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General Business Terms

§ 1 General provisions

1. The following terms and conditions apply for all business transactions with our company and in particular for deliveries, services and our offers. They also apply for all future business relationships, even if they are not expressly agreed again in each individual case. These conditions are deemed accepted at the latest with the acceptance of the goods or service, if we have referred to the validity of the General Business Terms at the latest on confirmation of the order.

 

2. Counter-confirmations by the customer with reference to their own terms of delivery and payment are hereby expressly excluded. Deviations from these terms and conditions are only binding for us if these deviations have been expressly confirmed by us. For this reason, all agreements concluded between us and our customer for the purposes of executing the contract, are to be recorded in writing. Members of our field staff are not authorised to conclude verbal side agreements or to issue guarantees that deviate from these General Business Terms and the written agreement (order confirmation).

 

§ 2 Offer and conclusion of agreement

Our offers apply ex works Iserlohn, Troisdorf and Wickede. Purchase orders placed by customers require our express acceptance by our order confirmation, which is binding for the contractual content. Additions and changes as well as side agreements also require our written confirmation. Members of the field staff are not authorised to do this. Drawings, illustrations, dimensions, weights, samples or other performance data are only binding if this binding nature is expressly agreed between the parties and this is referred to separately in the order confirmation. We do not assume any responsibility for information, recommendations or advice – in particular from our field staff, since it is the exclusive task of the customer to name the products they require in accordance with their model type. Necessary certificates such as “Port legislation certificate, Lloyd’s Register of Shipping Bureau Veritas, A.B.S., D.N.V., Germanische Lloyd, R.I.N.A., A.I.B and H.A.I.” are also supplied on special order and with a special invoice.

 

§ 3 Prices and payment

1. The agreed prices are valid from 2002 in euros plus statutory value-added tax and apply, unless otherwise agreed, ex manufacturer’s works Iserlohn, Troisdorf and Wickede including normal packaging.

2. We remain bound to our price offered to the customer for 30 days from the time of submitting the offer (date of the written offer). The prices quoted in our order confirmation plus value-added tax apply. Additional deliveries and services shall be charged separately.

3. Unless otherwise agreed, payment of our invoices is due in full no later than 30 days after the invoice date. Discount has already been calculated within the scope of the order confirmation and must not be deducted again by the customer. If costs and interest have already been incurred on the primary debt, we are entitled to apply any incoming payments first to costs, then to interest and only after these to the main service.

4. Bills of exchange and cheques for repaying the debt are only accepted as conditional payment and do not affect the liability from the principal claim until final repayment. A payment is only deemed to have been made if we can dispose over the amount without any restrictions. In the event of payment by cheques, payment is only deemed effected when the cheque has cleared.

5. If we become aware of circumstances that call the creditworthiness of the customer into question, e.g. non-clearing of cheques or bills of exchange or payments being stopped, we are entitled to withhold further deliveries until all outstanding balances have been paid in full and to demand the remaining amount owed, even if we have accepted cheques. In this case, we are also entitled to demand advance payments or the provision of security.

6. The customer is only entitled to offsetting, withholding or reduction in purchase price, even in the case of notices of defects or counterclaims, if the counterclaims have been legally determined, are not disputed, or are ready for a decision. The customer is also entitled to withhold payment on account of counterclaims arising from one and the same contract.

 

§ 4 Execution of the delivery, time of delivery and performance

1. Any delivery dates or deadlines indicated by us in the order confirmation are non-binding. If it is to be agreed that such dates are to be binding, their timing has to be countersigned separately by our company. Verbal promises by field staff are not sufficient and are not binding.

2. Delays in delivery and services as a result of force majeure and events which render the provision of the service significantly more difficult or impossible (e.g. strikes, lockouts, official decrees, etc., even if these occur at our suppliers or subcontracted suppliers), are not our responsibility even if deadlines have been agreed as binding and exempt us from any liability from delay aspects. Such circumstances entitle us to postpone the service owed for the duration of the hindrance plus an adequate initial period or to withdraw from the contract completely or in part because of the yet unfulfilled portion.

3. Should the above-mentioned hindrance continue for more than three months, the customer is entitled after setting a reasonable grace period to withdraw from the contract with respect to the part not yet fulfilled. If the delivery period is extended or if the vendor is released from his obligations, the customer cannot claim damages as a result. We may only cite the above-mentioned circumstances if we inform the customer straightaway.

4. If we are responsible for not meeting deadlines and delivery dates which have been agreed as binding or if we are behind in delivering the service, the customer is entitled to a reimbursement of the damage caused by the delay to the amount of _ % of the invoice value for every complete week of the delay, but the overall amount shall not exceed 5 % of the invoice value for the deliveries and services affected by the delay. Claims above and beyond this are excluded, unless the delay is due to gross negligence we are responsible for. The observance of our delivery and performance obligations depends on the proper fulfilment of the customer’s obligations.

5. We have the right to make part deliveries and partial performance; these can be charged separately. If the customer defaults on acceptance, we are entitled to demand compensation for losses we incur. On commencement of the delay in acceptance, the risk of accidental loss passes to the customer.

 

§ 5 Long-term and call contracts, price and adjustment

1. Delivery contracts for an unlimited period may be terminated by us with three months’ notice without giving grounds.

2. If, under long-term contracts (e.g. contracts with a term of more than six months as well as contracts for an unlimited period), there is a significant change in wage, materials or energy costs, we are entitled to request that prices be adjusted in line with these factors.

3. If the customer purchases less than the target quantity, we are entitled to increase the unit price by an appropriate amount in accordance with our costing.

4. In the case of call purchase orders, unless otherwise agreed, we are to be informed of binding quantities at least three months before the delivery date.

 

§ 6 Transfer of risk

 

Risk is transferred to the customer as soon as the consignment has been handed over to the person responsible for carriage or has left our warehouse for shipping. If shipment becomes impossible for reasons outside our responsibility, the risk is transferred to the customer upon notification that the consignment is ready for dispatch.

 

§ 7 Notice of defects and warranty

1. We guarantee that our products are free from manufacturing and material defects. If the customer is a consumer, we provide a warranty of 2 years; if the customer is a company, we provide a warranty of one year. Our samples, brochures and other promotional materials only provide approximate values. In case of deviations from these, there is no obligation on our part to pay compensation or to reduce the agreed price. Statutory provisions remain unaffected.

2. Changes in design, material, style and colour may be due to technical reasons and will be resolved with the ordering party by mutual agreement. Neither interference effects affecting our products nor quantity discrepancies within DIN/EN tolerances are deemed to be defects. These are non-production-related physical phenomena. Their frequency and intensity cannot be influenced reliably during the production process.

3. If maintenance and operating instructions, which we have provided for our products, are not followed, if the products are modified, if parts are replaced or materials which do not comply with the original specifications are used, any warranty will lapse if the customer does not disprove a correspondingly substantiated assertion that the defect was only caused by one of these circumstances.