Shipment and payment conditions
The following shipment and payment conditions are valid for all our quotations and shipments, without specifically referring to them. General terms of the customer or third parties are not valid and need not to be disagreed specifically.
1. Quotation and conclusion of contract
Our quotations are subject to confirmation and noncommittal. In any case the contract is only effective after confirmation. Additional agreements, consent of our representatives as well as modifications or endorsements of delivered confirmations of orders, of these terms, and of already settled contracts are legally effective only, if they are confirmed by us in written form. A correction of proven errors in quotations, confirmations and invoices must be accepted. For all documents belonging to our quotations, e.g. drawings, samples, and brochures we reserve the proprietorship and the copyright. The documents must not be presented to third parties or competitors. Conditions of earlier shipments are not binding for repeat order placements
Shipment dates and services are binding only if they are explicitly confirmed by us in a written form. The delivery time begins with dispatching the confirmation of order, but not before submission of documents provided by the buyer. Delivery time is met when the shipment has left the manufacturer or the disposition for shipment has been announced until its expiry. Delivery time is appropriately prolonged in cases of industrial conflict, i.e. strike and lockout as well as under conditions of unpredictable impediments which are outside of our influence, as long as such impediments have a significant proven impact on the production or delivery of the shipment. This is also valid for such conditions coming up at our subcontractor. The afore mentioned conditions are also not within our responsibility when they develop during an already existing delay. Start and end of such impediments will be reported as soon as possible to the buyer. If we get into a delay of shipments or services, the buyer allows us an appropriate extension of time with the explicit statement that he will disagree to accept the service after expiry of the extended time. If the extended time is not met, the buyer may withdraw from his order. Partial delivery is acceptable.
3. Transport damage
Each shipment is insured against transport damage. Eventual transport damages must be reported without undue delay immediately before acceptance of the shipment on a mail or train report form. This report must be submitted to us immediately to assert a claim against the insurance company.
Our prices and offers are quoted in Euro and payable in Euro. The basis for issuing an invoice is the price list valid for the day of order. Sales tax is not included in the prices but will we add. The amount invoiced is to be paid postage free and free of costs as follows: Within 7 days from the date of invoice less 2% discount, within 21 days net during goods delivery. Within 10 days net with repair and services. Our claims become due on the date of issuing the invoice. Cash discount deduction will only be allowed if all payment obligations of earlier shipments have been settled completely. Retention of payments or summation of possible counterclaims of the buyer, denied by us and not legally binding, are not allowed. We explicitly reserve the right of acceptance of bills of exchange. Bills of exchange and cheques are only accepted for payment and after previous agreement, free of discount and cost. They are not valid as payment before complete encashment. If the payment period is exceeded, the following as per § 288 BGB is valid: Interest is payable on a money debt during the period of default. The rate of default interest is in the case of legal transactions to which a consumer is not a party 8% per annum above the basic interest rate. The obligee may claim higher interest on a different legal basis. The right to claim additional loss is not excluded. Collection expenses will be charged conditionally to the assertion of further damage caused by delay (excluding VAT)
5. Conditional sale
We reserve the right of conditional sale of the delivered goods/products until complete payment as well as fulfilment of all other bills outstanding with regards to the ordering business relationship. Conditional goods must not be given in mortgage, transferred as a precaution, or otherwise burdened with rights of third parties. Access of third parties must be reported immediately. The purchaser has the right of decree, i.e. divesting, of the goods within the range of duly business management. The purchaser assigns the claim to us. On request he must notify the recipient of the assignment and provides all documents for assertion of rights. The buyer must insure the goods against theft, breakage, fire, water, and other damage during the period of conditional sale; otherwise we are entitled to contract insurance at the cost of the buyer. If a transferred liability is justified for us due to the payment of the buyer, the conditional sale, including agreed special forms, and other securities agreed upon for the purpose of payment security, will not expire before encashment of the bill of exchange by the buyer as drawee. We commit ourselves to release the securities entitled to us as fast as its value exceeds the allowances to be ensured by more than 20%, as long as they are not yet settled.
6. Indemnity lump sum
If the buyer refuses to fulfil the contract, we are allowed to demand indemnity payment (lost sales and expenses) of 20% of the gross sales price, unless the buyer can proof that the damage is significantly lower.
7. Warranty/Notification of defects
We provide warranty for accuracy and claimed features. We reserve the rights of modifications of construction and/or production which don‘t impair functional efficiency and value of the goods. Such modifications don’t allow for a notification of defects. Notifications of defects must be submitted immediately, not later than 2 weeks after receipt of the goods. Defects which were not detected after thorough inspection within this period must be reported immediately, not later than 2 weeks after detection. If the delivered product shows defects which impair its value and/or functional efficiency more than marginally or is a claimed feature missing, the defect will be repaired within an appropriate time. We reserve the right to repair the defect parts or to replace them by new parts at our discretion. Warranty commences when the risk is transferred to the purchaser, it ends not later than 1 year after the goods have left our facilities. Multilayer use leads to a reduction of the warranty period. Further claims of the buyer, i.e. claim for indemnification, which do not concern the goods itself, are excluded.
Our liability is limited to the agreements in these terms. Claims for indemnification exceeding these agreements, i.e. claim for damages, as well as non-contractual acting or other rights due to possible drawbacks, and cannot be asserted by the buyer, independent of the legal ground the buyer refers to. This exclusion of liability is not valid in cases of intent, gross carelessness of the owner or senior employees, and culpable infringement of fundamental contract duties.In cases of culpable infringement of fundamental contract liabilities, excluding cases of intent and gross carelessness of the owner or senior employee, we are liable for the reasonably predictable damage, typical for the contract. The exclusion of liability is not valid in cases of personal or physical damage of privately used objects due to defects of the delivered goods according to the product liability law. This is as well valid for explicitly claimed missing features if the assurance had the intention to protect the buyer from damages which are not related to the delivered good itself.
9. Model changes
Figures in the brochure and price lists, e.g. dimensions and others, are approximate and noncommittal. Production revision is subject to change. We reserve the right of slight modifications, including colour. The purchaser cannot withdraw from the purchase or from demand discounts, or from indemnity.
10. Patent infringement
If the goods are produced and delivered according to special instructions (drawing, sample, or other specific details) of the buyer, the buyer has the responsibility that rights of third parties, i.e. patents, utility patents and other industrial property and copyrights are not infringed. The buyer must indemnify us from any claims of third parties, which result from such infringement.
11. Data protection
We use electronic data processing and for these purposes save personal and business-related data of our customers according to EU-DSGVO.
12. Export deliveries
Export deliveries generally take place according to the terms: payment against irrevocable letter of credit, domiciliated at VR Bank Westmünsterland e. G., provided that payments there of take place under presentation of documents required for traffic in the respective country. Cash per documents of granting of other payment terms is subject to individual agreements.
13. Place of execution and jurisdiction
Place of execution and jurisdiction – also for all negotiations regarding commissioned cheques or bills of exchange – is Dortmund (NRW, Germany). German law applies to the privity of contract between us and the buyer, even if the buyer‘s registered office is abroad.
Agreements deviating from the sales and payment conditions need to be in written form in any case. Should one of the terms be invalid due to special agreements or other reasons, the commitment to all other terms will not be changed.