General terms and conditions
1. General conditions
1.1 (Scope) These General Terms and Conditions are only intended for use in business with entrepreneurs.
1.2 (Conflicting business conditions, confirmation in writing, additional agreements) The only terms and conditions for the contract shall be these terms and conditions. We will not accept any conflicting general business terms, whether or not expressly rejected by us.
1.3 (Right to make modifications) Initial quotations are made free of obligation. We reserve the right to make technical improvements of our products.
1.4 ( Offsetting,assigning) Unless the customer has undisputed or non-appealable counterclaims or he has counterclaims directed on payment resulting from his right to withhold (according to § 320 BGB), he shall not be entitled to offset payments. We are entitled to assign our claims against the customer to a third party.
1.5 (Place of performance, Court of jurisdiction, governing law)
Place of performance is our works in Wertheim. In the case of contracts with customers who are businessmen, legal persons under public law or special funds under public law, and with customers who do not have a general place of jurisdiction in Germany, the courts of jurisdiction shall be Wertheim / Mosbach as competent courts of our registered office. We can also take legal action against the customer at his registered office. The contract shall be construed and interpreted in ac-cordance with the laws of the Federal Republic of Germany with exception of the ‘UN Convention on the International Sale of Goods’ (CISG).
2. Delivery, risk, forwarding charges
2.1 We shall be entitled to undertake partial deliveries, provided this is reasonable for the customer.
2.2 The risk shall be transferred to the customer when the goods are packed and ready for collection (“Ex Works” as defined in INCOTERMS 2000).
2.3 The customer shall bear all transport, packing and insurance costs.
2.4 If we have accepted orders on call, the customer must call up the entire order quantity within 12 months. If the customers does not call up the entire order quantity we are entitled to deliver the out-standing quantatity to the customer after the expire date.
2.5 If there be any delay in the customer’s acceptance of a shipment or of commodity, which is ready for delivery, we may have the products stored at the customer’s expense.
3. Delivery period, delay, delay- damages
3.1 Delivery periods are ex works. Agreed upon periods of delivery or delivery dates require that the customer furnishes in due time any information and documents, such as drawings and approv-als or production releases that must be obtained, makes down payments according to the agreement, and fulfills all its other obligations in due time.
3.2 Subject to correct and punctual internal delivery. We shall inform the customer without delay of the non-availability of the delivery products.
3.3 Acts of God or any events for which we are not responsible i.e. strikes, lockouts, operating breakdowns, shortages of raw materials or means of production, shall extend the delivery period accordingly. Delivery times will also be extended due to modification of products or services re-quested by the customer.
3.4 In any case the customer has to send us a reminder setting a reasonable period of grace before claiming default of delivery.
3.5 In the event of compensation for damages caused by late deliveries, our liability for compensa-tion besides performance shall be limited to 5 % and for compensation instead of performance to 10 % of the value of our delayed delivery. This limit shall not apply in cases of intent, gross negligence and/or injury to life, body or health. Furthermore, our liability shall be limited to foreseeable typical damage except in the event of willful intent.
4. Prices, conditions of payment, collateral security
4.1 Prices quoted shall be EXW (ex-works). If applicable, VAT will be added. We may raise prices in accordance with § 315 BGB in proportion to cost increases if a period of more than four months lies between conclusion of contract and delivery.
4.2. Invoices are due immediately without deduction. We shall accept bills of exchange or checks only on account of performance and at the customer’s expense.
4.3 In case of any delays in payment or if we have reason to believe that there could be failure of the customer to fulfill his paying obligation we reserve the right to require payment in advance or the provision of a security in the amount of the invoice amount.
4.4 In the event of the agreed return of defect-free goods by the customer, we shall charge a fee in the amount of 15 % of the invoice amount. The customer shall bear risk and costs of the return of the defect-free goods.
5. Reservation of proprietary rights, assignment in advanve
5.1 The delivered goods shall remain our property and title shall not pass to the customer until all open liabilities of the customer arising from the business relationship have been fully paid for.
5.2 While the retention of ownership persists, the customer is prohibited from pledging or assign-ing as security. The customer may only dispose of the items subject to retention of title in the nor-mal course of business and provided that title will pass to the customer only once the customer has met its payment obligations.
5.3 If the goods become a component of a new object, then we shall be a direct proportional co-owner of this object even if it constitutes a new legal entity. Our proportion of co-ownership shall be based on the relation of the invoice value of the goods to the value of the new object at the time of the connection.
5.4. If the customer processes the goods he processes them for us.
5.5 The Customer shall assign to us in advance as collateral any claims against his customers or a third party from the resale of the goods (see clause 5.2) and/or newly formed objects (see clause 5.4) and/or processed goods (see clause 5.3) to the value of our invoice for the products. If the Customer is not in default of payment for the goods, he may collect the assigned claims in his nor-mal course of business. However, he may only use the proportional proceeds for the payment to us for the goods.
5.6 Upon the customer’s request, we shall release collateral at our discretion, if and to the degree that the nominal value of the collateral exceeds 20 % of the nominal value of our open debt claims against the customer.
5.7 In the event of culpable breach by the customer of a material contractual obligation, especially a delay in payment, we shall be entitled to take back any goods that are subject to retention of title after a reminder while the customer is obliged to hand over these goods.
The demand to hand over goods cannot be considered as withdrawal unless explicitedly declared.
5.8 To determine our rights, we can have all of the documents/books affecting our proprietary rights of the customer inspected by a person who is obliged to observe professional discretion.
6. Claims for defects and replacement, regular limitation period
6.1 We guarantee that our goods are free of defects at the transfer of risk. Immaterial deviations from the agreed quality or non-essential restrictions in usability are, however, of no significance. Qualities, performance, usage of our commodity or other features shall only be binding if we have expressly agreed on them in specifications, product descriptions or/and instruction manuals.
6.2 If the customer requires the delivered goods for purposes other than those agreed, he must check before use on his own authority if the goods are specially suitable for such purposes. We shall not be responsible for the fulfillment of any application not expressly confirmed by us.
6.3 In the case of justified deficiency claims we shall be required to provide subsequent perfor-mance by free replacement or repair at our sole discretion. In the event of rejection, impossibility or failure of subsequent performance, the customer has the right to demand a reduction of the purchase price or to withdraw from the contract.
6.4 The customer shall be obliged to promptly and carefully check the incoming goods – also for product safety – and to notify us of any apparent deficiencies, any hidden defects as soon as they are found. In addition, the customer must notify the carrier immediately of any transport damage. Non-observation of the obligation to check and give notice of defects will void any and all warranty claims for those deficiencies.
6.5 We are not liable for any damages following improper use, handling, maintenance, operation or processing caused by the customer or his employees or on normal wear and tear. This especially excludes liability for results of chemical, electrochemical or electric impact on the goods or in case that the customer does not use the goods according to our instructions.
6.6 Our liability for slight negligence is restricted to claims based on injury to life, body or health, to claims arising from the Product Liability Law and to claims arising from the culpable infringe-ment of essential contractual obligations, with said infringement putting the purpose of the contract at risk. Our liability for the slightly negligent infringement of essential contractual obligations is restricted to typically occurring damage foreseeable by us at the time the contract was signed.
6.7 Claims against us based on defects are subject to a statute of limitations of one year as of the delivery of the goods to the customer.
The restriction of the period of limitation shall not apply for claims based on the Product Liability Law as well as for claims arising from injury to life, body or health, in eases of wilful or gross neg-ligence; and in cases of malicious silence with regard to a defect.
6.8 In the event of a grossly negligent or wilfully unjustified notice of defect we shall be entitled to charge reasonable compensation for the examination or the repair work.
7. Industrial proprietary rights, secrecy
7.1 We reserve ownership in any designs, samples, diagrams, technical documents, cost estimates or offers provided by us as well as all copyrights, proprietary and intellectual property rights in any such item. This applies also if the customer has borne their costs. The customer may use all such items only in formats agreed with us.
7.2 The customer may not change the delivered goods, nor connect them to or combine them with other objects or use them in any other way, if this would involve the infringement of proprietary and intellectual property rights of third parties. The customer shall exempt us of all claims filed against us by third parties due to the infringement of proprietary and intellectual property rights through customer use in the sense of sentence 1, and shall reimburse any costs incurred to us as a result thereof. This particularly applies in the case of claims filed on the grounds of the indirect in-fringement of patent rights.
7.3 If we deliver goods according to designs or other requirements specified by the customer, he is liable by default for ensuring that through the production and delivery of these goods industrial property rights or other rights of third parties are not infringed. He shall be obligated by default to provide compensation for all damages resulting from such legal infringements.
7.4 We reserve ownership in moulds, tools or devices manufactured or provided by us. This ap-plies also if the customer has borne their costs partly or in whole.
7.5 All information acquired through the business relationship which is not deemed to be public knowledge shall be deemed proprietary and may not be disclosed to any third parties.
– state September 15th 2022 (valid from September 15th 2022)