Terms and conditions of delivery and payment
Our deliveries and services are exclusively subject to the following terms and conditions. We do not accept external conditions, also in the event that they are communicated to us at a later time. The following conditions and the content of the offer or order confirmation shall be deemed as accepted upon acceptance of the delivery. Declarations made in writing, by telephone or verbally, which are not confirmed by us, shall be deemed legally invalid. All offers are subject to prior sale.
Our information is non-binding. Prices are ex Erlenbach excluding packaging, freight, postage and insurance. The calculation is based on the prices applicable on the day of delivery. If the purchaser objects to a price increase following the submission of the offer, we are entitled to withdraw from the contract. The purchaser is not entitled to claim for damages.
The delivery period shall commence on the day of order confirmation. We endeavor to comply with delivery periods as far as possible, however they are only approximate and non-binding. In the case of non-compliance with the agreed delivery dates, the purchaser is not entitled to claim damages, performance of a covering purchase or withdrawal from the contract. Cases of force majeure shall entitle us to postpone the delivery for the duration of the hindrance and a reasonable initial period or to withdraw from the contract to the extent it has not yet been fulfilled. Force majeure shall include in particular events such as strike and delay or inability of our suppliers to deliver, any circumstances that materially aggravate our delivery or make it impossible shall be deemed equal to force majeure. As long as legal provisions are not waived by this, they will be available to the purchaser after provision of a reasonable extension. Delivery shall take place ex warehouse or ex works, partially deliveries are permitted in all parts. Each partial delivery shall constitute a separate transaction and shall have no influence on the unfulfilled part of the order.
4. Dispatch and transfer of risk
Upon commencement of dispatch, all risk shall in any case be passed on to the purchaser. Delivery and shipment are always carried out for the account and risk of the purchaser even if carriage paid delivery has been agreed. We shall arrange for packaging, protection and transport means and the transport route according to our experience, at the purchaser's expense, and under exclusion of our liability. If the dispatch or the handing over of goods is delayed on grounds attributable to the purchaser, the time of shipping shall be deemed the time at which the goods are ready for dispatch, with the provision that the risk shall be passed to the purchaser at the time the goods are ready for shipment.
5. Default of acceptance
If the purchaser does not accept the delivery within 14 following the notification of shipment readiness, he shall be deemed in default of acceptance. We shall be entitled, following a deadline consisting of a period of 14 days, to withdraw from the contract or claim 20% of the purchase price as damage for non-fulfillment. The assertion of a greater damage remains unaffected.
We reserve the right, to deliver COD or on account, payable within 30 days net. The acceptance of bills of exchange or checks shall be for the purpose of payment only and shall not be construed as an extension to payment deadlines; the purchaser shall bear any discounting and collection costs. Payments shall not be deemed to have been discharged until the date upon which we are able to dispose of the invoice sum. Retention of payments because of counterclaims or offsetting against such claims by the purchaser, regardless of legal grounds, are not permitted. In case of delayed or deferred payments, interests of 2% above the discount rate of the State Bank shall be charged without the necessity of a formal notice of default. Late payments shall first be offset against any costs and interest that may have accrued. The remaining excess shall be used to pay off the principal debt. We shall not be obligated to render further deliveries from any current contract before due invoiced amounts have been paid in full. If the purchaser is in default of acceptance or payment, we are entitled to claim immediate full payment of all liabilities or to claim sufficient security, or if our demand is not complied with, we are entitled to withdraw from the contract while maintaining our right to compensation for expenses. We are also entitled to these rights if we become aware of the unfavorable financial situation of the purchaser before or after shipment of the delivery.
7. Retention of title
All goods supplied to the purchaser shall remain our property until full payment of all our claims, even if the purchase price of specifically denominated claims has been settled. The purchaser is not authorized to make other disposals of the retained goods (e.g. to pledge or transfer as security). For outstanding invoices, the reserved proprietary rights are held as security of the balance demand. The purchaser shall, without undue delay, notify us of any attachment or other impairment of our rights of title by third parties . The purchaser shall grant us, for the duration of the retention of title, indirect proprietary rights to the goods. If the value of all collaterals held by us exceeds our claim against the purchaser by more than 20%, we shall release collateral of our choice to the extent of the excess. The purchaser is only entitled to resell the goods subject to retention of title subject to the condition that the purchase price claim from the resale is transferred to us; the claims are already assigned to us, irrespective of whether the retained goods are sold in a changed or unchanged condition or to one or more purchasers. The purchaser is obligated to pay to us payment received from his customers up to the amount of the payable invoice amount. We may revoke the authority to sell and process in the event of late payment or other important reasons. The purchaser has the right to collect the receivables assigned to us as long as we do not revoke this authorization. At our demand he shall be obliged to provide us with information on all receivables assigned in accordance with this section, in particular a list of debtors with their names and addresses, the amount of the outstanding amount and the invoice date. In the event of non-payment by the purchaser, we are entitled at all times and at the expense of the purchaser to remove the retained goods, even without a court ruling. In this case, the purchaser does not have any proprietary rights. The purchaser grants us or our representatives irrevocable access to the premises containing our goods to seize the goods.
We reserve the right to make delivery over or under the agreed quantity in full or in parts by up to 10%. In the case of custom production, we reserve the right to make delivery over or under the agreed quantity by up to 20%, which have to be accepted at the same prices. Measurement, weight and performance specifications are only approximate and non-binding.
The goods must be examined immediately on arrival at the point of delivery, even if samples have been submitted, and must be treated with the due diligence of a prudent businessman. The delivery shall be deemed accepted if within 8 days after arrival of the goods at the destination, no written complaint of defects has been submitted. Concealed defects outside the period of 3 months may only be reported to us in writing. All claims lapse after 3 months following rejection by us. Change of contract, reduction of price or delivery of non-defective goods upon the return of the delivered goods shall take place at our discretion, and only if our suppliers have acknowledge the claimed defects and complaints. Complaints do not release the purchaser from his obligation to pay. Direct or indirect damages resulting from the defects shall not be reimbursed.
10. Copyrights and designs
Our designs, samples and models shall remain our property and may not be copied or multiplied or made available to third parties or competing firms. Also upon payment of pro-rate costs, tools and equipment shall remain our property.
11. Place of performance and court of jurisdiction
Place of performance for all claims pertaining to the contractual relationship shall be Erlenbach for both parties. The court of jurisdiction shall be Heilbronn for both parties. This applies to all rights and obligations with regard to bills of exchange and checks as well as for those liable for the obligations of the purchaser. Should the agreement concerning the court of jurisdiction become invalid, it shall nevertheless apply for the legal dunning procedures. German law applies. Foreign law is excluded.
12. Partial invalidity
The invalidity of individual provisions does not effect the efficiency of the contract as well as the other provisions. German law is exclusively applicable for the interpretation of the contract.