I. General Provisions
- Our deliveries, services and offers are made solely on the basis of the terms and conditions below. Therefore, these terms of sale and delivery also apply to all future business relationships, even if these terms have not been expressly agreed to again. These conditions are regarded as accepted on the part of the purchaser, on acceptance of the goods or service at the latest. Should alternative provisions arise on the part of the purchaser in place of these general terms and conditions, these provisions must be expressly agreed to by both partners. This also applies in cases where the purchaser requires a special form for making an objection or they do not permit objections to their general terms and conditions.
II. Prices and Payment Terms
- Unless otherwise agreed upon, the prices apply ex works excluding freight, packaging, customs duty and value added tax at the statutory rate.
- Unless otherwise agreed in written form, our invoices are to be paid within 14 days. The precondition for granting an early payment discount is the settling of all previously due invoices. We reserve the right to first off-set payments against any outstanding debts even in the case of a contrary confirmation from the purchaser. If costs and interest have already been incurred then we are entitled to first credit the payment to the costs, then to the interest, then to the principal sum. The customer is only entitled to offset undisputed or legally determined counterclaims. Their rights of retention shall apply only insofar as they are based on the same legal relationship.
- If the payment terms are exceeded then interest will be charged on arrears in accordance with the Commercial Code (HGB). Insofar as our payment claim is endangered on account of subsequently occurring events resulting in a substantial deterioration of the purchaser’s assets, we are entitled to require the claim to be paid immediately
- In all cases, if the purchaser does not fulfil their payment obligations in the time period specified then we have the right to demand payment in advance for outstanding deliveries.
III. Long-term and Call-off Contracts, Price Adjustment
- Open-ended contracts may be terminated with a notice period of three months.
- If the cost of labour, materials or energy significantly changes during the course of a long-term contract (contracts with terms of more than 12 months and open-ended contracts), each of the parties to the contract has the right to agree upon a reasonable price adjustment.
- IIf no specific order quantity has been agreed then we will base the pricing on an expected, but non-binding, quantity to be ordered by the purchaser in a specific period of time. If the purchaser orders significantly less than this non-binding quantity then both parties are willing to renegotiate the unit price.
- Unless otherwise agreed, the binding quantities specified in call-off delivery contracts must be called off at least one month before the delivery date.
- Any additional costs in terms of time or quantity that are incurred due to a late call-off by the purchaser are to be met by the purchaser, in which case our calculations will prevail.
IV. Delivery and Acceptance Obligations
- Delivery periods begin upon receipt of all documents required for carrying out the order, including punctual material orders and agreed advance payments where applicable.
- If an agreed delivery period cannot be adhered to through the fault of the supplier, the purchaser is entitled to claim for appropriate compensation or to withdraw from the contract following a reasonable grace period and provided that notification of the rejection of the delivery was given when the grace period was agreed. This clause also excludes any entitlement to further claims.
- Reasonable partial deliveries and deviations of up to 20% from the original order are permissible.
- In cases of force majeure affecting the supplier or their subcontractors, delivery period shall be extended accordingly. This also applies in the case of intervention by public authorities, delays in the supply of power or other resources, strikes, lockouts and other unforeseeable obstacles which the supplier cannot be held responsible for. The supplier is obligated to minimise the inconvenience to the purchaser/customer as far as possible.
V. Transfer of Risk, Packaging and Shipping
- Risk is transferred to the purchaser on the departure of the goods from the site, even in the case of freight-free delivery.
- If the purchaser delays a delivery, the risk transfers to the purchaser upon their notification of the readiness for dispatch.
- Unless otherwise agreed, the packaging and shipping methods are at the supplier’s discretion. The goods can be insured against breakage, transport and fire damage at the cost of the purchaser and upon their written request.
VI. Material Provisions
- If materials are to be provided by the purchaser then they are to be delivered in a timely manner and in accordance with the agreed specifications to the cost and risk of the purchaser.
- If these requirements are not met, the delivery period is to be extended accordingly. Except for cases of force majeure, the purchaser shall bear the resulting additional costs, including those for the interruption of production.
VII. Retention of Title
- The supplier retains title to the goods supplied until all claims resulting from the business relationship with the purchaser are satisfied.
- The purchaser has the right to sell these goods in the ordinary course of business insofar as the purchaser has satisfied their obligations resulting from the business relationship with the supplier. However, they cannot pledge nor transfer ownership of the reserved goods as security. They are committed to safeguarding our rights in the event of a credited resale of the reserved goods.
- If the purchaser is in arrears with their payments then, following the establishment of a suitable grace period and without withdrawal, we are entitled to demand the return of the goods subject to the reservation of ownership at purchaser’s expense.
- The purchaser assigns to us as security all claims and rights based on the sale of goods over which we have ownership. We accept herewith the transfer.
- The purchaser always carries out any adaptation or processing of the goods subject to the reservation of ownership on our behalf. If the goods subject to the reservation of ownership are processed or irreversibly associated with other items that are not our property then we shall be granted co-ownership of the new item in relation to the value of the invoice sum of the goods. If our products are combined or inseparably mixed with other moveable items to form a single product and the other product is deemed to be the principal product then the purchaser is to transfer joint ownership to us on a pro rata basis, as long as they are the owners of the principal product. The purchaser shall preserve the ownership or co-ownership for us. This also applies to the item created by processing or mixing as well as to the goods subject to the reservation of ownership.
- The purchaser undertakes to notify us without delay of any foreclosure measures by third parties relating to the goods subject to the reservation of ownership and for which assigned claims or other collateral exist, supplying all the documents required for us to intervene. This also applies to any other impairments.
VIII. Liability for Defects/Product Liability
- The purchaser bears sole responsibility for the design and functionality of the parts, even if they received advice during the development phase – unless the supplier provides a corresponding written undertaking.
- Notices of defects must be submitted immediately and we must have received them in writing no later than 2 weeks after the delivery was received. In the case of hidden defects, this period is extended to one week from their detection, but no longer than 24 months after receipt of the goods.
- If a complaint is justified, the supplier is obligated to either repair the defect or to supply a replacement item free of charge. If the supplier does not meet their obligations within a reasonable time period, the purchaser is entitled to demand a reduction in the purchase price or to rescind the contract. Any additional claims shall be excluded. Defective parts that have been replaced must be returned at the request and cost of the supplier.
- The liability obligations set out under the national product liability laws remain unaffected.
- Unauthorised reworking or improper treatment will result in the loss of all warranty claims. Purely as a safeguard against disproportionately large damages, the purchaser is entitled to repair the goods and to demand payment of the appropriate costs after previously informing the supplier.
IX. Place of Performance/Place of Jurisdiction
- For all disputes arising from this contract, if the client is a registered trader, a legal entity under public law or a public separate estate or has its head office outside of the Federal Republic of Germany, the place of jurisdiction is the court responsible for the location of the business headquarters in Nuremberg. However, we are also entitled to file a suit at the purchaser’s commercial headquarters.
- The contractual relationships are governed exclusively by the law of the Federal Republic of Germany.
- Terms and Conditions
Should legal differences arise between the original and the translated version, the German version will prevail.