1. Offer and Pricing Terms
Because raw material prices fluctuate considerably, the all offers are non-binding until the order confirmation has been received. All prices include the delivery of the goods to the purchaser’s location. The purchaser is responsible for the unloading of the goods.
If the purchaser desires delivery of a partial quantity, but did not stipulate this in advance, we reserve to the right to adjust the price based on additional, subsequent costs (including but not limited to transporation costs).
We will undertake the redemption of the boxes, packing, and spools, if they are delivererd back to us within two months after initial delivery in undamaged condition. Purchaser will assume all delivery costs for returns. We will reimburse the purchaser 2/3 the calculated worth of those packing materials. If the purchaser assumes a cost share of equipment, the purchaser gains no claim to the equipment himself, instead these claims remain with us.
2. Contract Conclusions
Transactions and arrangements, which may also be with our representatives and especially if they imply any changes or amendments to these general terms and conditions, become binding upon our written confirmation. Oral agreements will not be honored without written confirmation. Other purchase conditions are not valid, even if we do not explicitly waive them.
3. Terms of Delivery
The delivery period begins not before all questions of the purchaser that are necessary to the execution of the order have been clarified and both parties have agreed on contractual terms.
Following a delay of a partial order, the purchaser cannot claim any rights regarding the remaining materials.
Due to circumstances which are out of our control (i.e., strikes, closures, natural disasters, late arrival of essential raw and auxiliary materials) or because of problems during delivery by a contracted carrier duly selected by us, we are entitled to an extension of the delivery date appropriate to the duration of the hindering circumstances. Claims made by the purchaser due to resulting damages are excluded.
Delivery times are approximate unless identified in writing as binding. If a delivery should default, the purchaser is under obligation to grant us an appropriate grace period. The purchaser can withdraw from the contract if there is no delivery during the grace period. Moreover, compensation claims due to unfulfillment or late fulfillment are excluded. This limitation of liability is not valid in the case of intention or negligence.
4. Passing of Risk
If the wares are delivered to the purchaser through a contracted carrier, the risk passes to the purchaser as soon as the transport vehicle arrives on the company grounds of the purchaser. The purchaser assumes all risk associated with the unloading, which is done with purchaser’s equipment and personnel.
If, as stated in the agreement, delivery is made ex works or ex warehouse, the risk passes to the purchaser with the collection of the goods at the latest 3 days after the initial communication that the goods are ready for delivery.
5. Excess Delivery and Undersupply
Manufacturing and packaging may cause discrepancies of up to 10% in the weight, count, and dimension of the goods depending on type. This applies both to full and partial deliveries.
6. Warranty and Notice of Defects
We do warrant for the material and processing by best available techniques. DIN standards apply to all measurements. A legal guarantee as well as a warranty for the absence of promised features are only given on the basis of a written agreement. Weight determined by us, quantity, and dimensions according to the bill of delivery as well as the quality of the goods described herein are authoritative for invoicing and proper performance. It is the duty of the purchaser to inspect the weight, quantity, dimensions, and the quality of the goods promptly upon delivery, and if necessary, to send written notice of complaints within two weeks of receipt. At the end of the two week period, the goods are deemed accepted and the purchaser forfeits the rights due to discernable product deficiencies. For hidden defects that become apparent during later treatments or processing, we must be notified in writing within two weeks after their detection in order for the warranty claim to be upheld.
If the claim is determined to be reasonable and significant, we are obliged to provide, at our choice, either reparation or replacement of the delivered goods within an appropriate period of term that is determined by us. Both are free-of charge, carriage paid and refer to the original destination of performance. as for quality defects, this only applies when more than 5% of the materials are defective, and the defective parts are returned to us.Substitutions are made on a weight for weight basis. If we do not fulfill the terms of this contract, the purchaser may claim a breach of contract and is entitled to a reduction in payment, or damage or expense compensation at his or her discretion. Compensation for damages is limited to the difference between the contract price and the worth of the defective material and is otherwise limited to typically expected and foreseeable damages. Further rights are, as far as permitted by law, excluded. These limits of liability do also apply in the event of an absent promised feature or claims under guarantee. Possible warranty or damage claims raised against us due to defective processing or damaging/loss of materials entrusted to us for the purpose of processing are limited, if permitted by law, to the agreed contracted costs or common processing costs. Claims of cure, damages or outlay must made by the purchaser within one year of delivery.
7. Payment Conditions
In the absence of written payment terms, outstanding accounts are payable within 30 days after the shipping date. Payment for processing alone is immediately due in net cash. The purchaser is not entitled to offset any claims against our claims or to exercise a right of retention. This also extends to complaints and counterclaims.
The purchaser is not entitled to claims for late billings. With late payments, we will assess the legal default interest of 8% over the applicable base rate. A payment reminder is hereby declared unnecessary. Payment made through a bill of exchange, a check, or other orders to pay shall be at the expense of the purchaser, except in individual cases, which have been expressly agreed upon. A bill of exchange is only accepted on the condition that they can be discounted and only on account of payment.
8. Right to Withdraw
If we learn of circumstances after the contract formation, which would make a prudent businessman regard granting a credit to the purchaser (in the amount of the order) as not completely unobjectionable, we are entitled to request advance payment or provision of security of payment and may defer the delivery regardless of previous agreements. If advance payment or a payment sureties are not made within an appropriate time period, we, reserving the right to claim damages due to non-performance, are permitted to cancel the order or withdraw from the contract agreement. (§ 321 German Civil Code/BGB)
9. Title Retention
9.1 The seller retains the full title rights to the goods until full payment has been received.
9.2 a) Until all claims have been satisfied (including all claims on the current account) which are by legal principle due now or in the future to the seller from the purchaser, the seller is guaranteed the following, which he or she will release at his or her discretion, as far as the respective value exceeds the claims by more than 20%.
b) The goods remain the property of the seller. Any processing or transformation of the goods subject to retention of title are always effected for the seller as manufacturer, however, without any obligation on his part.. If the seller´s ownership expires by the combination or processing of the goods, the purchaser hereby assigns his ownership and entitlement of the new goods or items to the extent of the invoice value of the goods subject to retention of title and, in the event of processing, according to the invoice value of the goods subject to retention of title in relation to the invoice value of the other goods transferred on a pro rata basis. The purchaser will store the property free of charge. In the following, goods which are entitled to the seller’s (co-) ownership are are referred to as goods subject to the retention of title.
c) The seller is entitled to process and sell the goods subject to the retention of title through proper business channels as long as he or she is not defaulting. Pledges or assignments of security are forbidden. Those from a resale or other legal foundation (insurance, law of torts) in relationship to the goods subject to the retention of title emerging claims (including all balance claims of current account) are hereby surrendered by the purchaser to the seller to the full extent of assignment by way of security. The seller authorizes the purchaser revocably to collect, in the purchaser’s name, the claims transferred to the seller on the purchaser’s account. This right to withdrawal can only be revoked if the purchaser does not properly fulfill his payment duties. A transfer or sale (so-called factoring) of the purchaser’s claims against his clients resulting from sales of the goods subject to the retention of title to them is only permissible with our approval.
d) Regarding any distraints of a third party involving the goods subject to the retention of title, the purchaser shall inform the third party of the seller’s ownership and shall immediately give notice to the seller. The purchaser then bears any costs or damages.
e) With a breach of contract by the purchaser, particularly due to delayed payment, the seller is entitled to reclaim the goods subject to the retention of title or, if necessary, the seller may demand the cession of the claims for return of the goods against the third party. The redemption as well as the seizure of the goods is not a withdrawal from the contract unless payment laws are applicable.
10. Place of Performance, Place of Venue, Applicable Law, further provisions
As for the delivery, place of performance is Idar-Oberstein, which is also the place of exclusive legal jurisdiction for all parties included in the mutual claims and duties of the transaction. The contractual agreement is subject to German law only. The application of international sales laws is excluded. The purchaser’s rights under the contract with us are only transferable with our approval. Should individual contract provisions be or become void, the relevant parties shall work to resolve the matter through the most appropriate arrangements in order to realize the intended economic objective. The delivery and payment conditions are valid for all present and prospective deliveries and services, and also for verbal or via telephone negotiation, even when not explicitly mentioned or included.