 |
 |
 |
 |
 |
 |
 |
CONDITIONS OF SALE AND DELIVERY
Translation: the original version in German of these conditions takes precedence over any translations thereof
1. General and contract conclusion
a) all agreements and offers are based on our conditions; they apply as accepted through placement of order or acceptance of the supply. Deviating conditions of the customer, which we do not accept expressly in writing, are noncommittal for us, even if we do not contradict explicitly.
b) For the scope of supply our confirmation of order is determining. Verbal, telephonically, telegraphic and telefaxed special agreements and additional contract modifications have validity only if they are confirmed in writing by us. The same applies to assured properties of the supplied article. All data in our designs, illustrations, measurement tables, weight tables etc. are - so far not explicitly confirmed by us - only approximate values. The documents belonging to the offers remain our property, are subordinate to our copyright and may not be made accessible to third parties or only with our written approval.
c) The order acceptance by us takes place in writing. If we should deviate slightly in our order confirmation in relation to the order of the customer, then our order confirmation is obligatory, if within eight days - in urgent cases by telephone call, telegram or telefax - one does not contradict to these. Hereunder applies the principle that a wrong transmission always goes debited to the customer, and will not be borne by us.
d) Place of delivery for all obligations developing from the contractual relation is Nuremberg Germany. Area of jurisdiction for all from the contractual relation as well as law cases rising over its developing and its effectiveness is Nuremberg; after our choice also seat of the customer (with foreign contracts: also court of the capital of the country, in which the customer has his seat). The contractual relation is always subject to the German material right under exclusion of international purchase rights.
e) All written or oral offers are, unless no other agreements are made or confirmed by us, not binding.
2. Prices
The prices are in Euro. The prices apply, if not explicitly differently agreed, purely net ex works including loading, excluding packing, freight, insurance, assembly and other additional expenses. All increase of freight and tariffs, value added tax, material prices and wages are for the account of the customer. With supplementary orders the prices are newly agreed upon.
3. Delivery time
The delivery time is specified after best discretion and is therefore to be understood as approximately, excluding explicitly firm designated agreements. The time for delivery starts only from the time, in which written agreement exists over the final supply and all questions necessary for the trouble-free execution of the order are clarified. The time for delivery does not begin before the time that all documents are made available to us, the necessary official and private explanations, permissions and releases etc. are available and the customer has fulfilled the agreed payments and other obligations.
The delivery time is considered as firm, if the shipment has left our works within the agreed delivery time. If the delivery is delayed for reasons not attributable to us, then the time for delivery is considered as firm with the message that goods are ready for dispatch within the agreed delivery time.
The time for delivery extends - also within a delivery delay appropriate at occurrence of foreseen events, which we could reasonably not prevent despite the circumstances of the case – equally to events in our work or at possible subcontractors - for example operational disturbances, wasting of an important working part, delays in the delivery of substantial raw materials and delivery parts, strike, lockout, mobilization, war and riot as well as in delay of the customer from this or another contract.
At later changes of the contract, which can affect the delivery time, the delivery time extends, unless special agreements concerning this can be made, to appropriate extent.
Consequential loss or damage because of late supply with negligent behaviour by us or our personnel are explicitly excluded.
In any case we are responsible for such damage only up to the invoice amount excluding V.A.T., whose cause and extent could have been foreseen by us. Partial deliveries are permissible. For special and customer specific products a withdrawal is not possible.
4. Terms of payment
Our invoices are payable within eight days from invoice date with 2% discount or within 30 days net. Repair and spare part invoices are immediately payable without any deduction. The retention of payment due to whatever unrecognized or legally invalid counterclaims of the customer is just as inadmissible as the set-off with such counterclaims.
Cheques and discountable changes are accepted only after special agreement and only when all additional collection and discount charges are paid. When payment is received after the due date, interests according the usual bank interest on debit balances plus 2% as well as all arising additional fees or other costs can be charged.
With call-off orders we are entitled make our invoices payable at readiness for dispatch. With call-off delays, starting 14 days after announcement of readiness for dispatch, the additional charges for storage, care and shifting of the commodities can be charged.
With payments by instalments which were accepted by us the entire remainder becomes immediately due, if the customer with a due payment is over 10 days in delay or in his financial circumstances nature-due, if the customer with a due payment is over 10 days in delay or substantial degradations in his financial circumstances occurs.
In addition we are entitled to reject all pending supplies subject to payment, or to insist on acceptance and/or if necessary validate claims for damages in accordance with the condition of the previous paragraph.
5. Transfer of risk
The risk is passed-on to the customer, even if freight-free delivery was agreed:
a) At delivery of the supplies by us or one of our assigned transporters, however latest at leaving of our works or warehouse. The packing takes place with best care. The dispatch takes place after best discretion of the supplier. On request and for the account of the customer the delivery is insured by the supplier against breakage, transportation- and fire damage.
b) If the dispatch, the delivery or the acceptance are delayed for reasons, which are not attributable to us, then the risk is transferred to the customer on the day of readiness for dispatch; however we are prepared to take out a desired insurance on request and for the account of the customer.
6. Receipt
Delivered articles are to be received by the customer, even if they show insignificant defects. Partial deliveries are permissible.
7. Guarantee
If a commodity is defective, is missing assured characteristics or will loose characteristics during the guarantee period due to production or material failures or will it become defective during the guarantee period due to production or material failures, then we will, under exclusion of further guarantee claims of the customer, according our choice supply a replacement or have the commodity reworked.
If this is not possible, the rework fails or is refused by us or unreasonably delayed, then the customer has the right to a replacement or reduction. Damage claims because of non-fulfilment or consequential damage are explicitly not accepted, except for mandatory liability because of guilt.
For consequential damages we only take responsibility, if the customer should be secured by the warranty against such consequential damages. In these cases we are liable only up to expectation interest, maximum up to 2-times the value of the supply, excluding value added tax.
Determination of all defects must be announced immediately - with recognized defects at the latest within 8 days after receipt of the commodities, with non-recognized defects immediately after determination - in writing.
Costs of the rework are for our account up to the value of the defective part, beyond that it is for the account of the customer.
Wear or damages, which are due to careless or unsuitable use, excessive load, unsuitable equipment, inadequate construction work, is excluded, as far as unknown to us at completion of contract and the use was expressly assured.
When improper changes or repairs are made by the customer or a third party, our liability for the consequences caused by this is waived.
For improvement work and spare pieces we are liable to the same amount as for the original delivered commodity, and only up to the expiration of the guarantee period of the original delivery commodity.
For sub supplied commodities our total liability is limited to passing on the liability claims, which we have against the supplier of these commodities.
Only if these were claimed without result, our liability according paragraph 1 is revived again.
In all cases only such damages, whose cause and extent were foreseeable for us, are replaced.
The guarantee claims expire 12 months after delivery.
8. Other claims for damages, resignation
Claims for damages from impossibility of the performance, delay, positive violation of contract, debts at completion contract or tortuous liability are excluded, unless, these are based on intent or gross negligence of us. Claims for damages are limited in each case to the value of the supply.
When the performance becomes impossible to us or the customer, then general rights of law apply under the following condition:
If the impossibility is due to our fault, then the customer is entitled to require compensation of damages. This is limited to half of the value of the supply, excluding value added tax, of the part of the supply or performance, which cannot be taken in useful service because of the impossibility.
The right of the customer to the resignation remains unaffected. If unexpected events in the sense of number 3 of the economic meaning or the contents of the supply or performance change substantiallyor considerably affect on our company, the contract will be changed proportionally.
As far as this is economically not justifiable, a right of resignation is entitled to us. If we want to make use from this right, then we will communicate this to the customer immediately after determination of significance, and also then, when even at first with this an extension of the delivery time was agreed upon.
In all cases only such damages, whose origin and extent were foreseeable for us, are replaced.
9. Right of ownership
The supplied commodity remains our full property until full payment, also the future developing demands, indifferently from whatever argument this developed, even if payments for particularly designated demands were made. With open invoices the reserved property applies as security of our demand for balance.
a) By machining and processing of the reserved commodities, the customer does not acquire the property of the new item in accordance with. § 950 BGB. The processing is performed by the customer for us, without resulting in any obligations to us. If the reserved commodities are processed, connected, mixed or integrated with other items not belonging to us, we acquire the property of the new item in relationship to the value of the reserved commodity to the other finished items.
b) The allowances of the customer from resale or rental of the reserved commodities are directly assigned to us and without consideration, if the reserved commodities are without or after processing, connection, mixture or integration and if they are resold to one or multiple customers.
These demands serve as protection only upto the value of the already sold reserved commodities.
In case that the reserved commodities are sold together with other items not belonging to us, with or without processing, the transfer of the demand for purchase price applies only to the amount of the reserved commodities , which is, together with other items, the subject of this contract.
Regardless of the transfer and our right to resignation, the customer is entitled for resignation in so far, when he fulfils his obligations to us and does not come into financial collapse.
On request the customer has to give us the details necessary for the resignation of the resigned demands, and communicate the resignation to the debtors.
The customer has to inform us immediately about the execution measures of third parties in the reserved commodities or the in advance resigned demands, by handing over the documents necessary for an intervention. The customer bears the cost of our intervention.
c) The customer has the obligation to keep the commodities in proper condition during the duration of the right of ownership and will directly have the necessary repairs - apart from emergencies – performed by us or by one of our recognized repair workshop at own expense.
10. Transfer of the contract
The transfer of demands on us to third parties is impossible, if we do not agree in writing.
 |
||||||
 |
 |
 |
 |
 |
 |
 |
 |
 |
 |
||||
