The following terms of delivery and payment form an integral part of all business relations. They shall apply to all future business relations, even if they are not expressly agreed again. Verbal agreements are only valid through our written confirmation. The invalidity of individual provisions shall not affect the effectiveness of the other provisions. Counter-confirmations by the customer with reference to his business or purchasing conditions are hereby contradicted.
Our offers and all parts of their content and their documents are free and non-binding, in particular the information, illustrations, measurements and weights contained in brochures, catalogues, newsletters, advertisements, price lists, etc.
The prices stated in our order confirmation apply, plus the statutory VAT, ex works excluding packaging and insurance. Deliveries with a net value below EUR 55.00 will not be discounted. In the case of spare parts sales, we are entitled to send the goods with a net value of goods up to EUR 385.00 by cash on delivery.
The shipping method is determined by the factory. Any deviating regulations shall only apply if they have been confirmed by us in writing. The risk passes to the customer as soon as the delivery has been handed over to the person performing the transport or has left the factory for dispatch.
5. Delivery time
Delivery periods and deadlines are only approximate, unless we have expressly made a written commitment as binding. Delivery periods begin with the receipt of the order confirmation, but not before the purchaser has fulfilled any advance payments, as well as all technical and other details of the execution, and both parts agree on all conditions of the transaction.
6. Payment and invoicing
Unless agreed otherwise or in our invoices, the purchase price is due immediately after delivery without cash discount and is payable in such a way that we can dispose of the amount on the due date. Cash discount is granted on condition that all previous invoices are paid in full. We are entitled, despite the differing provisions of the purchaser, to first make payments to his older debts and to inform the purchaser of the nature of the offsetting. If costs and interest have already been incurred, we are entitled to charge the payment first on the costs, then on the interest and lastly on the main debt. All claims against the purchaser shall be due immediately if the terms of payment are not observed or if circumstances become known to us which, according to our commercial discretion, are suitable to reduce the creditworthiness of the customer. We are then also entitled, without prejudice to further legal rights, to carry out outstanding deliveries only against collateral or to withdraw from the contract after an appropriate period of grace or to demand compensation for non-performance. We are entitled to offset our claims against possible claims of the customer, irrespective of the legal basis, even if the mutual claims are due differently. Checks and discounted bills of exchange will only be accepted for the sake of fulfillment, if expressly agreed. If we accept them, the guilt is repaid by redemption. Discount, protest and entry fees shall be borne by the purchaser. The retention of title for reserved goods shall only expire upon final payment on the check or bill of exchange in accordance with the more detailed provisions on the retention of title in these terms and conditions. If payments are deferred or made later than agreed upon, we are entitled to charge interest from the maturity of our claims in the amount of the bank interest which we would have to pay for the use of current bank overdraft facilities. No special notice of default is required. We reserve the right to assert further claims for delay. Delivery to us unknown companies is only against pre-payment of the amount or under cash on delivery as value-sending. The deterioration of the customer’s ability to pay or the non-compliance of the agreed payment terms, entitle us to demand immediate payment of the entire remaining debt.
7. Reservation of proprietary rights
Goods shall remain our property (reserved goods) until fulfillment of all claims, irrespective of the legal basis, including the future arising or conditional claims, also from simultaneous or later contracts. This also applies if individual or all claims are included in a current account and the balance is drawn and recognised. The assertion of the reservation of title does not constitute a withdrawal from the contract. If our goods are combined or inseparably mixed by the customer with other items, we shall be deemed to have agreed that the customer shall transfer ownership to us on a pro rata basis, insofar as the goods belong to him. The customer shall keep the goods free of charge for us. The purchaser may only sell the reserved goods in normal business at his normal business conditions, provided that he has agreed with his clients a retention of title and that the receivables from the resale are passed on to us. The customer’s claims arising from the resale of reserved goods are already assigned to us. The purchaser is entitled to collect claims from the resale itself. If he does not properly fulfill his contractual obligations, we are entitled to revoke them. The purchaser is not entitled to assign these claims. At our request, he is obligated to inform his clients of the assignment to us and to provide us with the information and documents required to assert the claim. If the delivery item is resold together with other goods which do not belong to us, the customer’s claim against the purchaser shall be deemed to be assigned to the customer in the amount of the delivery price agreed between us and the purchaser. The purchaser must notify us immediately of any access by third parties to the reserved goods or to the assigned claims. The right of ownership shall also be valid against the freight forwarder, to whom the goods have been delivered at the request of the customer or at our request. The retention of title is conditional upon the full settlement of all claims for which we are entitled to the property of the products delivered to the buyer and the assigned claims are due to the buyer. If the value of the securities to which we are entitled exceeds the total claim against the purchaser by more than 20%, we shall be obliged to release collateral at our discretion if the purchaser so requests. The right of the customer to own the reserved goods expires if he fails to fulfill his obligation under this or any other contract. We are then entitled without any suspension or withdrawal notice to enter the customer’s premises and to take possession of the reserved goods ourselves, without prejudice to the payment and other obligations of the purchaser to us, to make the best use of the reserved goods by means of a direct sale or at our discretion by means of a sale at auction. The proceeds from the sale will be charged to the customer after deducting the costs from his liabilities. A possible surplus is paid to him. In the case of foreign transactions, we reserve the right of ownership of the delivered goods until the final payment of the purchase price according to the respective legal regulations of the country of destination. This retention of title shall be deemed expressly agreed upon between us and the purchaser. Insofar as the country of destination permits other security rights instead of the retention of title, these are expressly agreed.
8. Warranty and complaint
The purchaser is obliged to check the goods immediately upon receipt and to make within 8 days after receipt a written complaint by specifying these defects. The warranty claims against us are limited to rectification or replacement by our company. In case of failure of the repair or replacement delivery, the reduction of the remuneration or the withdrawal from the contract shall be reserved. Further warranty claims are excluded. Any repairs carried out without prior written specification and agreement by us will not be recognized or remunerated. A warranty of 12 months is given on all our products. The warranty does not cover damage caused by faulty connections, negligent handling or incorrect operation.
9. General limitation of liability
Any claims not expressly granted in these terms and conditions, in particular claims for damages arising from impossibility, delay, breach of contractual obligations, fault at the time of conclusion of the contract, tortious action, insofar as such claims are in connection with warranty claims by the purchaser shall be excluded. This does not apply if the claims are based on an intentional or grossly negligent breach of contract by us or one of our vicarious agents. In the event of violation of cardinal obligations, liability for simple or slight negligence is not excluded.
10. Place of Performance and Jurisdiction
The place of performance for our deliveries is Salzbergen. In the case of all disputes arising – including in the case of complaints arising out of checks and bills of exchange – the District Court of Osnabrück, irrespective of the value of the dispute, is applicable, as far as these terms of business are applicable to merchants or the requirements of § 38 ZPO. In the case of foreign transactions, however, we have the right to bring an action before the court of jurisdiction for the place of business of the customer. The law of the Federal Republic of Germany applies between the Contracting Parties. The provisions of the Hague Convention on the Procurement of Purchases are excluded.