1. Terms and conditions
All contracts are subject to the law of the Federal Republic of Germany. The Uniform Law on the Formation of International Sales Contracts for Movable Goods (BGBl. 1973, Part I, p. 856) and the Uniform Law on the International Sale of Movable Goods (BGBl. 1973, Part I, p. 856) shall not apply.
2. Terms of contract:
2.1. The following terms and conditions are an integral part of the contract; all orders will be executed exclusively on these terms and conditions.
2.2. Other general terms and conditions that contradict our terms and conditions shall not become part of the contract, even if their use is not expressly contradicted. In particular, any terms and conditions of purchase of the customer which conflict with our terms and conditions shall not be binding on our part, even if the customer has based their orders on their terms and conditions and these have not been expressly contradicted by us. If you do not permit any deviations from your terms and conditions, our terms and conditions shall nevertheless apply unless you raise objections in writing within one week of receipt of the order confirmation. In particular, the unconditional delivery of goods, provision of services or acceptance of payments by us does not constitute recognition of deviating provisions.
2.3 All changes and amendments to the contract must be made in writing to be effective.
3.1 Our offers are subject to change without notice and are based on the specifications, in particular the documents provided to us, as they are to be understood objectively.
3.2 Points which are objectively not recognisable in the specifications and which lead to errors or objectively unforeseeable difficulties in processing entitle us to make price or delivery time changes to an appropriate and necessary extent. In serious cases, in which the objectively undetectable errors in the specifications would cause unreasonable additional expenditure, we shall be entitled to withdraw from the contract.
4. Placing of orders:
4.1 Orders are deemed to be accepted by us if we have confirmed them in writing or if delivery has taken place before a written order confirmation. Changes, amendments or the cancellation of a contract or these terms and conditions shall only become effective upon our written confirmation. If a minimum order value is agreed, this must be listed separately in the order confirmation.
4.2 Orders can only be revoked as long as they have not yet been accepted by us. The statutory withdrawal from the contract remains unaffected. We reserve the right to demand advance payments or the provision of a deposit in the amount of the invoice value of our service or delivery if circumstances subsequently arise or become known to us which endanger the payment of our claim.
4.3 Custom-made products, which are specially produced according to the customer’s specifications, cannot be taken back.
5.1 Our prices are in Euros without Value Added Tax. Our prices are generally ex works, excluding packaging, freight, postage, insurance and other shipping costs.
5.2 In the case of subcontracted work, the invoice shall be based on our price list valid at the time. Parts sent in for subcontracting must be delivered to us free of charge and without any costs for us. The calculation is based on the prices valid on the day the contract is concluded. If price changes occur between the placing of the order and completion of the order, due to general or specific cost increases affecting our field of activity, the prices valid on the day of delivery can be charged.
Packaging materials and packaging expenses shall be charged at cost price. Packaging material will not be taken back.
7. Delivery times and dates:
7.1 Delivery periods and dates are only approximate, but we will make every effort to meet them. However, they are only binding if they have been confirmed by us as binding.
7.2 If an agreed delivery date or a delivery date specified by us is exceeded, the customer shall grant us a reasonable period of grace.
7.3 If queries are necessary to complete an order or to process the parts, the delivery period is automatically extended by the time required to clarify the queries. If operational necessities have occurred during this time which make immediate reprocessing impossible, the resulting delay must be accepted by the customer. If incidents occur during processing which extend the processing time and which were not recognisable to us when the order was placed or before processing, the completion shall be extended by the time required. Additional costs incurred in the execution of the order (e.g. necessary partial deliveries etc.) shall be borne by the customer. Delivery periods begin with the delivery of the primary material.
7.4 Force majeure, strikes, traffic or operational disruptions of any kind, official decrees and other events over which we have no control and which make normal business operations impossible and lead to a reduction in production, closure of individual departments or closure of the entire company entitle us to postpone delivery obligations or to withdraw from the contract in whole or in part without the customer being able to assert claims for damages of any kind. The same applies if there is any other significant change in the circumstances existing at the time when the contract is concluded.
8. Delivery and shipping:
8.1 Delivery and shipping of the goods are ex works and at the expense and risk of the customer. In the absence of any written agreement to the contrary, we shall determine the means and route of transport at our own discretion, without being able to guarantee the cheapest mode of shipping. When commissioning transport companies, we shall only be liable for the proper selection. The risk is transferred to the customer when the goods are handed over to the transport company.
8.2 If it is agreed that the goods are to be collected by the customer, the risk shall pass to the customer three days after notification of readiness for shipping.
9. Terms of payment:
9.1 Unless otherwise agreed in writing, the following terms and conditions shall apply to
9.1.1. Delivery of goods:
2% cash discount for receipt of payment or crediting of account within 14 days, otherwise payment is due strictly net after 30 days; amounts under €25.00 are to be paid within 14 days without deduction. The periods mentioned shall commence with the date of invoice.
9.1.2. Contract work:
Payment net immediately after receipt of the invoice and the goods.
9.2. In the event of overdue payment, we shall charge interest on arrears at a rate of 5% above the base rate. In the case of legal transactions in which a consumer is not involved, the interest rate for remuneration claims is 8% above the base rate. Payment by bill of exchange is subject to special agreements. Bill discount charges and other costs shall be borne by the party giving the bill of exchange. Otherwise, cheques and bills of exchange are only accepted on account of performance.
9.3. In the event of suspension of payment, protest of a bill of exchange or other incidents which indicate payment difficulties, all our claims shall become due immediately, irrespective of the agreed payment period. Retention of payments or offsetting of counterclaims of any kind by the customer are excluded, unless they are not disputed by us or have been legally established.
Invoices, statements of account, especially balance confirmations as well as other settlements and payment reminders must be checked by the customer for their correctness and completeness. Objections must be made in writing within the payment period, at the latest 30 days after the invoice date. The omission of timely objections shall be deemed to be approval; legal claims in the case of justified objections shall remain unaffected even after expiry of the deadline. At the beginning of the payment period, we will expressly point out the obligation to examine and the cut-off period.
The customer may only offset against an undisputed or legally established claim. A customer who is a merchant within the meaning of the German Commercial Code (HGB) is not entitled to rights of retention or set-off. However, the rights according to Section 320 German Civil Code (BGB) shall remain in force as long as and to the extent that the contractor has not fulfilled their obligations according to Section VII, 3.
10. Retention of title:
Sold goods remain our property until all claims from the business relationship have been settled. If the goods are treated or processed by the purchaser, our retention of title extends to the entire new item. In the event of processing, combining or mixing with third-party goods, we shall acquire co-ownership at a fraction corresponding to the ratio of the value of our goods to the other goods used by the customer at the time of processing, combining or mixing. The same shall apply if we work on parts handed over to us for contract work, process them or combine or mix them with other items. The customer is entitled to resell the goods co-owned by us or subject to retention of title within the framework of orderly business operations. If the customer in turn sells these goods without receiving the full purchase price, they must agree retention of title with their customers in accordance with these conditions. The customer hereby assigns to us by way of security their claims arising from this resale and the rights arising from the retention of title agreed by them. At our request, they shall be obliged to notify the purchasers of the assignment and to provide us with the information and documents necessary to assert our rights against the purchasers.
11. Warranty; liability for consequential damages:
We shall be liable for tools or processed or finished parts which are delivered by us or are rightly objected to as follows:
Rejected parts must be presented to us for inspection or testing in the condition in which they were delivered. If processing or changes are made without our knowledge and without our consent, we shall not be liable. The exclusion of liability is invalid. If the quality of our performance is rightfully objected to, we shall, at our discretion, exchange it, reorder it within a reasonable period of time or take it back against reimbursement of the whole or partial payment. If the rectification of defects fails or the replacement delivery is again defective, the customer has the right to demand a reduction of the remuneration or cancellation of the contract at their discretion. In the event of delay in performance or impossibility of performance for which we are responsible, our liability shall be limited to the invoice value of the service which was not provided or not provided in time. This applies accordingly in the case of Section 635 BGB. In the event of positive breach of contract (e.g. bad delivery etc.), breach of pre-contractual obligations and tort, we shall only be liable in the event of gross negligence on the part of our management and senior staff.
The customer shall provide us, free of charge, with the technical drawings and calculations necessary for the offer and execution of the order. The technical drawings, calculations and expert opinions produced by us or by third parties on our behalf remain our property even if they are sent to the customer.
The customer shall be solely liable if rights, in particular copyrights, of third parties are infringed by the execution of their order. The customer shall indemnify us against all claims of third parties arising from such an infringement of rights.
13. Place of performance and jurisdiction:
13.1. The place of performance for performance and consideration is Harthausen, insofar as our contractual partners are merchants, legal entities under public law or special funds under public law.
13.2. The place of jurisdiction for all disputes arising from the contractual relationship is Speyer, insofar as our contractual partners are merchants, legal entities under public law or special funds under public law.
14. Invalidity of individual provisions:
Should individual provisions of these terms and conditions be legally ineffective in whole or in part, the effectiveness of the remaining provisions shall remain unaffected. In place of the ineffective conditions, the legal provisions shall then apply.