General Terms and Conditions of Sale
1. General
Our supplies and services vis-à-vis business entities are subject solely to the following general terms and conditions of sale and delivery. Any deviating, contradictory or supplementary terms and conditions of the customer will not be accepted.
2. Conclusion of the order, prices, payment
2.1. Our offers are non-binding and subject to confirmation. A contract shall only come into effect if we accept the order or confirm its acceptance of the offer.
2.2. The prices quoted in our offer are exclusive of freight, insurance, customs and VAT
2.3 All overdue invoices will be subject to interest at 2 % above current bank base rate compounded monthly.
3. Shipment, risk, part delivery
3.1. Shipment is ex-works at the cost and risk of the customer.
3.2. We are entitled to make part deliveries to the extent that can be reasonably accepted of the customer.
4. Goods supplied on consignment
4.1. We can request the customer at any time to return goods which we have supplied on consignment.
4.2. The customer is obliged to insure goods entrusted to them on consignment against the risk of fire, water and theft to the amount of our sales price.
5. Notification of defects, warranty
5.1. Obvious defects shall be reported to us in writing without undue delay, at the latest however within one week of delivery of the goods at the final destination.
5.2. If the complaint is justified, we shall repair or replace the goods at our discretion. If repair or substitute delivery fails, the customer may request the company to reduce the purchase price or withdraw from the contract.
5.3 Claims based on defects become statute-barred twelve months from the transfer of risk.
6. Compensation and reimbursement claims
6.1. Claims for compensation and reimbursement of expenses by the customer are excluded irrespective of their legal nature. Such restriction of liability shall not apply
a) if the cause of the damage is due to intent or gross negligence on the part of our statutory representatives or vicarious agents,
b) in the event of negligent infringement of essential contractual duties and in the event of a culpable breach of duty involving injury to life, bodily injury or injury to health,
c) if liability is given under the Product Liability Act. In the event of damage to property or pecuniary loss caused by simple negligence we shall only be liable to replace typical foreseeable damage.
6.2. Any exclusion or limitation of liability shall also cover the personal liability of our employees, representatives and vicarious agents.
7. Reservation of title
7.1. We reserve title in the goods delivered until we have received full payment of all claims in connection with the business relationship. This reservation shall also apply even if the purchase price for specific goods supplied by us has been paid. In the event of a current account, retention of title shall serve as security for amounts due to us. The foreign customer has to secure the retention of title as equally as possible according to local law and is obliged to inform us if cooperation is required for this.
7.2. The customer may only sell the goods under reservation of title in the ordinary course of business. Such reserved goods may not be pledged or transferred by way of security.
7.3. If the reserved goods are resold the customer shall assign the purchase price claim vis-à-vis the purchaser in the amount of the price invoiced including VAT to us as security.
7.4. By referring to our rights the customer shall object without undue delay to third parties gaining access (e.g. pledges or seizures) to the goods supplied under reservation of title or to the claims assigned to us. In addition, they shall inform us in writing without undue delay and provide us with any documentation necessary for intervention.
7.5. In the event of default in payment or other conduct in breach of the contract by the customer we are entitled to take possession of the reserved goods at the cost of the customer or to demand assignment of the claims for return by the customer vis-à-vis third parties without us withdrawing from the contract. The assertion of ownership rights shall not be deemed as withdrawal from the contract.
7.6. We shall release the securities to which we are entitled according to the above terms and conditions at our due discretion in as far as their realisable value exceeds the liabilities to be secured by 10% or more.
7.7. The application to open insolvency proceedings against the customer's assets entitles us to withdraw from the contract and to demand the immediate return of the reserved goods.
8. Data processing
All customer data is treated confidentially as a matter of principle. Information on the processing of personal data can be found in our privacy policy (also available under Privacy policy)
9. Place of performance, place of jurisdiction, applicable law
9.1. Our place of business shall be the company’s registered office of performance.
9.2. Place of jurisdiction shall be Stuttgart. We may also assert claims against the customer at its place of business.
9.3. The contractual relationship is subject to German law excluding the United Nations Convention on Contracts for the International Sale of Goods.
10. Severability Clause
Should a provision of these terms and conditions be or become invalid, the validity of the remaining provisions shall not be affected. In this case, the parties are obliged to replace the ineffective regulation with an effective one that comes as close as possible to the previous regulation in economic terms.