terms and conditions
general sales and delivery conditions
- The following general sales and delivery conditions shall exclusively apply for all sales and delivery services. They shall also apply to all future concluded contracts, even if they have not been expressly agreed upon as yet. These conditions shall be taken as valid as of the acceptance of goods or services at the latest. Contradictory conditions shall not apply if we do not expressly contradict these. Agreements that differ from or are additional to our general Terms and Conditions are only binding if we have agreed to these in writing. Should a provision within these General Terms and Conditions or a provision within the scope of other agreements be or become ineffective, this does not affect the effectiveness of any other provisions or agreements.
- All offers are non-binding. The contract is not valid without our express written confirmation. Facsimile signatures are sufficient.
- All prices stated are per item, meter, or other unit, not including packaging, transport, insurance etc. from Stemwede-Oppenwehe or distribution centre or loading on a free wagon from our plant, unless expressly agreed elsewhere . Should we reduce or increase our general prices between concluding the contract agreement and delivery of the goods, the relevant price shall be calculated on the date of delivery. For orders for which a fixed price has not been expressly agreed, prices and discounts shall be calculated on the date of delivery.
- Provided that it is not expressly agreed elsewhere, the following allowances apply: Width and diameter ± 2.5 % thickness ± 10 % Length ± 2 mm Weight ± 5 % customary deviations in selection, weight, measurements or colours do not justify complaints about the delivery under any circumstances. Any liability for dimensional stability is exempt for plastics. We are entitled to a quantitative over or under delivery of 15% for exclusive parts.
- The customer is entitled to pass on the rights arising from the contract concluded with us to a third party without written permission from us.
- If packaging is required, this must be expressly stipulated. This will be charged at cost price and will not be taken back. If we believe it to be necessary to pack an item is special packaging to preserve the plastic profile, this will also be charged at cost price. If an item is sent back undamaged and in a usable condition within a month of the delivery date, we will reimburse two thirds of the original price. Cardboard and inner packaging will not be taken back under any circumstances.
- We reserve the right to increase the delivery deadline to up to six weeks. Delays due to unforeseen circumstances outside of our control may affect delivery times. This also applies to official intervention, energy or raw material shortages, strikes, lockouts, and other unforeseeable delivery difficulties. In such circumstances we are entitled to withdraw from the contract without the person who placed the order having the right to a replacement.
- Goods in transit are under the liability of the recipient – even with freight paid delivery. This also applies to deliveries made using our vehicles. Dispatch of the goods will take place at our discretion in the absence of customer specifications. We shall only accept liability in cases of extreme negligence by our employees when it comes to losses, mix-ups, or damages. No obligation for compensation exists. Consequential damage shall not be compensated.
- We can withdraw from any contract without a grace period after the acceptance date has expired. In cases of the agreement of partial deliveries, call notices shall be issued at regular intervals, so that proper manufacture and delivery is possible within the delivery period.
- Defects must be immediately communicated to us in writing. We must receive notification of defects at the latest within a week after receipt of goods. Defects that could not be detected within this timeframe, even after careful testing of the goods, must be immediately communicated to us in writing, at the latest 6 months after receipt of goods. We are entitled to decide whether guarantee claims shall be repaired or replaced. We are also entitled to credit invoice amounts and to withdraw from the contract. Should the second delivery (replacement or repair) also be faulty, the customer can request that the contract be rescinded (compensation) or a reduction of the sales price (reduction). In the case of defective partial delivery, no claims can be made in relation to the remaining order. Further customer claims, particularly claims for damages including loss of profits or other monetary losses are exempt.
- Customer contractual and legal claims for damages caused by negligence on the part of our employees and subcontractors are exempt, provided that this does not concern any contractual obligations. Should a contractual obligation be breached by negligence, liability is limited to foreseeable damages. Customer claims for damages as the result of delay or impossibility are limited to the amount of the purchase price for the delayed or remaining part of the delivery. In the event of gross culpability, our liability shall be limited to replacement of the directly damaged goods. The customer shall commit to agreeing a corresponding limitation of liability with their own customers and to freeing us from any liability in relation to their customers. Strict liability for damages to body and health and damages to private property remain unaffected by these liability exemptions and restrictions, in accordance with product liability law.
- All amounts stated are in euros. Our invoices are payable (net) 30 days from the invoice date at the latest. Should the payment period be exceeded, interest shall be calculated in the amount corresponding to the private bank’s rates, including bank charges for unsecured credit. We only accept payment in bills of exchange or cheques if this has been expressly agreed under reservation of payment. All discounts – as well as other fees incurred as a result of exchanges – or cheque transactions shall be borne by the customer. We do not accept any liability for punctual presentation of bills of exchange. Notes and cheques are only valid payment once they have been cashed.
- In the event of non-compliance with the payment terms or circumstances that might lead to an impairment of creditworthiness, we are entitled to immediately call in all receivables. Furthermore we are entitled request advanced payment of any further outstanding deliveries, and to withdraw from a contract after an appropriate grace period, or to claim damages for non-performance, and moreover to prohibit the customer from selling the goods on, and to retrieve any goods that have not been paid for, at the expense of the customer. The goods may also be retained before the end of the set grace period. This also applies in cases where bills of exchange or cheques have been submitted and it is consistently the same, whether it refers to disposal of assets or unfavourable information about the customer or the acceptor of the bill.
- The customer may only offset counterclaims with a recognised or legally valid claim. The right to refuse performance in accordance with §§ 273, 320 BGB (German Civil Code) is exempt in relation to all of our claims, provided that we cannot be held responsible for any contractual violation.
- The delivered goods remain our property until such time as all of our claims against the customer have been fulfilled, even if purchase price for certain demands has been paid. In the case of an outstanding invoice, the ownership of reserved deliveries shall act as security for the balance of the invoice. Processing and developing on the part of the customer is carried out to the exclusion of acquisition of ownership on our account in accordance with §950 BGB. We remain the owner of the items that act as reserved goods for security for our demands. In the case of treatment (connecting/mixing) by the purchaser with other goods which are not our property, the regulations of §§ 947, 948, BGB apply, with the consequence that our co-ownership of the new object then becomes reserved property in accordance with these conditions. The customer is permitted to resell the retained goods in the common course of business. The customer is not entitled to dispose of the goods in any other way, particularly pledging them or placing them as a security deposit. In the case of resale, and until all our claims are fulfilled, the customer shall immediately transfer to us payment arising from the resale of the goods and other claims for payment against his customers or any other legal grounds (insurance, unlawful acts). The customer shall also not be authorised to reassign this debt for the purposes of collection of debts by means of factoring, unless the obligations of the factor should be simultaneously established as effecting the consideration to the amount of the debts for as long as debts from us exist in relation to the customer. Upon our request, the customer must share any information and supply documentation that is required for the assertion of our rights. This refers in particular to telling us the whereabouts of goods, to presenting a customer list in the event of a resale, and to naming a factor. Furthermore the customer must ensure that a record exists or other appropriate measures are taken to ensure that it is clear which goods in the customer’s possession belong to us. If the customer fails to comply with the disclosure accountability mentioned in the final three clauses within 8 weeks of receiving the request, they shall be required to pay a contractual penalty of 500 euros and further payments of 50 euros for each further day if nothing is forthcoming. The total penalty is limited to 10% of the current claim. If the customer resells reserved goods alongside goods belonging to the customer after processing in accordance with para. 2 and/or 3, the amount of the purchase price claim shall be only the amount stated on the invoice for our reserved goods, in accordance with the final paragraph. The customer is entitled and obliged to collect the claims assigned to us. In the event that outstanding invoices are not paid by the customer, we are entitled at any time to revoke direct debit authorisation, to notify the customer’s own customers, to assert a claim, and to take back any reserved goods or, if necessary, to demand an transfer of the handover claims of the customer against the third party. This does not require that we extend the assertion of our rights or a legal notice. The assertion of the reservation of title does not count as rescinding the contract. Any repossession of the goods carried out by us shall always take place with the customer’s consent. This grants us or our agent the right to enter the place where the goods are stored at any time, for the purposes of inspection, retrieval, or loading etc. If the value of the existing retention of title or the existing securities exceeds our outstanding claims by more than 20 %, we are prepared to release such securities at the discretion and request of the customer. We must be notified immediately if the retained goods are garnished or seized by a third party. Any additional associated costs that arise shall be borne by the customer. If we take advantage of our reservation of title according to the regulations mentioned above by taking back the reserved goods, we are entitled to sell the goods freely or to auction them. The cost of the sale shall be 10% without proof of the proceeds. These costs shall be assessed to be higher or lower, if we can prove higher costs, or the customer can prove lower costs. Provided that we dispose of the goods, any profit generated, less the cost of disposal, shall be credited to the customer. Any further claims for damages – particularly loss of profit – remain reserved.
- We retain the rights to exclusive use of any designs, drawings, tools, and profiles created by us. The use of a third party requires our written consent. The customer shall assume a guarantee that the production and delivery of items produced according to his specifications do not infringe upon the property rights of any third party. The customer shall hold us harmless from any such claims. Moulds, templates, and other appliances remain our property, even if the customer has been charged for these.
- The place of performance and jurisdiction is Rahden, including for documentation, bills of exchange, and cheque processes. German law exclusively applies. The Agreement shall be governed by the laws of Germany, excluding application of the United Nations Convention on the International Sale of Goods of 11 April 1980 (BGBI (Federal Law Gazette I)). 1989 II S. 588, BGBI. 1990 S. 1699) is excluded.