Conditions

General terms and conditions of delivery and payment

scope
1. All our deliveries, services and offers are made exclusively on the basis of these general terms and conditions of delivery and payment. These are part of all contracts that we have with our contractual partners (hereinafter also referred to as “customer”) about the ones we offer Close deliveries and services. They also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.
2. Terms and conditions of the customer or third parties do not apply, even if we do not separately contradict their validity in individual cases. Even if the customer refers to a letter that contains or refers to the terms and conditions of the customer or a third party, this does not constitute consent to the validity of those terms and conditions.
Offers and contract conclusion
1. All our offers are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. We can accept orders or commissions within 14 days of receipt.
2. A contract is only concluded with our written confirmation. The information in the orders and our confirmations, including our general terms and conditions of delivery and payment, are solely decisive for our legal relationships with the customers. Verbal promises made prior to the conclusion of this contract are not legally binding and verbal agreements between the contracting parties are replaced by the written contract, unless they expressly state that they will continue to apply.
3. Additions and changes to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing to be effective.
4. We reserve the ownership or copyrights to all offers and cost estimates made by us as well as drawings, illustrations, calculations, brochures, catalogs, models, tools (including those that have been paid for on a pro-rata basis) and other documents and aids. The customer may neither make these items accessible to third parties nor disclose them, nor use or reproduce them himself or through third parties without our express consent. At our request, the customer must return these items to us in full and destroy any copies made if they are no longer required by him in the normal course of business or if negotiations do not lead to the conclusion of a contract.
Prices
1. The prices apply to the scope of services and delivery listed in the order confirmations. The prices are in euros ex works and do not include any ancillary costs such as packaging, freight, insurance and statutory sales tax and, for export deliveries, do not include customs duties, fees and other public charges.
2. For orders up to a net value of € 130.00 we charge a small quantity surcharge of € 13.00 per delivery.
3. If the minimum size of an article is not met, we charge according to the effort. We also reserve the right to calculate the cost of custom-made products. We reserve the right to change prices up to the final execution of an order as well as excess or short deliveries of up to 10% of the order quantity for technical reasons.
Terms of payment
1. Invoice amounts are to be paid within 30 days of the invoice date without any deduction, unless otherwise agreed in writing. Notwithstanding this rule, the following applies: First orders are only carried out against prepayment. Contract work is payable immediately, strictly net.
2. If the customer does not pay by the due date, interest is charged on the outstanding amounts from the due date at 2% above the respective base rate pa; the assertion of higher interest and further damage in the event of default remains unaffected.
3. Offsetting against counterclaims by the customer or withholding payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.
4. We are entitled to only perform or provide outstanding deliveries or services against advance payment or security deposits if, after the conclusion of the contract, we become aware of circumstances which are likely to significantly reduce the creditworthiness of the customer and through which the payment of our outstanding claims by the customer from the respective contractual relationship (including from other individual orders to which the same framework contract applies) is at risk.
Deliveries and delivery times
1. Deliveries are made ex works. The dispatch takes place at the expense of the customer.
2. Deadlines and dates for deliveries and services promised by us are only approximate, unless a fixed period or a fixed date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
3. We are not liable for the impossibility of delivery or for delays in delivery, insofar as these are caused by force majeure or other events that were not foreseeable at the time of the conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in material or energy procurement, transport delays, strikes, legal lockouts, lack of workers , Energy or raw materials, difficulties in obtaining the necessary local permits, official measures or the lack of, incorrect or late delivery by suppliers) for which we are not responsible. If such events make our delivery or services significantly more difficult or impossible and the hindrance is not only of a temporary nature, we are entitled to withdraw from the contract. In the case of temporary obstacles, the delivery or service deadlines are extended or the delivery or service dates are postponed by the period of the hindrance plus a reasonable start-up period. If the customer cannot be expected to accept the deliveries or services as a result of the delay, he can withdraw from the contract by means of an immediate written declaration to us.
4. If we fall behind with a delivery or service or if a delivery or service becomes impossible for us, for whatever reason, our liability is limited to compensation in accordance with Section 8 of these general terms and conditions of delivery and payment.
Place of performance, dispatch, packaging, transfer of risk, acceptance
1. The place of performance for all obligations arising from the contractual relationship is Iserlohn, unless otherwise specified. If we also owe the installation, the place of performance is the place where the installation has to take place.
2. The dispatch takes place at the risk of the customer. The customer determines the choice of shipping method. If the customer does not make a choice, we cannot guarantee the most economical shipping method.
3. The packaging is basically disposable, which we do not take back.
4. The risk is transferred to the customer at the latest with the handover of the delivery item (whereby the beginning of the loading process is decisive) to the forwarding agent, carrier or other third party appointed to carry out the shipment. This also applies if partial deliveries are made or we have taken on other services (e.g. shipping or installation). If the dispatch or handover is delayed due to a circumstance, the cause of which lies with the purchaser, the risk is transferred to the purchaser from the day on which the delivery item is ready for dispatch and we have notified the purchaser of this.
5. The shipment will only be insured by us at the express request of the customer and at his own expense against theft, breakage, transport, fire and water damage or other insurable risks.
6. Incoterms 2000 also apply.
7. Insofar as an acceptance has to take place, the purchased item is deemed to have been accepted if
  
  - the delivery and, if we also owe the installation, the installation has been completed,
  
  - we have communicated this to the customer with reference to the acceptance fiction according to this section 6.7 and requested him to take delivery,
  
  - 12 working days have passed since delivery or installation or the customer has started using the purchased item and in this case 6 working days have passed since delivery or installation and
  
  - the customer has omitted the acceptance within this period for a reason other than a defect notified to us that makes the use of the purchased item impossible or significantly impairs it.
Warranty, material defects
1. The warranty period is one year from delivery or, if acceptance is required, from acceptance.
2. Delivered items are to be carefully examined immediately after delivery to the customer or to a third party appointed by him. They are deemed to be approved if we have not issued a written notice of defects with regard to obvious defects or other defects that were recognizable during an immediate, careful examination, within 10 working days after delivery of the delivery item or otherwise within 10 working days after the defect was discovered or at any earlier point in time, in which the defect was recognizable for the customer with normal use of the delivery item without closer examination, has been received. At our request, the rejected delivery item is to be returned to us carriage paid. If the complaint is justified, we will reimburse the costs of the cheapest shipping route; this does not apply if the costs increase because the delivery item is located at a location other than the location of its intended use.
3. In the event of material defects in the delivered item, we are initially obliged and entitled to either repair or replacement, at our option. In the event of failure, ie impossibility, unreasonableness, refusal or unreasonable delay in subsequent improvement or replacement delivery, the customer can withdraw from the contract or reduce the purchase price appropriately.
4. If the customer does not return the object of delivery complained about, does not follow instructions given by us or resulting from the recognized rules of technology for the treatment or processing of products or changes to the products, the warranty does not apply.
5. If a defect is due to our fault, the customer can demand compensation for damages under the conditions specified in Section 8.
6. Damages resulting from normal wear and tear and improper handling or repair are excluded from the guarantee.
7. The written or oral information about the suitability and possible uses of our products is given to the best of our knowledge. However, they only represent our empirical values, which are not considered to be guaranteed. Rather, the purchaser has to check the suitability of the products for the intended use for himself.
Compensation for fault
1. Our liability for damages, regardless of the legal reason, in particular for impossibility, delay, defective or incorrect delivery, breach of contract or breach of obligations in contract negotiations and tort, is limited in accordance with this section 8, insofar as it is a fault in each case.
2. We are not liable in the case of simple negligence on the part of our organs, legal representatives, employees or other vicarious agents, unless it is a breach of essential contractual obligations. Essential to the contract are the obligations to timely delivery and installation of the delivery item free of significant defects as well as advice protection and duty of care, which are intended to enable the customer to use the delivery item in accordance with the contract or to protect the life and limb of the customer's staff or the protection of his property aim to cause considerable damage.
3. Insofar as we are fundamentally liable for damages in accordance with Section 8.2, this liability is limited to damages that we foresaw as possible consequences of a breach of contract when the contract was concluded or that we should have foreseen had we exercised due diligence. Indirect damage and consequential damage resulting from defects in the delivery item are also only eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.
4. The above exclusions of liability and restrictions apply to the same extent in favor of our organs, legal representatives, employees and other vicarious agents.
5. The limitations of this section 8 do not apply to our liability for willful behavior, for guaranteed characteristics, for injury to life, limb or health or according to the product liability law.
Retention of title
1. Delivered goods remain our property (reserved goods) until all existing and future claims from the business relationship with the customer have been fulfilled, regardless of the legal reason. The retention of title remains in effect even if individual claims are included in a current invoice and the balance has been drawn or recognized (current account reservation). In the case of several business transactions, the retention of title remains in effect even if a delivery has been paid for, but there is still an open balance from other deliveries (extended retention of title).
2. As long as the customer fulfills his obligations to us and is not in default, he is entitled to resell the goods subject to retention of title in the ordinary course of business and subject to retention of title, provided that the claims according to Section 9.6 are transferred to us.
3. The treatment and processing of the reserved goods is free of charge for us as the manufacturer (§ 950 BGB), without us being obliged to do so. The processed goods are deemed to be reserved goods within the meaning of Section 1.
4. If the goods subject to retention of title are combined, inseparably mixed or mixed with other goods that do not belong to the customer (§§ 947 Paragraph 1, 948 BGB), we acquire co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title (final invoice amount including sales tax) at the invoice value of the other goods used. If the customer acquires sole ownership of goods delivered by us by combining, mixing or blending (§ 947 Paragraph 2, 948 BGB), he already transfers co-ownership to us based on the ratio of the value of the goods subject to retention of title (final invoice amount including sales tax) to the value of the other goods at the time of combining, mixing or blending. Any co-ownership rights arising from this are deemed to be reserved goods within the meaning of Section 1. The purchaser shall keep the sole or co-ownership thus created for us free of charge.
5. If we lose our reserved property (§ 946 BGB) by connecting the purchased item with a piece of property, the customer assigns us the claims that arise against a third party to secure our claims against him.
6. The purchaser's claims from the resale of the goods subject to retention of title are already assigned to us in the amount of the value of the delivery (final invoice amount including sales tax). We accept this assignment. If assigned claims have been included in a current invoice, the agreed assignment also applies to all claims from the current account relationship (current account reservation). In the case of the sale of goods in which we have co-ownership in accordance with Section 9.4, the assignment of the claim applies in the amount of the value of the co-ownership share.
7. The customer is authorized by us to collect the claims assigned to us from the resale in the course of normal business transactions. Upon request, he must inform us immediately and in full of the amount of these claims and the names of his customers. He undertakes to hold the collected payments from the resale to third parties in trust for us and to transfer them to us. The right to payment of the proceeds from the resale to the responsible bank is assigned to us in advance as a precaution.
8. Extraordinary dispositions such as pledging, assignment by way of security and any assignment are not permitted. Access by third parties to the reserved goods or assigned claims, in particular seizures, must be reported to us immediately. This also applies to impairments of any other kind. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss incurred by us.
9. If the customer acts contrary to the contract, in particular in the event of default in payment, or if we become aware of circumstances after the respective contract has been concluded which, in our opinion, are likely to reduce the customer's creditworthiness, the customer may no longer dispose of the goods subject to retention of title. In these cases we are entitled to only carry out outstanding deliveries against advance payment or provision of security, to withdraw from the contract and to demand the surrender of the reserved goods or the transfer of indirect ownership of them at the expense of the customer. The authorization to collect in accordance with Section 9.7 expires. The statutory provisions on setting deadlines and their dispensability remain unaffected.
10. We shall release securities granted to us by the purchaser at our own discretion, provided that the realizable value of the existing securities exceeds the secured claims by more than 10 percent in total.
Final provisions
1. The place of jurisdiction for any disputes arising from the business relationship between us and the customer is, at our option, Iserlohn or the customer’s seat. Iserlohn is the exclusive place of jurisdiction for lawsuits against us. Mandatory legal provisions on exclusive places of jurisdiction remain unaffected by this regulation.
2. The relationship between us and the customer is exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.
3. Insofar as the contract or these General Terms and Conditions of Delivery and Payment contain gaps, those legally effective provisions shall be deemed to have been agreed to fill these gaps, which the contractual partners would have agreed according to the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery and Payment, if they had filled the gap would have known.