- English translation; in doubt the German version shall prevail -
Business relationships with us are always subject to the following conditions. By concluding a purchase contract or placing an order, the buyer recognizes the effectiveness of the following provisions and declares his consent to them. Our conditions apply to all current and future business between us and the buyer. Deviating purchase conditions or counter-confirmations that we do not expressly recognize in writing are not binding for us. These do not become part of the contract through our silence or our delivery.
2. Offer and conclusion of contract
2.1 Our offers, whether in writing, verbally or from the Internet, are always subject to change and non-binding; We reserve the right to intermediate sale of the goods and services offered until the final contract is concluded. Performance claims cannot be made from this.
2.2 We are not obliged to investigate whether the information and documents made available to us by the buyer or a third party are correct. By accepting our order confirmation, the buyer assumes liability for the correctness of his order and is fully bound by its content.
2.3 Our order confirmation is non-binding. We reserve the right to check the availability of the dimensions or products ordered. Contracts are only concluded when we have marked the order as shipped or have delivered the delivery items ordered by the customer.
2.4 In the case of the sale of imported goods, the contract is concluded with the proviso that we are granted any necessary export or import licenses. If we do not receive the relevant permits, we are not bound by the conclusion of the contract.
3. Prices and weight of the delivery
3.1 Unless otherwise agreed, all prices are net fixed prices in euros from the Mülheim an der Ruhr warehouse excluding packaging and transport as well as VAT at the statutory rate.
3.2 Import duties and public charges, which are introduced or increased by legal measures after the day of the conclusion of the contract, are borne by the buyer.
3.3 Decisive for the calculation of the prices is the dispatch weight of the goods, which is determined by us or our representative at the point of departure of the delivery.
3.4 If the purchase price is expressed in a currency other than euros, payment can nevertheless be made in euros, unless payment in the other currency has been expressly agreed. The exchange rate that is relevant at the time of payment at the place of payment is decisive for converting the purchase price.
4. Delivery and delivery time
4.1 Delivery periods begin on the date the contract is concluded in accordance with Section II. The delivery times confirmed by us are subject to change and non-binding. They apply to delivery ex works of the manufacturer or ex warehouse in Mülheim an der Ruhr. Compliance with the delivery deadline requires the timely receipt of all documents, documents, materials and releases to be supplied by the buyer, compliance with the agreed payment terms and other obligations and is extended accordingly in the event of delays.
4.2 If the performance is temporarily impossible or difficult for us due to force majeure or other extraordinary circumstances through no fault of our own, an agreed performance time is extended by the duration of this performance hindrance; the same applies to a deadline or grace period set by the buyer for the service. Before the extended service period has expired, the buyer is neither entitled to withdraw from the contract nor to claim damages. If the impediment to performance lasts longer than 2 months, both the buyer and we are entitled to withdraw from the contract insofar as it has not been carried out. If the buyer is contractually entitled to withdraw without setting a grace period, this right remains unaffected. Events of force majeure include, in particular, natural disasters, war, war-like conditions, import and export bans and blockades. Other extraordinary and not culpable circumstances are, in particular, transport disruptions, operational disruptions, scarcity of raw materials and primary materials, industrial disputes, as well as measures to combat an epidemic, even if they occur at our sub-suppliers. We will notify the buyer of the beginning and end of such obstacles.
4.3 If the buyer is in default of payment for an earlier delivery, we are entitled to withhold deliveries without being obliged to compensate for any damage that may arise. If the buyer exceeds his credit limit with us, we are also released from our delivery obligation free of damages.
4.4 We are entitled to make partial deliveries and services.
5. Place of performance and transfer of risk / shipment
5.1 The place of performance for deliveries and services is Mülheim an der Ruhr.
5.2 If a contract is based on the International Commercial Terms (INCOTERMS) and nothing else has been agreed, the INCOTERMS 2000 shall apply.
5.3 The dispatch takes place in principle at the expense and risk of the buyer. If we are not given specific shipping instructions until we are ready for dispatch, we, as the buyer's agent, determine the type and route of transport.
5.4 The risk is transferred to the buyer at the latest when the goods are loaded onto the means of transport; in the event that freight-free delivery has been agreed, the transfer of risk is upon notification of readiness for dispatch, even if the delivery is delayed at the buyer's request. This also applies to partial deliveries and services.
5.5 If dispatch or delivery is delayed at the buyer's request, the buyer can be charged storage fees of ½ per cent of the invoice amount for each commenced month, beginning one month after notification of readiness for dispatch; the storage fee is limited to 5%, unless higher costs can be proven. The buyer is at liberty to provide proof that we actually suffered less damage.
6.1 The buyer has to inspect the received delivery and service immediately after arrival for quantity, condition and guaranteed properties and to notify us immediately of any defects found. If a period of eight (8) days after receipt expires without complaint, the delivery is deemed to be free of defects and approved in accordance with the contract. If the goods are consumed, mixed or sold by the buyer, this is deemed to be unconditional approval of the correctness of the goods delivered. Unrecognizable defects are considered approved if they are not reported immediately after their discovery, but no later than three months after delivery of the goods.
6.2 Minor dimensional deviations within the scope of the applicable specifications are permissible and do not constitute a defect.
6.3 The buyer cannot derive any warranty rights or claims for damages from defects or damage caused by unsuitable or improper use, incorrect assembly or commissioning by the buyer or third parties, natural wear and tear, incorrect or negligent treatment, unsuitable operating resources or poor construction work.
6.4 If the goods are defective and are not considered approved, the buyer can initially only request subsequent performance. This is done at our option by repairing or delivering new goods free of defects, unless a type of supplementary performance is recognizably unsuitable or unreasonable for the buyer for special reasons. A deadline set by the buyer for subsequent performance is only appropriate if it is at least four weeks. The deadline must be set in writing.
6.5 If the rework fails or we refuse to rework, the buyer can, in accordance with the statutory provisions, withdraw from the contract due to the defect existing at the time of the transfer of risk, reduce the purchase price or - subject to the additional requirements of Clause VIII below - demand compensation.
6.6 The limitation period for all rights of the buyer due to a defect in the delivered item is one year, unless a longer or shorter period is agreed in the order. This does not apply in cases of intent or for claims for damages due to injury to life, limb or health.
6.7 In the case of wrongly returned goods, the buyer must reimburse us for reasonable costs for inspection and return.
7.1 We are fully liable for intentional or grossly negligent breaches of duty and for damage resulting from injury to life, limb or health in accordance with the statutory provisions. In addition, we are only liable if the breached contractual obligation is of essential importance for achieving the purpose of the contract, and only limited to the amount of the typically foreseeable damage.
7.2 Our liability is excluded for damage caused by the goods delivered by us to the other property of the buyer, (ii) for such damage to products manufactured by the buyer or to products on which those manufactured by the buyer Products form a part, (iii) as well as for damage to third parties, caused by the seller's equipment as part of the product manufactured by the buyer. In no case shall we be liable for consequential damage, loss of profit or any other consequential damage to assets.
7.3 This limitation of liability applies accordingly to claims for damages other than contractual, in particular claims arising from tort, with the exception of claims under the Product Liability Act, and also in favor of our employees, workers, employees, representatives and vicarious agents.
8. Retention of title and extended right of lien
8.1 Our deliveries are made exclusively under retention of title. Ownership is only transferred to the buyer when he has discharged all of his liabilities from our business relationships. This also applies if the purchase price for certain deliveries of goods designated by the buyer has been paid.
8.2 In the case of a current invoice, the reserved property is used as security for our balance claim. The processing or processing of goods delivered by us that are still our property is always carried out on our behalf, without any liabilities arising for us. If the goods delivered by us are mixed or combined with other items, the buyer hereby assigns to us his ownership or co-ownership rights to the mixed stock or the new item up to a proportion corresponding to the invoice value of our reserved goods and stores these with commercial care for us. The buyer is entitled to sell or use the delivered goods in the ordinary course of business. Pledging or assignment by way of security is prohibited. The buyer must notify us immediately of any seizure or any other impairment of our rights by third parties.
8.3 If the buyer sells the goods delivered by us - regardless of the condition or on their own or with other goods - he hereby already cedes the claims arising from the sale against his customers with all ancillary rights until all of our claims have been paid in full to the amount of the invoice value of our reserved goods. At our request, the buyer is obliged to notify the subcontractors of the assignment and to give us the information and documents required to assert our rights against the subcontractors. He is not allowed to enter into any contractual agreements with his customers that restrict our rights. If the value of the security given to us exceeds our delivery claims by more than 20% in total, we are obliged to retransfer at the buyer's request. The buyer is authorized to collect the assigned claims. However, we are entitled to revoke this authorization at any time.
8.4 We are entitled to a contractual lien on the object of the order due to a claim arising from the order. If we make use of our right to sell the items that have come into our possession in a pledge, a written notification to the last known address of the buyer is sufficient for the threat of pledge sale, insofar as a new address cannot be determined by information from the residents' registration office.
9. Payment terms
9.1 All payments due are to be made immediately after receipt of the invoice without any deductions, unless otherwise agreed. Due to special payment experiences or new customers, we reserve the right to only send deliveries against prepayment.
9.2 Deliveries by invoice are only possible after a written order with a complete postal address and telephone number to our company address or by fax - in each case with a valid signature from the buyer.
9.3 The buyer can only assert a right of retention if it is based on the same contractual relationship. He is only entitled to offset if we have recognized the counterclaim or if it has been legally established. Payments to employees or representatives are only valid if they have power of attorney to receive payments.
9.4 If, after the conclusion of the contract, circumstances become known that give rise to serious doubts about the solvency of the buyer (e.g. default in payment, non-timely redemption of bills of exchange / checks), we are entitled to refuse the delivery and service incumbent on us until the consideration has been provided by the buyer .
9.5 If the buyer is in arrears with the payment of an invoice, all his liabilities become due immediately. Default in payment occurs when the claims become due without the need for a notice of default (reminder).
10. Place of jurisdiction and legal validity
10.1 The place of jurisdiction and performance for all claims from the contractual relationship is Mülheim an der Ruhr.
10.2 The law of the Federal Republic of Germany applies. The application of the United Nations Convention on the International Sale of Goods (CISG) is excluded.
10.3 We reserve the right to secure the claims resulting from the business relationship with credit insurance and to provide the insurer with the customer's data necessary for this.
10.4 Should any of these conditions - for whatever reason - not apply, this will not affect the effectiveness of the remaining conditions.
Mülheim an der Ruhr , as of October 19. 2020
45478 Mülheim an der Ruhr Germany