Meckenbacher Weg 100
55606 Kirn / Germany
§ 1 Application
-1- These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
-2- These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
-3- These terms and conditions of sale shall only apply vis á vis entrepreneurs, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
§ 2 Offer, Acceptance
Insofar as the order constitutes an offer within the meaning of § 145 BGB we are entitled to accept the offer within two weeks.
§ 3 Prices, Payment
-1- Prices are ex works, exclusive of the respective statutory VAT and exclusive of costs for packaging, except as otherwise expressly agreed upon.
-2- If not agreed otherwise, the purchase price is due and payable net at the latest date agreed for collection of the goods or, in the case of an earlier collection, on this date. From the due date default interest in the amount of 8 % above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.
-3- In so far as not agreed otherwise, EXW KIRN INCOTERMS 2010 applies. Collection takes place by order and for account of the purchaser and only after presentation of confirmation arrival by the transporteur. Upon expiration of the agreed latest delivery date and/or collection date, we may store the goods at the forwarder´s expense.
-4- If a delivery time of more than one year is agreed our pricelist being in force at the time of delivery, plus an agent commission, if any, shall be applicable. In case of custom-built goods we will be entitled to amend the purchase price in accordance with general price increases of our pre-supplier, if a delivery time of more than six months is agreed.
-5- Also payments from abroad have to be effected in EUR. The fulfilment of the claim regarding the purchase price does not takes place until the receipt of the complete purchase price in EUR by us.
-6- Rules for new customers:
Payment of 50% with order
./. including 3% cash discount
Final payment of 50% for supply capability within 8 days after financial accounting with 2% cash discount or within 30 days net.
Delivery will be made after receipt of payment.
On demand, we provide a preliminary as-built drawing, layout (as CAD interchange format: .dxf.-file or .stp, .iges-file) available. This will be charged at EUR 495.00 net. In the case of an order, this amount will be credited back.
§ 4 Offset, Right to Retain
The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
§ 5 Delivery
-1- Delivery is conditioned upon timely and proper performance of all duties of the purchaser. Defences based on non-performance of the contract are reserved.
-2- In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including, but not limited to, additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate at the latest, unless this risk has not already been passed in accordance with the agreed delivery clause at an earlier time.
-3- We are not liable for damages resulting from subsequent delivery if such failure is caused by circumstances beyond our control and which cannot be overcome by us using commercially reasonable efforts, especially in case of force majeure.
§ 6 Passing of Risk, Shipment
The risk of loss or damage to the goods passes to the purchaser upon disposal for collection, in so far as such is a greed, otherwise upon dispatch, unless this is not in accordance with any agreed delivery term.
§ 7 Retention of Title
-1- We retain title to the goods and/or substitute deliveries including the relating documents until receipt of the purchase price in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
-2- The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods. He already hereby assign his claims against the insurance company, if any, to us for the time of the retention of title.
-3- As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
-4- The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
-5- If the goods in which we have retained title shall be inseparably assembled, mixed or connected with goods that are third party property, then we shall acquire co-title in the new goods or the mixed stock. The proportion of title shall follow from the proportion of the invoice value of the goods delivered by us under retention of title and the invoice value of the other goods.
-6- Insofar as the above securities exceed the secured claim by more than 10 %, we are obligated, upon our election, to release such securities upon the purchaser’s request.
§ 8 Warranty/Liability
-1- We warrant that the merchandise is fit for use as provided by the contract and meets all specifications. If the goods are not in compliance with the laws of the country of receipt this will not be a defect.
-2- The purchaser has to examine the merchandise within four working days after receipt for any defect and has to give notice thereof to us in writing without delay. In case of hidden defects the period for notice of defect shall commence upon discovery of the defect.
-3- If the merchandise has a defect, the purchaser shall have the right to demand repair at first whereas other legal remedies are excluded. If we refuse to repair, or attempts to repair have failed twice and it is not reasonable to subject us to further attempts to repair, then the purchaser shall have the right to either terminate the agreement or demand a reduction of the purchase price. Other remedies of the purchaser shall continue to be excluded.
-4- These are the purchaser’s exclusive remedies for breach of the agreement because of delivery of a defective merchandise. In particular, the purchaser does not have any right to claim damages because of a defect of the merchandise, or because of consequential damages caused by a defect and harming individuals, property or assets of him.
-5- However, in case of intent or gross negligence on our part we are liable according to the provisions of applicable law.
-6- In case of unjustified notice of de¬fects which cause considerable in¬spec¬tions we may charge the purchaser with reasonable costs.
§ 9 Termination
The purchase agreement may be termi-nated with good cause, especially
-a- if a material deterioration or a substantial endangerment of the financial condition of the Buyer occurs, especially if the Buyer stops making payments or declares its intention to stop making payments or if bills of exchange accepted from the Buyer are sent for protest;
-b- if the Buyer liquidates or terminates its business or attempts to assign this contract;
-c- if enforcement has been initiated against the Buyer; or
-d- if insolvency proceedings against the Buyer or comparable and/or similar proceedings of any kind in accordance with the laws at the residence of the Buyer are opened.
§ 10 Applicable Law, Jurisdiction, Miscellaneous
-1- This contract shall be governed by the laws of the Federal Republic of Germany.
-2- Place of performance and place of jurisdiction for all disputes arising out of or in connection with any purchase contract and/or these General Terms and Conditions of Sale shall be the place of our seat. However, we can sue at any other place of jurisdiction.
-3- In case the purchaser´s seat is outside the Federal Republic of Germany the following arbitration clause is applicable:
All disputes arising out of or in connection with any purchase agreement and/or these General Terms and Conditions of Sale shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
-4- The German version of these General Terms and Conditions of Sale shall prevail under any circumstances.