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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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