GENERAL TERMS AND CONDITIONS
OF SALE AND DELIVERY
I. Effectiveness of agreements
1. All agreements - in particular insofar as they modify these terms and conditions - shall
only become binding for us upon our written confirmation; verbal agreements shall not be
effective.
2. Deviating terms and conditions of business of the customer shall not become part of the
contract, even if we do not expressly contradict them.
3. These terms and conditions of sale and delivery shall be deemed to have been accepted
by the customer at the latest on receipt of goods delivered by us.
4. The present terms and conditions of sale and delivery shall also apply to all orders placed
by the customer in the future, irrespective of whether we expressly refer to them in each
individual case.
II. Offers, technical data, documents
1. Our offers shall be non-binding unless expressly stated otherwise.
2. Technical information in word, number, drawing or picture e.g. about weight, dimensions
and performance of our products in brochures, publications as well as offers, order
confirmations or other correspondence, are only approximate values unless expressly stated
otherwise. In particular, deviations due to design changes are reserved.
3. Cost estimates, drawings and other documents relating to the products supplied by us
shall remain our property; we reserve our copyright to these documents even after delivery
to the customer. The above-mentioned documents may not be made available to third parties
without our prior written consent. If the order is not placed, we reserve the right to reclaim
the documents provided to the customer.
III. Entry into contract
1. The contract shall only become effective upon our written order confirmation and only with
the content resulting therefrom. Only said order confirmation shall be decisive for the scope
of our delivery obligation. However, we shall not be bound by any obvious writing, calculation
or printing errors in the order confirmation.
2. Collateral agreements, supplements and amendments to the contract shall also only
become legally effective upon our written confirmation.
IV. Prices, terms of payment
1. Prices are quoted ex works or factory warehouse. They do not include value-added tax
at the statutory rate, packaging, freight costs, assembly and other ancillary costs with the
exception of those for loading at the factory or factory warehouse.
2. Insofar as the order confirmation does not contain any deviating terms of payment that
are binding for the customer in any case, the invoice amount shall be payable within 14 days
with 2% discount or within thirty days net. Discounts shall not be granted if the customer is
in arrears with the payment of previous deliveries.
3. All payments shall be made in such a way that they are credited to one of our bank or
postal current accounts on the due date in such a way that we can dispose of the credit
balance. Upon request, the customer shall grant us a collection authorisation to withdraw
due invoice amounts from his bank account by means of direct debit. For any amounts not
paid by the customer at the due date, he shall owe us interest on arrears, or alternatively
the statutory default interest according to Sect. 247 BGB (German Civil Code).
4. All payments shall be made to us free of charge. Representatives shall not be entitled to
collect payments unless they present a written authorisation. Bills of exchange and cheques
shall only be accepted on account of payment, bills of exchange only with prior written
agreement. The discount, expenses and all costs associated with the collection of the amount
of the bill of exchange and cheque shall be borne by the customer.
5. Set-off by the customer shall only be permitted with claims that are undisputed or have
been upheld by final decision of a court of competent jurisdiction. A right of retention against
our claims may only be asserted by the customer on the basis of such counter-claims.
V. Delivery period
1. If a delivery period is agreed upon, it shall commence on the day of dispatch of our written
confirmation, but not prior to clarification of all details of the order and not before provision
of all documents to be procured by the customer.
2. The delivery period shall be deemed to have been complied with if the delivery item
has been dispatched or - insofar as the customer has to call for delivery or pick up – the
customer has been notified of readiness for dispatch.
3. In case of force majeure and events which make delivery considerably more difficult or
impossible for us - e.g. operational disruptions of any kind, defective products, delays in
delivery, we reserve the right to postpone the duration of the hindrance by a reasonable
restart time or to rescind the contract if we have not yet fulfilled it.
4. We shall be entitled to extend the delivery period for urgent reasons once by 4 weeks;
the customer shall be informed of this before the expiry of the delivery period.
5. If we are in arrears with a delivery, the customer may withdraw from the contract after
expiry of a period of grace of at least one month to be set in writing by him to the extent that
fulfilment by us has not yet been completed; in this case, he may only claim damages for
non-performance (instead of exercising the right of withdrawal), limited to the unfulfilled
part of our delivery obligations, if we or our vicarious agents have caused the delay in
delivery intentionally or grossly negligently.
6. In any case, compliance with the delivery period shall be subject to fulfilment of the
customer’s contractual obligations.
VI. Dispatch and transfer of risk
1. Delivery shall be ex works or factory warehouse. We shall be entitled to make partial
deliveries.
2. Upon handover of the goods to the customer, freight forwarder, carrier or any other
person or institution designated to carry out the shipment, but at the latest upon leaving the
factory or factory warehouse, the risk shall pass to the customer, also in the case of fob and
cif deliveries. Dispatch, selection of the means of transport and the transport route as well
as appropriate packaging shall be effected by us with the necessary care, but without
assumption of liability.
3. We shall only be obliged to take out transport insurance at the explicit request of the
customer. The costs shall be borne by the customer.
4. If the dispatch or collection of the goods is delayed due to circumstances for which the
customer is responsible, we shall be entitled to store the goods at our discretion at our
own expense and risk and to demand immediate payment of the price.
VII. Reservation of title
1. The delivered goods remain our property until the complete fulfilment of all our present
2. and future claims against the customer, irrespective of the legal grounds on which they
may be based.
3. The customer shall ensure the safe and proper storage of the items in our possession
and insure them at his own expense against theft, fire and other damage to property.
4. The customer may only dispose of the items which are our property in the ordinary course
of his business, and in particular, if he is not paid in cash, only if he reserves the right of
ownership vis-à-vis his own customers and imposes the obligations contained in this section
(VII) on them in writing. We may at any time convince ourselves of the adherence to the
obligations assumed by the customer in Sect. VII, Paras. 2 and 3 and demand the necessary
proof from the customer.
5. The customer hereby assigns to us all receivables and claims against third parties arising
from contracts, disposals (especially from resale), seizures or other items in respect of legal
acts which are our property. If the customer‘s claims also relate to other objects or services,
only the partial amount of the claim which corresponds to the value of the object belonging
to us at the time of the legal act shall be assigned to us. The customer shall be entitled to
collect monetary claims within the framework of his usual course of business; however, he
may not dispose of them in any other way, in particular not assign them to third parties. If
only a partial amount of the claim has been assigned, the part of the claim not assigned to
us shall be repaid by payments of the third-party debtor to the customer. At our request,
the customer must notify the third party of the assignment in writing; we may at any time
demand information that is necessary for asserting our claims from the customer.
VIII. Warranty
1. The customer shall inspect the delivered goods immediately upon receipt and notify us in
writing of any defects and incompleteness within one week at the latest. Defects which could
not be detected during the inspection must be reported in writing immediately after discovery.
2. We shall be liable for defects in the goods delivered by us to the exclusion of further claims
as follows:
a) We shall, at our discretion, either repair or deliver all parts which, within six months of
the invoice date, are proven to be unusable or considerably impaired in their usability as a
result of circumstances prior to the transfer of risk - in particular due to faulty design, poor
construction materials or defective workmanship. The detection of such defects must be
reported to us in writing immediately after discovery. Spare parts shall become our property.
We shall also be entitled to deliver a new, defect-free item. We shall be obliged to do so if a
rectification of defects carried out by us fails. In the event of failure of rectification of defects
or defective replacement, the customer shall also have the right to demand a reduction of
the purchase price or rescission of the purchase contract at the latter’s discretion.
b) We shall not assume any liability for damages resulting from the following: Unsuitable
or improper use, faulty assembly or commissioning by the customer or third parties,
natural wear and tear, faulty or negligent handling, in particular excessive stress, unsuitable
operating materials, replacement materials, defective construction work, chemical
influences, unauthorised repairs to the delivery item carried out by the customer or third
parties.
c) The customer shall grant us the necessary time and opportunity to carry out all repairs
and replacement deliveries that we deem necessary. Otherwise, we shall be released from
any liability for defects. This exemption shall also apply if the customer or a third party has
made repairs or any changes to the delivery item without our prior written consent.
d) We may refuse to rectify defects as long as the customer does not fulfil his obligation to us.
3. Further claims of the customer against us, in particular such as a claim for compensation
for damages which have not occurred directly to the delivery item itself, does not exist,
irrespective of the contractual or legal liability situation from which such a claim could be
derived, unless we or our vicarious agents have intentionally or grossly negligently fulfilled
an obligation to pay damages.
The above exclusions of liability shall also apply to such claims which could be asserted
against us due to any faulty advice on the properties and usability of the delivery item.
Furthermore, the customer shall not be entitled to reimbursement of any expenses incurred
by him in connection with or on the occasion of the detection and rectification of defects in the
items delivered by us.
IX. Applicable law, invalidity of individual provisions
1. All agreements and legal acts concerning the delivered goods shall be governed
exclusively by German law, ousting the ECG and the UN Convention on Contracts for the
International Sale of Goods.
2. In the event of individual provisions being or becoming null and void, this shall not affect
the remaining provisions.
X. Place of fulfilment and jurisdiction
1. Place of fulfilment for our deliveries and for all payments shall be 53783 Eitorf, Germany.
2. Bonn shall be the exclusive place of jurisdiction for all legal disputes, including
proceedings relating to bills of exchange and cheques, insofar as an agreement on the place
of jurisdiction is permitted by law. However, we shall also be entitled to institute proceedings
against the customer at the latter‘s place of jurisdiction.