| 1.Common
validity
The following conditions are regarded as generally valid for all
business under exclusion of other conditions and agreements not
explicitly approved by us in writing, and even if the following
wording is not specified particularly, for every single later business.
We will agree to buyers’ purchase conditions only in the case that
they do not deviate from our conditions of business also in case
that the former contain the opposite regulation. The legal validity
of the other regulations does not affect the possible legal ineffectiveness
of individual regulations of these contract conditions.
2. Supply, contract
Orders are only regarded as accepted when they are confirmed by
us in writing. Until then our offer is regarded as non-committed.
Telephonic, telegraphic or verbal supplementary agreements, additions
or amendments also require written confirmation by us for their
effectiveness.
For prices not described as firm in our offers and order confirmations,
we reserve the right to set or adapt the price to cover the cost
factors (material, personnel expenditures, energy, general taxes,
rate and freight, etc.) that have increased since the completion
of a contract and before delivery. We are not bound to apply previous
prices to follow-up orders.
3. Delivery period
The delivery period starts with the dispatch of the order confirmation,
however not before the provision of documents to be obtained of
the buyer, supply of samples, approvals as well as the receipt of
any deposit agreed upon.
The delivery period is met if the object has left our stock or dispatch
readiness is announced to the buyer. The delivery period is extended
accordingly in the case of industrial action, particularly strikes
and shutouts as well as at the occurrence of unforeseen obstacles
that are outside the remit of the supplier. This also applies if
these circumstances arise with our sub-suppliers
4. Prices
The prices are ex works, excl. packing and plus VAT. The list prices
assume the delivery of full original packings or sets without taking
into account minimum quantities inside the packing. We reserve the
right to round up or down to the next packing unit
A disposition fee of Euro 15.00 is added for orders below EURO 50.00.
Price-list articles are billed according to the prices in force
at the time of delivery.
5. Call purchases
All call orders must be taken up at the latest 6 months after expiry
of the contract period without requiring a request to purchase or
a delay reminder from us. If this deadline has expired, then we
are at any time authorized either to bill for the product or to
cancel the order and require compensation according to our choice.
6. Late delivery
Deliveries are conditional to self-delivery by the supplier. The
supplier will immediately inform the buyer if the case that a self-delivery
will not take place. In this case the purchase contract is annulled.
A purchase risk taken over from the supplier does not exist. In
the case of delay of delivery, the customer must permit an adequate
extension. After the expiry of this extension he may withdraw the
order if the items are not announced as ready for shipment. The
buyer cannot reject partial deliveries. Compensation entitlements
because of non- or delayed fulfilment are excluded unless the delay
in delivery is deliberate or caused by gross negligence.
Compliance with the delivery period assumes the fulfilment of the
contractual duties of the buyer.
7. Shipment
Dispatch is carried out ex works and the risk always devolves on
the buyer even on a freight-paid delivery. With the handing over
to the forwarding agent or carrier, however at the latest when leaving
our facilities, the risk devolves on the buyer, including the risk
for confiscation. FOB and CIF business requires a special agreement.
For lack of special instructions, the choice of the transport route
and the means of transportation are decided according to the best
circumstances without any liability for the most economical and
fastest dispatch.
If goods reported as ready for dispatch are not immediately called
upon, or if the transportation is constantly or at times impossible
for us, then the selling price is nevertheless due. We are then
authorized to store the product at the expense and the risk of the
customer according to our own estimates. The liability of the seller
for detrimental weather influences during transportation or storage
of the ordered goods is excluded. The right of the increase or shortage
of 10% of the complete order quantity particularly at manufacture
is reserved.
8. Packing
Unless otherwise agreed upon in writing, packing is carried out
to the best or our estimation. Cased packing is compensated for
at a freight paid return in good condition within 4 weeks with 2/3
of the calculated value. Cartons and internal packing are calculated
at cost price and are not taken back.
9. Approval and testing
If an approval for the delivered products is stipulated or necessary,
it is to be carried out at our facilities immediately after the
report of dispatch readiness. If the customer refrains from the
approval, the product is regarded as delivered according to its
condition when leaving our facilities. The customer covers the costs
of the approval.
10. Complaint and guarantee
The supplier is only liable for defects of the delivery when they
are reported in writing within 14 days after the receipt of the
product at the place of destination. Visible defects must be reported
within 2 days after receipt of the goods.
Defects
which cannot be discovered by a careful examination must be reported
in writing at the latest 6 weeks after receipt of the product. The
use of the delivered item must cease immediately.
Customer's complaints do not entitle to a reduction of the accompanying
invoice amounts without final recognition by us. The liability of
the supplier is restricted to material delivered and substitute
delivery or to repair of proved faults with the exception of parts
processed already or taken in use.
No liability is accepted for unsuitable or improper use, faulty
assembly or wrong system start-up by the customer or third parties,
normal wear, faulty or careless treatment, unsuitable operating
supplies, exchanged materials, chemical, electrochemical or electrical
influences, unless they can be proved to be the fault of the supplier.
The liability for the consequences arising from changes carried
out by the customer or third parties or carried out without previous
approval of the suppliers, or improper repair work is not accepted
and voids the guarantee. Insofar as a complaint is justified, the
supplier bears the costs of the replacement, inclusive of immediate
costs arising from the replacement delivery or repair of the product
as well as adequate costs for the removal and installation, further,
if this is more economical, for the costs of provision of technicians
and
helpers. The customer bears the remaining costs.
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10.2
Return
In the case that the purchaser returns the goods due to an agreed-upon
or legal right of return, he is liable to the supplier for the extra
transport costs as well as a stores fee amounting to 20% of the
net goods price. Further claims of the purchaser, especially claims
for damage that has not been caused to the delivered article itself
such as loss of material, tools and working salary, are excluded
unless they are caused by gross negligence. In this case the replacement
amount is limited to 2,000.00 Euro.
However, in the case of errors in the replacement delivery, the
buyer has the right either to a reduction in the price or an annulment
of the contract.
Further, oral or written technical operating advice of the supplier,
also in respect of any protective rights of third parties is non
binding and does not free the buyer of from own testing the products
for their suitability for the proposed purpose and process.
10.2 Recall – right of return
The user (private user) has the right, to recall his wishes on the
closing of the contract within two weeks after the arrival of the
goods, insofar as the goods are in an unused condition. In the case
of this recall, the user is obliged to return the goods if these
can be dispatched by parcel. The costs of this return, up to a value
of 40.00 Euro, are carried by the person exercising this right of
recall unless the delivered goods do not correspond with the ordered
goods. If the costs of the return are those of the seller, please
ask for an address label from us that will permit a free return
per post up to a weight of 31.5 kg.
Goods that are sent to pay or with insufficiently paid-for transport
will not be accepted.
11. Trademarks and tolerances
11.1 Quality/Tolerances
The responsibility for the right construction configuration and
practical adequacy of special parts belongs to the purchaser even
if we advised him in development.
The samples presented to us for testing are decisive for quality
and execution. Tolerances insofar as they are tighter than provided
for in DIN 7710 require express agreement
11.2 Protective rights
For the delivery of parts according to drawings or sample, the buyer
is obliged to release us from responsibility from demands for infringement
of protective rights. In the case that the production or supply
is prohibited by a third party due to this party’s protective rights
then – without testing the legal position – we are entitled to cease
the work and to demand reparation for the expenditure incurred.
12. Conditions of payment
Unless otherwise stated in our offer, payment is to be affected
within 8 days of the date of the invoice less 2% discount or within
30 days of the date of the invoice in cash net, without offsets
and rebates unless the demands of the buyer have already been determined
legally and are undisputed. Discount-capable exchanges are only
accepted as payment on the basis of explicit agreement. Credits
via exchange or cheques are valid under conditions of the receipt
and irrespective of earlier maturity of the purchase price in the
case of arrears of the buyer. They are executed at the valuation
of the day on which we can dispose of the countervalue. For late
payment we will charge interest at the rate of 15%.
Non-adherence to the conditions of payment or circumstances that
come to our notice after the closing of the contract and that will
reduce the creditworthiness of the buyer will result in the immediate
maturity of all our claims without taking into account the remaining
due time of any incoming exchanges. They further entitle us to make
any further deliveries subject to payment in advance as well as
to retire, after a reasonable time, from the contract or to demand
damages for non-fulfilment, without prejudice of the right to take
back the goods delivered due to reservation of title at the cost
of the buyer.
13. Reservation of title
The ownership of the delivered goods remains ours as security for
our total – also contingent or limited term – claims from all businesses
also when the purchase price is paid for specially designated claims.
For open invoices the reserved ownership of the deliveries applies
as security for our total claims.
Processing by the buyer is carried out under exclusion of the acquisition
of property according to § 950 BGB in our contract and we retain
ownership of the good thus produced, which serves as a security
for our claims.
In the processing (linking, mixing) with other goods not belonging
to us by the buyer, there apply the determinations of §§
99/948 BGB with the result that our co-ownership of the new good
is henceforth a conditional good in the sense of our conditions.
The further disposal of the conditional goods is permitted to the
buyer only in the course of normal business activity under the condition
that his customer is also bound by a conditional ownership. The
buyer is not permitted to other disposal of the conditional goods,
especially pledging as collateral and security agreements. For the
case of further disposal, the buyer is liable to us from now until
the fulfilment of all claims for all claims of the further disposal
and all other claims on his customers with all subsidiary rights.
At our demand the buyer is obligated to provide us with all information
and documentation, which are required to substantiate our rights
towards the customer of the buyer.
In the case that the conditional goods, after being processed, are
disposed of along with other goods that are not our property, then
there applies the cession of the purchase price claim only for the
amount of the invoice value of our conditional goods. If the value
exceeds of our existing securities exceeds that of our total claims
by more than 20%, then, at the demand of the buyer, we are obligated
to release security of our choice.
The supplier is entitled to insure the conditional goods, at the
expense of the buyer, against theft, fire, water and other damage
insofar as the buyer himself has not demonstrably taken out insurance.
The buyer will handle the conditional goods with care, keep them
in good condition and immediately inform the supplier in the case
of cession, confiscation, damage or loss of the conditional goods.
In the case that we will make use of the ownership condition according
to existing regulations by taking back the conditional goods, we
are entitled to sell the goods free of lien or to have then auctioned.
The taking back of the conditional goods is carried out at the achieved
price but at the highest at the agreed-to delivery price. Further
claims for damages, especially for lost profits, remain reserved.
14. Place of execution and jurisdiction
This contract is a translation from the German original contract.
In principle, the German contract conditions are valid.
Place of execution for deliveries and payment as well as jurisdiction
for all disagreements of the contract conditions for both parties,
when the buyer is a business person, is Hamburg. Only German law
is valid. The application of the uniform laws of 17.7.1973 on the
international purchase of movable goods (BGB 1 73 l S 856) as well
as on the closing of international purchasing contracts of movable
goods (BGB 1 73 l S 868) is excluded.
15. Data saving
With the taking up of a business connection, we observe data saving
in the sense of the federal Data Protection Act.
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