General conditions of supply and payment
General conditions of supply and payment
1. Area of Validity
The following general conditions of supply and payment apply to exclusively to businesses, public legal entities or institutional special bodies.
2. Conclusion of contract and contractual content
All parts of our offers are subject to confirmation. We are only contractually obligated when contract has been confirmed in writing in accordance with our general conditions of supply and payment. Our general conditions of supply and payment apply exclusively, even without our expressly rejecting the conditions of the contractual partner.
Sub-agreements require written confirmation before they become valid.
Claims against us can only be assigned with our approval.
The ineffectiveness of individual parts of the contract will not effect the legal validity of the contract as a whole.
Our prices are valid – unless otherwise expressly agreed – in Euros. They are valid on basis ex works Iserlohn. All prices offered by us are subject to confirmation. In the event that order-related costs change considerably after the conclusion of a contract, we have the right to recalculate the price using reasonable discretion (§315 German Civil Code) and to charge the catalogue price valid on the date of delivery.
Orders placed totalling less than 200.– Euro are subject to a minor value surcharge of 100.– Euro, orders placed totalling more than 200.– Euro but less than 400.– Euro are subject to a minor value surcharge of 50.– Euro. For delivery of goods to someone other than the orderer, a haulage surcharge of 10.– Euro is payable.
5. Delivery Periods
Delivery periods are considered only as approximate. They begin with our order confirmation, however not before all performance details have been clarified and all pre-conditions on the side of the customer have been fulfilled. Delivery date is regarded as the date of dispatch. Delivery date for orders to be collected by the orderer or for dispatch possibility is the day on which the notification of readiness for delivery is made.
We are entitled to make early and partial delivery.
We cannot be held responsible for delivery delays due to force majeure or other unforeseen circumstances, which cannot be prevented despite having taken the appropriate measures (e.g. production disruptions, effects of labour disputes) and including such as occur at our suppliers or their suppliers, even where we
have firmly agreed delivery periods and dates. In such cases, the delivery period is extended for an appropriate period of time. The customer will be informed of circumstances occurring which will cause considerable delivery delays.
Should our performance be made impossible or delayed for more than three months due to the aforementioned circumstances, we are within our rights to withdraw from that unfulfilled part of the contract. If, by our own doing, we fail to meet our deadlines, the customer is entitled to set an additional deadline and after its expiration to cancel the contract in the context of the legal regulations. We are only liable to claims of compensation when deliberate or gross negligence
can be proven against us. If delivery is to be made on call-off or according to the customer’s specification and if call-off or the specification are not made in time, we are authorised, under exemption from the restrictions of §181 of the Civil Code following the unsuccessful setting of deadlines of the customer, to make our own call-off or specifications. In this case, the orderer is obliged to pay the due amount in advance.
There is no packing charge for deliveries in boxes. Wooden crates or wooden partition packaging are charged at cost. For goods packed in wooden crates (not wooden partition) which are returned free-
of-charge, the customer will be credited for 4/5 of the cost of the wooden crates. Before receiving the credit, the customer is not entitled to charge for the amount to be credited or to demand repayment.
7. Dispatch and transfer of risk
The orderer requests goods according to §447 of the Civil Code. All risks are transferred to the orderer even without delivery if the goods are offered to him for collection.
Should the goods be returned for reasons beyond our responsibility, the orderer bears all risks until the goods are received by us. Unless otherwise stated by the orderer, we are free to choose the method of dispatch. We do not guarantee use of the most economical method of dispatch.
8. Liability for material defects – Limitation
Regardless of any shorter judicial period for complaints, any faults relating to our deliveries must be
reported in writing as soon as they are noticed, obvious faults must be reported at the latest two weeks after receipt of goods. Justified claims will be met by a replacement delivery or amendment in our option. If replacement delivery or amendment is not successful, the orderer can demand a reduction of the purchase price/labour costs or cancellation of the contract in his option. Further claims of the orderer, particularly damage compensation entitlements are excluded, unless deliberate or gross negligence can be proven against us. This also applies to redress claims accord-ing to §478 of the Civil Code and furthermore for liability for material defects due to faulty assembly or assembly instructions.
We must be allowed the opportunity to ascertain the fault reported. Upon our request, the claimed material must be returned to us immediately. If the customer does not meet this demand, or does not follow the instructions given by us or known to be required by the normal rules of technology for the handling and processing of our products or if he makes changes to the products, our liability for material defects is no longer applicable.
In as far as the ordering party has met its re-quirement to inspect the goods and give notice of defects, claims asserted on the grounds of defects of quality pertaining to items which have been used for a building in accordance with their customary use, thereby causing a defect, are deemed to be subjected to a period of limitation of five years, all other deliveries being subjected to a period of 12 months as from the date of delivery. The aforementioned period of 12 months is also valid with regard to all other contractual claims which the ordering party has. Should we assume liability for intent or on the basis of the Product Liability Act, statutory period of limitation is deemed to have validity.
The freight-free return of goods is allowed only when previously agreed, with a discount for handling and processing. The handling and processing costs amount to 20% of the cost of the goods, with a minimum charge of 50.– Euro. The return of specially made goods or made-to-measure items is excluded.
Payment is due within 15 days from invoice date with a discount of 2% or within 30 days from date of invoice on net basis. The orderer is in payment delay 30 days after receiving the invoice, as long as the payment delay does not come into effect earlier (for example due to a reminder or fulfilment refusal). The orderer is obliged to pay delay interest at legally decreed levels starting from the point of delay. We are within our rights to instigate claims above and beyond delay damages and/or claims regarding violations of contractual obligations. Drafts, cheques and other payment documents will be accepted as payment under reservation.
The due date of our invoices is not affected by this. Discount and collection costs are to be borne by the customer. The offset of amounts against our receivables is only allowed where a non-disputed or judicially ascertained claim exists. The orderer only has the right to hold back or refuse payment if he is legally entitled or has a recognised counter claim or such claim relating to breach of contract resulting from intent or gross negligence by our legal representatives, our managing directors or our management employees.
We have the right to deliver to orderers not known to us or those who are insolvent only by cash on delivery or with advance payment, in our option.
11. Reservation of title rights
We retain ownership of goods delivered by us, as well as of the finished items resulting from their use or processing, until complete fulfilment of all claims, even those not yet due, resulting from the business relationship with the orderer. The orderer is required to store separately and label material subject to reservation of title rights. Any use and processing of the reserved material is done by the orderer on our behalf, without any obligations being placed on us. If the reserved material is processed or mixed with other materials, this does not cancel our ownership but gives us co ownership rights to the produced items in proportion to the invoice value of the reserved goods and the other processed materials. Any ownership right gained by the orderer through processing our goods with other materials automatically passes to us.
Claims resulting from the disposal of the reserved material or from another legal reason are assigned now by the orderer to us. We accept the assignment. The orderer is entitled to collect these claims in so far as he meets his obligations to us. Upon our request, he is obliged to name the third-party debtor and to show him the assignment. If the reserved material is sold after processing or blending with other materials, the aforementioned assignment in advance applies only in proportion to the invoice value of the reserved material.
Execution measures of third-parties with regard to the reserved material or to the claims assigned in advance must be notified by the orderer to us immediately under provision of documents necessary for an intervention. We agree in our option, upon the orderer’s request, to release the securities due us according to the aforementioned conditions in so far as they exceed the value of the debts due to us by 20%.
12. Liability exclusion
Insofar as our liability is limited by the aforemetioned conditions to intent or gross negligence, this limitation does not apply to injury to life, body and health. Furthermore, we are liable for minor negligent violations of important contractual duties, limited however to damage that is contract-typical and is sen-sibly predictable.
13. Place of performance – Court of Jurisdiction
Place of performance and court of jurisdiction is Iserlohn. We reserve the right however, to sue at the orderer’s business or residential location. German law applies. The contractual relationship is regulated by the conditions of the German Civil Code (BGB) and the Commercial Legal Code (HGB) of the Federal Republic of Germany. The validity of the UN agreement governing contracts with regard to international sale of goods (CISG) is excluded.