitled, however, to also appeal to the court situated at the buyer’s registered seat. 8.2 This contract is subject to the laws of the Federal Republic of Germany. The UN Convention on the International Sale of Goods shall not apply. 9. Partial nullity Should individual provisions be or become void, ineffective or questionable, the effectiveness of the remaining provisions shall not be affected and then have to be interpreted or completed, respectively, in a way that the intended purpose is reached in a legally allowed manner as precisely as possible. This is also true for possible omissions that have to be filled. 11. Applicable law German law applies exclusively. The validity of the international trade law (UNITRAL treaty) is expressly excluded. 12. Severability Clause If any of the provisions in these General Terms and Conditions are or become legally invalid, this shall have no effect on the validity of the remaining provisions. In such a case, a potentially invalid provision shall be replaced with a valid provision, which comes as close as posible to the desired commercial purpose of the potentially invalid provision. As at Oktober 2009