DIN EN ISO 24041
DIN EN ISO 9001:2008
DIN EN ISO 14001:2009
General Terms and Conditions
1. 1. Contract Conditions, Conclusion of Contract
1.1 All our deliveries and services including consultings are only based on these General Terms and Conditions. Deviating conditions of the Customer will only be accepted after written agreement by us. They also do not have any effect if we do not expressly reject them in each individual case.
1.2 Our Terms and Conditons of Sale and Delivery also apply for all future contracts with the Customer once he has received and acknowledged them.
1.3 Our offers are subject to change and non-binding. They are only binding provided they have been granted without any restrictions and in written form. Orders altering or complementing binding offers or orders placed without a previous offer require written confirmation.
1.4 Drawings, samples, descriptions and similar documents agreed upon form the basis for contract conclusion.
1.5 Measures, weights, pictures and drawings as well as definitions and pictures included in brochures and catalogues are only binding upon written agreement.
1.6. Normal trade variations of raw materials, thickness and size of sheets as well as operational deviations caused by punching tools and other mechanical equipment have to be tolerated by the Customer. We may determine the appropriate processing or surface condition of the raw material unless otherwise agreed.
1.7 Condition of the delivered goods is exclusively defined by the agreed technical delivery specifications. In case we have to supply in accordance with the Customer’s drawings, specifications, samples etc. the customer has to bear the risk of suitability for the intended purpose. The time of passing the risk is decisive for the contractual condition of the goods. Insofar we are only liable for the appropriate processing.
1.8 With the order of goods the Customer declares binding his intention to purchase the ordered goods. We reserve the right to accept the offer of contract enclosed with the order within two weeks of receipt. Acceptance can either be declared in written form or by delivery of the goods to the Customer.
1.9 If the Customer orders the goods electronically the contract text will be saved by us and – if rquired - returned to the Customer by e-mail together with these General Terms and Conditions.
2. Ownership, Copyright
2.1 For all documents like cost estimates, calculations, drawings etc. handed over to the Customer with placement of the order as well as for tools, devices and moulds used for processing the order we reserve exclusive right of ownership and copyright.
2.2 Without our explicit written approval the Customer is not allowed to make available these documents to third parties. If we do not accept the purchaser’s offer within the time limit stated in clause 1.8 these documents must be returned to us immediately.
3.1 Our prices are ex works plus the applicable value added tax, but without packaging, freight costs, insurance and customs duty.
3.2 Compliance with the agreed prices assumes that the agreed items will remain unchanged and may be rendered without any restriction the customer is responsible for. Subsequent extensions and alterations resulting in additional costs shall have to be paid by the Customer.
4. Payment, Default in Payment
4.1 The invoice amount is due for payment immediately. We do not grant any discount.
4.2 Agreed payment terms shall only be deemed observed if the amount to be paid is available to us at the due date. For exectuion of works services we reserve the right to claim partial payments for completed parts of the order.
4.3 Bills of exchange and cheques are only accepted after explicit arrangement and only as a conditional payment. All costs and expenses arising in connection with submission of checks or bills of exchange are to be borne by the Customer.
4.4 In case of default in payment we are entitled to charge interest on arrears in the amount of 8 % above the base interest rate. We reserve the right to prove higher damage caused by delay and claim for compensation. In particular we reserve the right to claim for costs arising if a third party is involved to safeguard our legal rights in case of default in payment.
4.5 In case of substantial deterioration of the financial situation of the Customer we are entitled to provide our deliveries or services only against advance payment or “cash on delivery” or provision of adequate security. In this case claims for rendered services - - despite deferment of payment - are due for payment immediately. This applies particularly in case of default in payment - despite of a reasonable time limit – if payment has not been made or if opening of insolvency proceedings will be applied for. We reserve the right to withdraw from the contract if the Customer does not comply with our request to provide us with the necessary security within a reasonable period of time set by us.
4.6 Changes in prices are permitted if there are more than 6 months between conclusion of the contract and agreed delivery time (also in case of partial deliveries and partial invoices). If the wages, material costs or market-related costs increase until completion of delivery we are entitled to increase the price appropriately in correspondence with the cost increases. The Customer is entitled to withdraw from the contract only when rise in prices substantially exceeds the increase in general cost of living between the time of ordering and time of delivery.
4.7 If the Customer is a merchant, a legal person under public law or a legal entity under public law changes in prices in accordance with the above-mentioned regulations are permissible if there are more than six weeks between conclusion of the contract and the agreed date of delivery.
5. Offset, Refusal of Performance, Assignment
5.1 The Customer may only exercise a right of retention when his counter claim arises from the same contractual realtionship.
5.2 The Customer only has the right to offset a claim if his counterclaims have been legally established or have been accepted by us.
5.3 The Customer may only transfer his claims against us or have them collected by a third party with our prior written approval unless they involve claims that are undisputed, ready for decision or legally adjudged.
6. Delivery Times and Service Deadlines
6.1 Dates of delivery are only binding if this is explicitly constituted and confirmed in writing by us. The delivery period starts with dispatch of the confirmation of order but not before provision of the documents, approvals, releases to be furnished by the Customer and receipt of the agreed down-payment. If, at a later stage, technical uncertainties or errors are detected in the order documents or drawings submitted by the Customer or if changes are agreed subsequently the delivery period begins anew upon rectification/clarification of the problems.
6.2 Partial deliveries are permitted within our specified delivery period as long as they do not cause any diasadvantages for the use.
6.3 The contract is concluded under the provision that our subcontractors supply us correctly and in time. This only applies in case that we are not responsible for the non-delivery, in particular if a congruent covering transaction is concluded with our supplier.
6.4 We have complied with the agreed delivery time if the goods have left our factory by the date of expiry or if we confirm that the goods are ready for dispatch. If acceptance of the goods is agreed or legally stipulated our delivery and service deadlines refer to the date of acceptance.
6.5 If we fail to meet the delivery and service period due to unforeseen obstacles beyond our control and responsibility they will be prolonged adequately at least by the duration of the obstruction or interruption. In particular this applies in cases of force majeure, strike, lock-outs, public directives as far as they have a considerable influence on the deliveries and services to be rendered by us, even if such circumstances occur to our suppliers or subcontractors. If obstructions continue uninterrupted more than eight weeks each party is entitled to withdraw from the contract in full or in part.
6.6 Should we default for any reason the customer has to grant us an adequate period of time. As long as this period has not elapsed without succes or has been dispensable for other legal reasons the Customer may not procure replacements or withdraw from the contract.
7. Packaging and Dispatch
7.1 Packaging becomes property of the Customer and will be charged by us. Postal and packing charges will be invoiced separately. The method of despatch will be according to our best descretion.
7.2 We will inform about the day of delivery directly prior to despatch. We do not assume any liability for a delivery time as regards arrival of the goods on site. If necessaray we will inform the Customer about auxiliary staff and machines he has to provide free of charge.
7.3 In case of transport damages the Customer has to inform the forwarding agent/carrier and us without negligent delay. Risk of accidental loss and accidental deterioration of the goods is transferred to the Customer at the time of handing over the goods to the forwarding agent/carrier or to the person or institution engaged with execution of the delivery.
7.4 If the Customer delays in accepting the goods the transfer will be deemed to have taken place. Insurance against transport damages will only be provided on request and at the expense of the Customer.
8. Complaint, Rights in Case of Defects, Limitation Period
8.1 In the ordinary course of business the Customer has to examine our delivered goods directly upon receipt and to notify any defects detected immediately in writing. We must be given the chance to verify the defect reported. Complained goods must be returned to us immediately upon request. If the Customer fails to observe this obligation or carries out modifications on the complained goods any claims for defects will expire.
8.2 In case of legitimate claims for defects we will render subsequent performance at our option by replacement or improvement resp. new production. For this purpose the Customer has to grant an appropriate period provided that it is not dispensable for legal reasons.If we do not comply with our subsequent performance within an appropriate period or if it fails the Customer will be entitled to require a price reduction or in the case of a severe breach of duty to withdraw from the contract. If only parts of the delivery are defective further rights of the Customer only apply to the defective part of the delivery, unless partial delivery is not of interest to the Customer. We are not responsible for any material defects caused by improper use, incorrect assemly or installation by the Customer or third party, normal wear or faulty handling as well as for any consequences of incorrect modifications without our approval or maintenance work by the Customer or third party. The same applies to defects which only slightly reduce the value or suitability of the goods.
8.3 Increased expenses for transport, labour and material costs resulting from subsequent performance are excluded if the delivered goods were transferred to another place than the agreed place of performance, unless the delivery complies with the intended use of the goods.
8.4 Further claims for defects of the customer are excluded and only eligible for compensation in accordance with clause 9. The Customer will not receive guarantees in the legal sense from us. Possible manufacturers’ guarantees remain unaffected by this. For goods sold as being degraded defects downgrading these goods may not be notified.
8.5 The limitation period for material defect claims is twelve months provided that according to §§ 438 para. 1 No. 2 German Civil Code (Delivery of items used for buildings), 497 para. 1 German Civil Code (Resulting Recourse Claim for Purchase of Consumable Goods) and 634 a para.1 No. 2 German Civil Code (Building Defects) the law prescribes longer periods. The legal limitation period also applies in case of injury of life, body or health, of intentional or grossly negligent breach of duties and malicious concealment of defects.
9.1 In case of slightly neglegent breaches of duty our liability is limited to damage that is predictable, typical and average for this kind of goods. This also applies to minor breaches of duty due to negligence of our legal representatives or other agents.
9.2 We are also not liable in case of slightly negligent breaches of insignificant contractual obligations. In particular other claims and all further claims of the Customer are excluded. In particular this applies to claims for compensation arising from the breach of duties or illegal actions. Therefore we are not liable for damages which do not occur at the goods supplied. Above all we are not liable for lost profit or other economic loss of the Customer.
9.3 The above-mentioned limitations of liabilty do not apply to the Customer’s claims regarding product liabilty. Furthermore the limitations of liabilty do not apply to unattributable damages of body and health, or customer’s loss of life.
9.4 The Customer’s claims for compensation of defects expire one year following delivery of the goods. This does not apply if we are blamed for malice.
10. Reservation of Title
We retain title of the goods from the current business relationship, irrespective of the legal basis, until all claims have been paid completey. For current invoices reservation of title serves as security for our outstanding balance claim. This also applies if the Customer has made payments on specific claims.
10.1 The Customer is obliged to handle the goods carefully. If any maintenance and inspection works are necessary the Customer shall have to carry out these works regularly and at his own expense.
10.2 Processing or transforming of the goods subject to reservation is effected exclusively on our behalf without any obligations arising for us. Should the goods subject to reservation be processed of transformed with other goods, which have not been supplied by us, we will acquire co-ownership in relation to the value of the goods subject to reservation to the other goods being processed or transformed at the time of processing or transformation. In case our ownership of the goods subject to reservation expires due to combination or mixing the Customer herewith already now transfers his (co-)ownership in the new object or in the mixed stock to us to the extent of the invoiced value of the goods subject to reservation and keeps it safe for us without any charges. The new item created by processing or transformation, combination or mixing (hereinafter called “new item”) resp. the attributable title rights and/or transferable (co-)title rights on this new item according to clause 2 of this para also serve as security for our outstanding balance claim like the goods subject to reservation according to clause 1. As far as there is no deviation from these terms in the subsequent term of this paragraph, the same will apply to the new item.
10.3 The Customer may only sell the goods subject to reservation in the course of a proper business transaction according to the standard terms and conditions and as long as he meets his payment obligations towards us in due time. The Customer is obliged to sell the goods subject to reservation only under reservation of title and to ensure that the claims arising from such sale transactions may be transferred to us.
10.4 The Customers’ claim arising from reselling the goods subject to reservation is already now assigned to us. We herewith accept the assignment. This claim serves as security to the same extent as the goods subject to reservation. If the Customer sells the goods subject to reservation together with other goods not supplied by us the assignment of the claim will only apply to that part of the invoice amount resulting from resale of the goods subject to reservation. In case of sale of the goods stipulated in clause 2 or in the legal regulations on combination and mixing of the item, which is co-owned by us the assignment of claim will apply up to the amount of our partial co-ownership.
10.5 If the Customer includes claims resulting from the resale of the goods subject to reservation in an existing current account relationship with his buyers, the Customer already now assigns the account balance or final balance to us in an amount corresponding to the total amount of the claim used for the current account relationship from the resale of the goods subject to reservation. The preceding para will apply in this respect.
10.6 The Customer is entitled to collect the claim assigned to us from resale of the goods subject to reservation. He is not entitled to assign the claim arising from the resale, not even within the scope of a genuine factoring contract.
10.7 We are entitled to cancel the collection authorisation at any time in case of default in payment, suspension of payment, transfer of the Customer's business operations to a third party, adversely affected creditworthiness or confidence or dissolution of the Customers’ company or in case of the Customers’ breach of contractual obligations in accordance with clause 3 of this para. In this case the Customer is obliged to immediately inform his own buyers of assignment of the claims to us and to provide us with alle information and documents which are required for collection. In this case, the Customer is moreover obliged to hand over to us or to assign to us any securities he is entitled to for customer receivables.
10.8 If the realisable value of the securities provided for us exceeds the value of the claims due to us by more than 15 % we are prepared to release securities, at our choice, if so requested by the Customer.
10.9 The Customer is obliged to inform us without any delay of any seizing or any other or actual endangerment of the goods subject to reservation or any other securities provided to us. The Customer is obliged to sufficiently insure the goods subject to reservation against fire and theft. The Customer already now assigns all rights from the insurance contracts in advance to us.
10.10 In case of of the Customers’ contrary behavior to the terms of this contract particularly in the event of a delay in payment or breach of any duty under this para we shall be entitled to withdraw from the contract and to demand the goods. In this event the Customer already now agrees that we may remove or instruct others to remove any goods from the Customer which are subject to reservation resp. the new item according to clause 2 of this para – as far as we are the sole owners – . For these purposes and for the purpose of any general inspection of the goods subject to reservation, the Customer has to grant us or our authorised representative access to his premises at any time.
11.1 Models, raw materials and other reusable items, such as semi-finished and finished products of the Customer will only be stored subject to prior agreeement and special remuneration. For this our liabilty is determined in accordance with clause 11.
11.2 We only have to examine the materials, semi-finished products, devices and other items provided by the Customer if this has explicitly been agreed with the Customer and settlement of the costs has been arranged.
11.3 In case of material defects or if the materials provided by the Customer are unusable due to circumstances beyond our control the Customer may not derive any claims for compensation against us. He will have to replace those parts free of charge and freight prepaid and to take back the defective parts free of charge and freight prepaid.
12. Rights of Third Parties
Any claims due to breach of property rights are excluded as far as the Customer does not use the delivered goods with respect to their purpose. The Customer is liable to us for any breach of property rights which might arise by using documents he is providing to us.
13. Place of Performance, Place of Jurisdication, Applicable Law
The law of the Federal Republic of Germany will apply. Regulations of the UN trade law do not apply. For all disputes arising from the contractual relationship - if the customer is a business person, a legal entity under public law or special fund under public law - the place of jurisdication is 57072 Siegen We are also entitled to sue at the Customers’ headquater. This also applies if the Customer does not have general jurisdiction in Germany or if its residence or permanent address is unknown at the time of raising a claim.
Place of performance is 57223 Kreuztal.
If particular regulations of the contract with the Customer including these General Terms and Conditions be or become ineffective totally or partly validity of the remaining regulations will remain unaffected. The completely or partly invalid regulation has to be replaced by a regulation whose economical succes is as close as possible to the economical success of the invalid regulation. Any transfers of rights and obligations of the Customer arising from the contract concluded with us require our written approval in order to become effective.