General terms and conditions

Delivery and payment conditions

1. General

Only the following conditions exclusively apply for our deliveries. We hereby adamantly reject conditions of other parties, even if we are informed of them later. The following conditions and the content of the offer or respectively the confirmation of order, apply at the very latest through acceptance of the delivery. Telegraphic, telephonic or verbal declarations which are not confirmed in writing by us are not legally binding. All offers are subject to prior sale.

2. Prices

Our offers are subject to change without notice. The prices are ex-Neckarsulm except for packing, freight, postage and insurance. The invoice is based on the valid prices on the day of delivery. If the buyer refutes an increase in prices after the quotation had been made, we are entitled to withdraw from the contract. The buyer is not entitled to compensation for any damage thereby incurred.

3. Delivery

The delivery time begins with the day of the order confirmation. We make an effort to maintain delivery times as far as possible, however these are non-binding and only approximate. If the delivery time is not met, the customer has no right to any compensation for damage incurred, or the placement of a covering purchase or of withdrawal from the contract.

Events caused by force majeure entitle us to postpone the delivery for the duration of the encumbrance incurred and to extend the delivery time for a further appropriate period of time or even to withdraw from the contract in so far as it has not already been completed.

All events caused by force majeure especially through strikes, or through the delays of our suppliers in delivering, or their even inability to deliver, or through exceptional circumstances that make it difficult for us to deliver or even impossible to deliver, do not impede our rights. In so far as judicial agreements are not here infringed upon, they may only be brought into consideration after a suitable respite has elapsed.

Delivery is always direct from warehouse or ex-works. Part-delivery is permissible for all parts. Each part-delivery is considered a special transaction and does not have any influence on the uncompleted part of the order.

4. Dispatch and passing of risk

From the time of dispatch, all liabilities are transferred to the customer. The dispatch transaction is always part of the invoice, even if a freight free delivery has been agreed upon. To the best of our ability and without any incurring liabilities we decide on the packing, insurance and means of transport for dispatch to the customer thereby invoicing the account of the customer. If dispatch or delivery is delayed by the customer, then the actual time of readiness for dispatch applies as the valid time and from this time all risk is to be born by the customer.

5. Delay in accepting the goods

If the customer does not accept the delivery within 14 days of the official date of readiness for dispatch, they fall into default of acceptance. We are entitled to withdraw from the contract within a deadline of 14 days or to claim compensation for damages for non-fulfilment to the amount of 20% of the purchase price. The right to claim a greater sum for damages caused remains valid.

6. Method of payment

We retain the right to deliver by cash on delivery or on account with payment date 30 days net. The acceptance of bill of exchanges or cheques depends on their creditworthiness and does not include any extension of payment. The costs for discounting and booking the transaction are to be born by the customer. The valid day of payment is that day on which we have access to the amount of money transacted. Repayment of the transaction or off-setting an amount because of a claim by the customer regardless of any legal reasons is not possible.

Deferred or later payments are subject to enforceability of further claims for damage. Interest can be charged at 2 % over the respective German Federal Bank rate, without the need for a notice of default. With delayed payments, cost arising thereof and incurred interest will be charged. This remaining surplus serves to pay off the main debt. Before outstanding payments for invoices and the damage incurred from delayed payment have been settled, we are not obliged to dispatch any further deliveries of any current contracts. If the customer is delayed in accepting delivery or in making payment, then we are entitled to demand the entire payment for all purchases under contact or we are entitled to demand satisfactory security of payment. If our demands are not met, then under judicial legitimacy of our claims for compensation for utilisation, we may withdraw from the contract. These rights are valid for us even if we hear before or after the delivery that the financial standing of the customer is poor.

7. Reservation of proprietary rights

Our delivered goods remain our property until complete payment has been made by the customer. Even if the purchase prices for specially earmarked deliveries have been paid. The customer is not allowed access to the withheld goods such as forfeited goods, confiscated goods awaiting payment. In the event of outstanding invoices, the withheld goods serve as a security for our balance of payment request. The customer is obliged to inform us immediately of any confiscation or any impairment to the goods by a third party. Owing to our right for the retention of the title of ownership, the customer acknowledges that we are the indirect owner of the goods.

If the value of current credit security exceeds our demands by more than 20%, we would on the insistence of the customer be willing to release securities of our choice accordingly.

The customer is only entitled to resell the withheld goods with the proviso that the ensuing purchase price payment attained from the resell are handed over to us. The right to these payment demands are passed over to us immediately, regardless whether the withheld goods are sold in the same state or in a different state, to another or several other buyers. The customer is obliged to immediately transfer the payment received from the user on to us in the amount of the invoice outstanding. Permission to resell or to process the goods can be cancelled by us if payment is not made in the agreed upon time or for other important reasons. The customer is entitled to collect the amount of money owed to him from the resale until this permission is withdrawn. At our request the customer is obliged to supply us with all the details relating to the specific demands for payment, especially a list of the debtors with their names and addresses, the amount of money outstanding and the date of the invoice. If the payment conditions appertaining to the customer are not fulfilled by them, we are entitled to seize the withheld goods at any time and at the cost of the customer without the need for an issue of a court order. In this case the customer has no right of possession. The customer is to irrevocably allow us or those delegated by us to verify the whereabouts of the withheld goods by entering onto his premises on which the goods are to be found.

8. Execution

We reserve the right to supply deliveries with an excess or an insufficiency as well as the entire amount or individual parts to the amount of 10%. With specially made products we retain the right to supply an excess or an insufficiency of deliveries up to 20% and still retain the initial price agreed upon. Measurement, weight and performance specifications remain only approximate and are non-binding.

9. Guarantee

The goods are to be inspected without delay after they have reached their place of destination. This also applies to samples. They are to be inspected by an appropriate commercial clerk. The delivery is considered to be approved if a written notice of defect is not received by us within 8 days of the aforesaid delivery. Hidden defects can only be reprimanded to us in written form within 3 months of the aforesaid delivery. All claims become non valid at the latest 3 months after repudiation by us. Alteration of the contract, reduction of the price or the return to us of defect items out of goods supplied by us can only be done with our permission and then only if our respective suppliers accept liability for the complaints. Complaints of defects do not release the customer from his payment obligation. Immediate or delayed damage caused by defects will not be compensated.

10. Copyright and samples

Our designs, samples and models remain our property and may not be copied or reproduced or made accessible to third parties or competitors. Despite customer’s participation in costs, the tools and equipment remain our property.

11. Court of jurisdiction and execution of proceedings

The place of the execution of proceedings for all claims relating to the contract of agreement for both parties is Neckarsulm. The court of jurisdiction for both parties is Heilbronn. This applies for all rights and obligations arising out of bill of exchanges and cheques and for those who are liable for the obligations of the customer. In so far as the judicial agreement proves to be ineffective, it nevertheless is valid for the judicial dunning procedure. German law applies, foreign law is excluded.

12. Part ineffectiveness

Any flaws of individual prerequisites do not affect the effectiveness of the contract and the remaining conditions. Interpretation of the contract and its perquisites rests exclusively under German law.