GENERAL TERMS AND CONDITIONS OF BUSINESS
(Current status 07/2019)
For use in business transactions with companies
Our deliveries and services are carried out exclusively on the basis of the following conditions, which shall become the content of the individual contracts. They also apply to all future business relationships, even when they are not expressly agreed on again. Differing conditions of the Purchaser, which we do not expressly recognize in writing, shall not become an integral part of the contract, even when we do not expressly contradict them or the Purchaser, in the same way, refers to its own terms and conditions of purchase. Through the assignment of an order or the acceptance of deliveries, the terms and conditions are deemed to have been recognized. The conditions set forth in the description of services conclusively determine the characteristics of the services.
Our deliveries and services are always based on the current ISO-GPS-system (geometric product specification), unless expressly agreed otherwise. This also applies in particular to cases in which an order is placed by the customer using ambiguous technical drawings that do not correspond to the current standardization inventory.
Our offers are subject to confirmation and are not binding, unless we have designated these as binding. Verbal agreements or those made on the telephone, by fax or e-mail only become binding with our written confirmation.
1. Our prices are to be understood to be in euros and are valid ex works plus packaging, transport costs and value-added tax, insofar as nothing has been arranged in writing to the contrary.
2. If the price is arranged dependent on the weight of parts, the final price results from the actual production weight.
1. The invoice shall be issued with the date on which the goods were shipped. If, upon completion or after the entry into effect of the purchase obligation, there is no shipment authorization of the Purchaser or if the goods are stored with the supplier until collection, then the invoice will be issued by using the date on which the goods were completed.
Payment deadlines begin with the date of the invoice.
2. Invoice amounts become due without any deduction upon receipt of the invoice. Late payment applies when the invoice is not paid in full within at least 30 days after receipt.
3. During the delay as well as in the event of the exceedance of an agreed payment deadline, default interest shall be charged in line with the legal regulations according to Section 288 of the BGB [German Civil Code].
4. Checks are considered to be cash payments, insofar as they are sent to us on time for them to be able to clear within the above payment deadlines.
5. The acceptance of change and checks only occurs as payment; all costs associated with this are charged to the Purchaser. We make no guarantee whatsoever for the correct notification and raising of protests. Change and checks are only credited with the deduction of the relevant interest and costs which have become payable to us, subject to proper receipt by us.
6. The allocation of our own or third party acceptances, the acceptance of which we reserve the right to in any case, is not considered to be a cash payment. Cash discounts shall not be granted for payment by bill of exchange. Discount charges and bill stamp tax shall be charged to the Purchaser.
7. Interest on prepayments or payments on account shall not occur.
8. We reserve the right to credit rating as well as to reverse the granting of credit at any time – also within preexisting payment deadlines, even after conclusion of a contract. We are also entitled to demand a security at any time that is sufficient in our assessment, without stating a reason. If such does not take place upon our request, our account becomes due immediately.
9. The Purchaser is only entitled to the setoff or retention of payments, when its counterclaim is undisputed or determined by law. The customer is only authorized to exercise the right of retention to the extent that his or her counterclaim is based on the same contract. In the case of the presence of deficits, the Purchaser does not have the right of retention unless the delivery is obviously defective or the Purchaser obviously has a right to refuse the acceptance of the activities; in such a case the Purchaser is only entitled to returns insofar as the retained amount is in a reasonable relationship to the defects and the envisioned costs of the subsequent performance (especially the correction of a defect). The Purchaser is not entitled to assert claims and rights due to defects, if it has not made payments which are due and the due amounts are in a reasonable relationship with the value of the delivery or work that is afflicted with defects. Discounts are only recognized insofar as they are agreed.
10. Only payments made at the place of performance shall have the effect of reducing debts. Payments to employees of our company only reduce debts when these are provided with a written authority to collect.
1. If nothing to the contrary has been agreed, we select packaging and type of delivery according to our best estimation.
2. Paper packaging shall be invoiced as the cheapest. Boxes, crates, barrels, bags and other packaging that has been designated as returnable packaging shall be invoiced and credited at the amount of 2/3 of the calculated value in the event of carriage and insurance paid return within four weeks after receipt of the delivery. The railway notice “insufficiently packed” shall never be to our disadvantage.
3. The sending of the item ex works or distribution center always occurs at the risk of the Purchaser.
1. Delivery dates or deadlines which have not expressly been arranged as being binding are always non-binding information. The time for delivery specified by us first begins when the technical questions have been clarified. The Purchaser shall likewise fulfill all of the duties for which it is responsible in due form and in due time.
2. Adherence to arranged delivery dates shall be ensured whenever possible: however, they are extended in the event of unforeseen circumstances, especially interruption of business, strikes and force majeure. If the delivery becomes impossible or unreasonable because of the hindrance, through blazes, explosions, floods, official measures, strikes or other unforeseen circumstances and cases of force majeure for us or for suppliers of materials which are necessary to us for the manufacturing of our products or the transport company, we have the right to withdraw from the contract without guaranteeing compensation and without obligation to subsequent deliveries.
We are only responsible for the timely procurement of our deliveries and/or services insofar as we have received the necessary supplies and other services. We shall inform the Purchaser without delay if the deliveries will not be available or not on time and where relevant we shall refund return services received without delay. The burden of proof that an infringement of duty in connection with the procurement of deliveries by us has occurred lies with the Purchaser.
3. The delivery deadline shall be deemed to have been met when the goods have left our works by the time it expires or the Purchaser has been informed of the readiness to send.
4. If a delivery deadline is exceeded by more than two weeks, the Purchaser is entitled to set an appropriate later deadline. If this deadline is also not met, the Purchaser has the right to withdraw from the contract within two weeks after the expiry of this deadline. We shall advise the Purchaser at the beginning of the deadline of the likely significance of its behavior.
5. Reasonable partial deliveries and deliveries before the deadline as well as deviations from the order amount of up to +/- 10 % are permitted, insofar as nothing has been agreed to the contrary and insofar as this is reasonable for the Purchaser.
6. If the shipment of the deliveries is more than two weeks after the agreed delivery deadline upon the request of the Purchaser or, if no further exact delivery deadline was arranged, and if there is a delay of more than two weeks from when we announced that we were ready to send, we are entitled to charge a storage fee in the amount of 1% (where relevant, proportional to the time) of the net price of the object being delivered, at the highest, though, 5 %. The Purchaser is entitled to prove that we have not incurred any loss or a significantly smaller loss. We are entitled to prove that a higher loss was incurred.
7. If the Purchaser falls into default of acceptance, we are entitled to demand replacement of the damage that has occurred and any additional expenses. The same applies when the Purchaser culpably infringes obligations to cooperate. With the entry into force of the acceptance or debtor delay, the risks of accidental deterioration and incidental demise are transferred to the Purchaser.
1. Claims for defects by the Purchaser only exist when the Purchaser has met in an orderly manner its duties of examination and reproof according to Section 377 of the HGB [German Commercial Code].
2. Our information about the object of delivery and service, about the purpose of use, quality, etc. is to be considered to be approximate. Basically it applies, insofar as nothing has been arranged to the contrary, that the item is deemed to be free from material defects when it is suited for the usual purpose and demonstrates a quality that is usual in items of the same kind and the Purchaser can expect according to the type of the item.
Further guarantees, especially for the durability or quality of the object being delivered, are not undertaken. Explanations on our part in connection with the contract (e.g. descriptions of services, references to DIN norms, etc.) contain in the case of doubt no, and also not even a tacit assumption of a guarantee. In case of doubt, only express written explanations on our side about the special assumption of a guarantee are authoritative.
Claims for defects do not exist in the case of only insignificant deviations from the arranged quality or with only insignificant impairments of usability.
3. Deviations from patterns or earlier deliveries are, insofar as is technically possible and reasonable, avoided.
4. For not insignificant defects of our deliveries and services, especially manufacturing and material errors, we shall either, according to our choice, remedy the defects or render a replacement partial delivery, Within the scope of the supplementary performance, we are in no way whatsoever obliged to new delivery or manufacturing. Insofar, the Purchaser is granted the right, in the event of failing twice, to reduce or according to its choice, to withdraw from the contract. The expenses necessary for the supplementary performance are borne by the Purchaser, insofar as they are increased by the fact that the deliveries / services are shipped to a place that differs from the Purchaser’s branch office, unless the shipment corresponds to its use in accordance with the purpose.
5. Certificates issued are to be arranged in writing with regard to form and subject and they shall be remunerated additionally.
6. We are not liable for advice that we have provided unless the responsibility for the advice was additionally transferred in writing and represents a part of the services.
7. The guarantee expires, if the item delivered was changed, processed or improperly handled.
8. We are only responsible for defective third party products insofar as we have guarantee claims with our pre-suppliers.
9. For all guarantee claims, a period of limitation of 12 months after delivery applies.
10. Complaints are to be made according to Section 377 of the HGB [German Commercial Code] immediately after receipt of the item; in the event of hidden defects, in writing within 10 days of when they have been determined. Returns may not be made without our prior consent.
General Limitations of Liability
A. 1. We are liable in the event of intent or gross negligence on our part or on the part of a representative or a vicarious agent according to the legal regulations. In addition, we are only liable according to the Produkthaftungsgesetz [German Product Liability Act], due to injury to life, the body or health or due to the culpable breaching of significant contractual obligations. The damage claim for the breaching of significant contractual duties is, however, limited to typical foreseeable damages. Our liability is also limited to the typical foreseeable damages in cases of gross negligence, when none of the exceptional cases listed in sentence 2 of this paragraph 1 applies.
2. The responsibility for damages by the object delivered to legal assets of the Purchaser or a third party, e.g. damage to other objects, is, however, completely excluded. This shall not apply in cases of intent, gross negligence or due to injury to life, limb or health.
3. We are also liable for damages which we cause by a culpable infringement of such contractual obligations, the fulfillment of which first even enables the orderly fulfillment of the contract and the compliance of which the Purchaser regularly relies on and may rely on. However, we are only liable insofar as the damages are typically associated with the contract and are foreseeable.
4. The regulations of the aforementioned paragraphs 1 and 3 extend to compensation of damages as well as the service and compensation of damages instead of the service, irrespective of the legal reasons, especially due to defects, the breaching of obligations from the contractual obligation or from tortious liability. They also apply to the claim for replacement of futile efforts or expenses. However, the liability for delay is determined according to letter B; the liability for impossibility according to letter C.
5. A further liability is excluded in view of the legal nature of the claim that has been asserted; this especially applies to tort claims or claims for replacement of futile efforts and expenses instead of the service. If our liability is excluded or limited, this shall also apply to personal liability on the part of our employees, representatives and vicarious agents.
B. 1. We are liable for delays in the delivery of service in the cases of intent or gross negligence on our part or on the part of a representative or a vicarious agent according to the legal regulations. In cases of gross negligence, our liability is, however, limited to the typical, foreseeable damages, with the exception of damage to life, limb or health.
2. If the sales contract on which this is based is a fixed date transaction within the scope of Section 286 Para. 2 no. 4 of the BGB [German Civil Code] or of Section 376 of the HGB [German Commercial Code], we are liable according to the legal regulations. The same applies when the Purchaser is entitled, after a delay in delivery for which we are responsible, to claim the discontinuation of its interest in the continued fulfillment of the contract. In this case, our liability is limited to the foreseeable, typically occurring damages, when the delay in delivery js not due to an intentional breach of the contract that we have caused, whereby a fault due to our representative or vicarious agent is attributable to us.
3. In the event that a delayed delivery represented by us is due to the culpable infringement of a contractual obligation, the fulfillment of which first even makes the orderly implementation of the contract possible and the compliance of which the Purchaser regularly relies on and may rely on, where we have become culpable due to our representative or vicarious agent, we are responsible according to the legal regulations with the stipulation that the damage liability is limited to the foreseeable, typically occurring damage.
4. In addition, our liability due to delay of services for damage replacement is limited to 5% alongside service and for damage replacement instead of service to 10% of the value of the delivery/service.
5. A further liability for a delay in delivery caused by us is excluded, even after the expiry of a deadline that we have set. The Purchaser’s further legal claims and right, which are available to it alongside the claim to damages because of a delay in delivery caused by us, remain unaffected.
C. We are liable for the impossibility of delivery/service in the cases of intent or gross negligence on our part or on the part of a representative or a vicarious agent in accordance with the legal regulations. However, our liability is limited to the typical, foreseeable damages in cases of gross negligence, when none of the exceptional cases as listed in sentence 5 of this provision apply. Furthermore, our liability due to the impossibility of a replacement of damages and a replacement of futile efforts and expenses is limited to a total of 10% of the value of the service/delivery. Further claims of the Purchaser due to the impossibility of delivery are excluded. This limitation shall not apply in cases of negligence, gross negligence or due to injury to life, limb or health. This shall not affect the Purchaser’s right to withdraw from the contract.
Flat-rate damage compensation
For damages which have occurred on our side in connection with the fulfillment of the contract, we can demand a flat-rate damage replacement in the amount of 10 %, according to our choice, of the gross value of the goods or of the replacement of the actual damages by the Purchaser, insofar as the Purchaser cannot prove that a damage or a decrease in value has not occurred at all or is significantly lower than the flat-rate amount.
Reservation of title
1. We retain ownership of all goods delivered by us until all outstanding sums have been paid in full for the entire contractual relation. In the case of check or draft payments, the ownership rights remain until the complete cashing of check or draft has taken place.
2. The Purchaser is entitled to sell the reserved goods in an orderly manner in business transactions and/or to use them, insofar as it is not in arrears with its payments. They may not be pledged or transferred by way of security. By way of security or other legal basis (insurance, tortious liability), the Customer shall assign to us, at the outset and in full, any debt claims (including all demands relating to the current account balance) arising from such resale with regard to the goods that are subject to retention of title. We hereby accept the assignment. We duly authorize the Purchaser – whereby such authorization can be cancelled at any time – to collect debt claims assigned to us on our behalf in its own name. The direct debit mandate can be withdrawn at any time, if the Purchaser does not properly fulfill its payment obligations. For the transfer of this debt, the Purchaser is also not authorized for the purposes of debt collection in the way of factoring, unless at the same time, the obligation of the factor causes the service in return to have a direct effect on us as long as requirements of use exist against the Purchaser.
3. The Purchaser may process goods for which we retain ownership, within the scope of proper business operations, unless it is in payment arrears or stops payment. Acquisition of ownership by the Purchaser according to Section 950 of the BGB [German Civil Code] in the case of the processing or machining of our reserved goods occurs exclusively for us, i.e. it is already agreed that we have ownership of new items occurring through processing. Insofar as goods from other suppliers are processed along with this, for which the legal consequences of Section 950 of the BGB [German Civil Code] are excluded, we acquire at least co-ownership of the new item up to the proportion that corresponds according to quotes to the value of the other objects being processed, that the supplier has invoiced. If Purchaser’s item is to be considered the main object in the scheme of things, the Purchaser and our company mutually agree that the Purchaser shall transfer partial co-ownership to us. We hereby assume the transfer. The Purchaser will safeguard our sole or co-ownership which has arisen in such way.
4. Before payment of the invoice amounts has been effectuated, the Purchaser may neither pledge nor transfer for safety the goods which have been supplied to it.
5. In the case of access of third parties to the reserved goods, and especially pledges, the Purchaser is reminded of our ownership and to inform us without delay so that we can enforce our rights of ownership. Insofar as the third party is not in the position to remunerate us for the legal or non-legal costs which have arisen in this connection, the Purchaser shall be held liable here.
6. We are obliged to release the securities that we hold insofar as the realizable value of our securities exceeds the claims to be secured by more than 10 %. In the process, we have the choice of the securities to be released.
1. If we supply according to drawings, models, matrices, templates, patterns or with the use of supplied parts or tools or other production methods of the Purchaser, then it is responsible for ensuring that the copyrights of third parties are not infringed by this. Upon our first request, the Purchaser must release us from claims of third parties and perform the replacement of the damage that has occurred.
2. Means of production that were made available to us pursuant to number 1, which did not result in an order, shall be returned to the Purchaser following a written expressed request after the cost transfer; otherwise, we are entitled to destroy such means of production three months after submission of the offer at the Purchaser’s expense.
1. All contractual agreements shall be made in writing. This is also applicable for the agreement to a deviation from this written form clause. Oral ancillary agreements do not exist.
2. Should one or more of these provisions as set forth above become ineffective, then the reasonable agreement which the Parties mutually agree on in its place shall apply. Insofar as this cannot be determined, the legal regulation shall apply.
Place of performance/jurisdiction
1. The place of performance for deliveries and payments is our company headquarters. The place of jurisdiction for all disputes connected to implementation of this Contract, including those relating to guarantees or compensation, is Dresden.
2. German law shall apply exclusively to all contractual relations, even those with foreign partners. The UN Sales Convention is excluded.