General Terms and Conditions

 

1. Prices

Unless fixed prices are expressly agreed as such, the prices according to the price list on the day of delivery shall apply.

 

2. Delivery

Delivery shall be made ex works for the account and at the risk of the Purchaser, being subject to the possibility of delivery and partial deliveries. In principle, delivery shall be ex works Bad Oeynhausen, unless otherwise agreed. All confirmed delivery dates are only binding as approximate delivery dates. The supplier shall not be in default without a special reminder. Periods of grace must be at least 3 weeks. In the event of force majeure, as well as in the event of the occurrence of other circumstances which impede delivery and which could not have been foreseen or averted by us with the exercise of reasonable care, the agreed delivery period shall be extended by the time of the impediment. If the hindrance lasts longer than 6 weeks, both parties may withdraw from the contract.

 

Claims for damages due to delay or impossibility of performance for which we are responsible are limited to 5% of the invoice value of the delivery or service with which we are in default or which culpably becomes impossible for us. This limitation of liability shall not apply in cases of intent or gross negligence.

 

Colour variations due to the nature of the material and deviations in quantities of up to 10% upwards and downwards cannot be objected to. If the buyer is in arrears with his payments or if we become aware of circumstances which considerably impair his creditworthiness, we shall be entitled to make deliveries only against advance payment or the provision of initial securities. If these are not provided within a reasonable period of time, we may refuse performance of the contract and claim damages for non-performance.

 

The indication "as before" in orders always refers only to the articles, never to the price.

 

The delivery period shall commence at the earliest as soon as all details of the execution have been clarified and both parties have agreed on all terms and conditions of the transaction and shall refer to completion in the factory.

 

In the case of call-off orders, the supplier is entitled, after the expiry of 6 months from the date of the order confirmation, to demand acceptance of the quantities not yet called off and to invoice these, or to refuse delivery and to claim damages for non-performance, at his discretion, setting a 14-day period of grace.

 

3. Exclusivity

If the purchaser of an article manufactured exclusively for him does not place a follow-up order within one year after the last delivery, the supplier is entitled to deliver the article to a third party if the purchaser has been notified of this by registered letter against return receipt and the purchaser has not objected within two months after receipt.

 

If the Purchaser does not place a follow-up order within two years after the last delivery, the Supplier may deliver the article to third parties without further notice to the Purchaser. Insofar as delivery is made to third parties, the Purchaser shall be compensated by payment of an indemnity or royalties in respect of unamortised tooling costs, as agreed in more detail.

 

4. Retention of title

Until settlement of all claims existing against the Buyer at the time of delivery, including any refinancing and reverse bills of exchange, the Seller shall retain title to its deliveries of goods.

 

By processing these goods, the buyer does not acquire ownership of the wholly or partially manufactured goods; the processing is carried out free of charge exclusively for the seller. Should the retention of title nevertheless lapse due to any circumstances, the seller and the buyer agree already now that the ownership of the goods shall pass to the seller upon processing. The buyer shall remain their gratuitous custodian.

 

The buyer is entitled to resell the goods subject to retention of title or otherwise owned by the seller within the framework of a proper business. However, the buyer hereby assigns the purchase price claim from the resale of the goods subject to retention of title or processed goods to the seller. Until revoked, the Buyer may collect the assigned claims on behalf of the Seller.

 

Insofar as the Seller's total claims are secured by such assignments by more than 125%, the excess of the outstanding claims shall be released at the request of the Buyer at the Seller's discretion.

 

5. Tooling costs

Tooling costs is the pure cost price for the production and maintenance of the tools. Subsequent modifications shall be invoiced additionally. These costs shall be borne by the buyer in the proportions agreed when the order was placed, even if the article to be manufactured with the tool should not be produced.

 

Tool costs are not included in the unit price and will be invoiced separately. The tool costs are payable net cash after submission of release samples; a cash discount is not granted.

 

The tools are the exclusive property of the manufacturer/supplier unless otherwise agreed in writing in individual cases.

 

A surrender, even for inspection, cannot be demanded.

 

6. Terms of payment

The article prices shall be understood to be net immediately after date of invoice, unless otherwise agreed. In the case of later payments, the usual bank interest rates will be charged, subject to applicable law. Bills of exchange and cheques shall only be accepted on account of payment. Payment by bill of exchange requires prior agreement. Bills of exchange with a longer term than 90 days from the invoice date will not be accepted.

 

In case of payment by acceptance or customer's bill of exchange, the discount shall be borne by the buyer.

 

7. Warranty and liability for damages

The goods delivered by us must be inspected immediately in accordance with the inspection and complaint obligations for commercial transactions. Any defect must be reported to us in writing without delay. The warranty is excluded for obvious defects which have not been notified to us in writing within 8 days.

 

In the event of delivery of defective goods, we shall, at our discretion, either repair the defect or deliver a faultless replacement. If replacement deliveries or rectifications fail, the customer may demand a reduction in price or cancellation of the contract.

 

The supplier shall only be liable for faulty design or defective execution for which he is responsible. In the case of manufacture according to a customer's drawing, he shall only be liable for execution in accordance with the drawing. If the supplier is entrusted with the solution of design tasks, liability for defects can only be asserted if the supplier's product does not correspond to the general state of the art and if the supplier is responsible for this.

 

Claims for damages, for whatever legal reason, are excluded unless liability is mandatory by law in cases of intent or gross negligence or due to the absence of warranted characteristics. Claims for damages due to delay are subject to clause 2 as mentioned above.

 

8. Copyright

The supplier reserves the rights of physical and intellectual property of sketches, drafts, samples and other documents. They may not be made accessible to others without the supplier's approval and must be returned on request. The Purchaser shall be responsible for ensuring that the working drawings submitted by him do not infringe the industrial property rights of third parties.

 

The Supplier shall be entitled to claim damages if the Purchaser has articles developed by the Supplier produced by third parties and obtains them from such third parties.

 

9. Place of fulfilment and jurisdiction

The place of fulfilment for all services arising from the contract is Bad Oeynhausen. Insofar as the prerequisites for an agreement on the place of jurisdiction in accordance with § 38 of the German Civil Code (ZPG) exist, Bad Oeynhausen is agreed as the place of jurisdiction. The local court shall then have subject-matter jurisdiction regardless of the amount in dispute.