1. Preamble

These General Terms and Conditions apply to the exclusion of all others in so far as they have not been expressly changed by an agreement in writing between the parties.

The offer, acceptance of the offer, the confirmation of an order, and the sale of any product are subject to the present conditions. Any conditions or provisions that modify the contract stemming from the partner to the contract are contradicted herewith; such conditions and provisions will only apply to business conducted with us when we have agreed in writing to these changes.

These conditions are the basis for any future single transaction between us and our customer, and they exclude any other agreement whatsoever.

Any errors in sales literature, price lists, quotation documents, or other documentation from the seller resulting from mistakes may be corrected by the seller without giving rise to any liability on our part for damage resulting from such errors.

These General Terms and Conditions apply only to business conducted with registered business persons.

2. Ordering and offer documents

An order presented by a purchaser/procurer can only be considered as accepted by us if it has been confirmed in writing by us or by our representative/agent within 21 days of presentation.

Quantity, quality, and description, and any specification of the goods correspond to the offer by the seller (if the offer is accepted by the purchaser), or the order of the purchaser (if this was accepted by the seller). All sales documents, specifications, and price lists must be treated as strictly confidential and must not be made available to third parties.

The customer bears full responsibility for the accuracy of the order, and the customer is also responsible for providing the seller with any necessary information about the goods ordered within a reasonable period of time, so that the order can be executed in accordance with the contract.

If the goods are to be manufactured by us, or otherwise worked on or processed by us, and if the customer has presented a specification for this work, the customer agrees to indemnify us against any loss, damage, costs or other expenses, that we have to pay, or are prepared to pay, because the contractual work on, or processing of, the goods in accordance with the specification of the customer infringes a patent, copyright, trademark, or other intellectual property right of a third party.

We reserve the right to alter the description of the goods, as that affects their specification, in order to comply with legal requirements, as long as such changes do not reduce the quality and usability of the goods ordered.

3. Purchase price

The purchase price is the price stated by us, or, where the price has not been individually stated, the price given in our current price list valid at the time the order was placed.

We reserve the right, after giving the purchaser adequate notice and before delivery of the goods, to increase the price of the goods in such a manner as may be determined by general price developments outside our control (such as variations in foreign exchange rates, foreign exchange controls, changes in customs duty, significant increases in material or production costs) or made necessary by a change of supplier.

In so far as nothing else is stated in the offer or the sales price lists nor has been agreed in writing between the parties to the contract, all prices stated by us are on an “ex works” basis. In cases where we are prepared to deliver the goods to other locations, the purchaser has to bear the costs of transport, packing, and insurance.

Prices are quoted excluding value-added tax, but the purchaser is nevertheless required to pay value-added tax to us in addition to the stated price.

4. Terms of payment

The purchaser is required to pay the purchase price within 30 days of the date of the invoice.

Payments should only be made by bank credit transfer; payments by bill of exchange or cheque will not be recognised as fulfilment of a payment obligation.

The parties to a contract may agree that the purchaser has to open a documentary letter of credit through his or her bank (or another bank acceptable to the seller). In this case it is stipulated that the opening of the documentary letter of credit conforms to the “Uniform Customs and Practice for Documentary Credits”, 1993 Revision, ICC Publication No 500.

If the purchaser fails to meet his obligation to pay by the day on which it is due, we have – at our choice and without prejudice to any other rights and claims open to us – the right to:
 

• terminate the contract or suspend further deliveries to the purchaser;

or

• charge the purchaser interest on the unpaid sum at a rate of 7 % p. a. above the then current reference interest rate of the European Central Bank, until final and complete payment is received. The purchaser has the right to prove that, as a result of the delayed payment, no damage or only very little damage has been caused.

5. Deliveries of goods

The manner in which goods are delivered is that the purchaser accepts the goods on our business premises as soon as we have notified the purchaser that the goods are ready for collection, or, if another delivery location has been agreed with us, by delivery of the goods to that location.

In so far as the delivery is of bulk goods, we may deliver up to 3 % more or less than the stated quantity without having to adjust the purchase price, and it is agreed that the quantity of goods supplied in this way is considered to be in accordance with the contract.

If we fail to deliver punctually, the purchaser must set us a grace period for completion of the delivery; if this period expires without completion of delivery, the purchaser may cancel the contract. The purchaser can only claim damages for non-fulfilment if the delivery delay was intentional or caused by culpable negligence, or if we have, by (simple) negligence, failed in a significant contractual duty.

If the purchaser has failed to accept delivery on the day that delivery was due, he or she must nevertheless pay the purchase price. In such cases, we will put the goods into storage at the purchaser’s risk and cost. If the purchaser requests and agrees to pay for it, we will arrange insurance for the goods.

6. Transfer of risk

The risk of damage to or loss of the goods will be transferred to the purchaser as follows:

• if delivery of the goods does not take place on our business premises, risk will be transferred at the time the goods are handed over, or, if the purchaser is late in accepting the goods, at the time at which we proposed the transfer should take place;
• if delivery of the goods takes place on our business premises (ex works, Incoterms 2000), risk will be transferred at the time that we notified the purchaser that the goods were ready for collection.

7. Reservation of proprietary rights

Regardless of delivery or transfer of risk, or other conditions of these Terms and Conditions, the goods do not become the property of the purchaser until the purchase price has been paid in full.

We have the right to demand return of the goods, to sell them to someone else, or otherwise to dispose of them until the purchase price has been paid in full.

Until the purchase price has been paid in full, the purchaser must hold the goods in trust for us, separate from his property and that of third parties, store, secure and insure the goods in question properly, and mark them as our property.

Before the purchase price has been paid in full, the purchaser may use the goods in the normal course of business or sell them, but must keep any remuneration (including any insurance payments) for us, and must keep such money separate from his or her assets and from those of third parties.

If the goods have been further processed, and if the further processing includes parts over which we, as seller under reservation, have no proprietary right, then we, as seller under reservation, acquire appropriate proprietary rights in proportion. The same applies in cases where the goods are mixed with those of a third party.

In the event of impoundment or other actions by third parties, the purchaser must notify us without delay so that we can take legal action in accordance with § 771 ZPO (German civil law code). In so far as the purchaser fails to meet this obligation, he or she is liable for the resulting damage.

We undertake to release collateral due to us, on request from the purchaser, in so far as the realisable value of the collateral exceeds the debts due to us. The choice of collateral to be released rests with us.

8. Guarantees and exclusion of liability

The purchaser must inspect the goods as required by §§ 377 and 378 BGB (German civil code) and lodge complaints in the event of defects.

We promise that the goods supplied are free from material and processing defects, conform to specifications, and, where the design stems from the purchaser, conforms to the design specified and meets the wishes of the purchaser.

We accept no responsibility for the goods being suitable for a particular purpose, unless we have expressly accepted this liability.

Liability isn`t accepted subject to the following conditions:
 

• for defects in goods that can be traced to a description or specification of the purchaser, we accept no responsibility;
• we accept no responsibility for defects in goods if the due purchase price has not been paid on the due date;
• our responsibility does not extend to parts, material or other goods that were manufactured by the purchaser or on his or her orders, unless the manufacturer of these parts accepts responsibility for such parts to us.

This guarantee does not include any product defect caused by faulty installation or use, by misuse, by negligence or other causes.

An exclusion of liability does not apply when the cause of a defect can be traced to an intentional act, to culpable negligence, or if we have failed to fulfil some other significant contractual duty.

The period of guarantee obligation is six months from the date of transfer of risk.

The purchaser may demand replacement goods, repair of the goods, or a price reduction when this is laid down in the relevant individual contract.

In so far as a defect in the purchased goods is attributable to us and we have been notified of it, we have the right to make a replacement delivery at no charge or to eliminate the defect. If we are not prepared or unable to eliminate the defect or make a replacement delivery, the purchaser has the right, at his choice, to demand rescission of the contract or a reduction of the purchase price.

9. Further conditions

We have the right to change or improve the goods without first informing the purchaser as long as the change or improvement is not to the lasting detriment of the function of the goods.

These conditions replace all other agreements made previously, in writing or verbally, by the partners to the contract; such agreements become invalid when these conditions are signed.

These conditions should not be made available to a third party without the written agreement of the other party to the contract.

Each party to the contract will bear his or her own costs for complying with this agreement.

10. Notes on data-protection rights

During access to our website, occasionally information is collected automatically which cannot be assigned to a particular person (e.g. the Internet browser, the operating system, the domain name, the number of visitors, the duration of visits, the pages called up).

This information is used to determine the attractiveness of the website and for the continual improvement of its content.

Person-related data (e.g. name, address, telephone number, and e-mail address) are only recorded if you expressly inform us of them in the course of registration, an enquiry, a survey or similar operation.

Person-related data are stored and processed exclusively for servicing your individual needs, for sending product information, or sending service offers. We assure you that all data are treated confidentially in accordance with data-protection laws.

We are not responsible for the content of websites which can be reached by links from our website.

11. Legal system and court of jurisdiction

This agreement is subject to German law, and both parties declare that they accept the exclusive jurisdiction of the court at our place of business.

We also have the right to sue at the court having jurisdiction over the purchaser, or at another court that may have jurisdiction according to national or international law.

Supplement

In the event of any conflict between the German and English texts, the German language text is binding.