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General terms and conditions

Date: January/2017

adobeacrobatDownload our "General terms and conditions".

I.  Contract Conclusion

  1. 1. All deliveries shall be subject to the following provisions, unless a specific written agreement provides otherwise. The seller will not recognize conflicting terms even if they not have been expressly rejected.

  2. 2. An order of the buyer shall only be deemed to have been accepted by the seller, if, and to the extent it has been confirmed in writing by the seller.

  3. 3. The weights, dimensions, capacities, prices, performance ratings and other data included in catalogues, leaflets, circulars, advertisements, illustrated matter and price lists constitute an approximate guide. These data shall not be binding save of the extent that they are by reference expressly included in the contract.

II.  Price, Payment

  1. 1. Unless otherwise agreed, prices are EXW Moerlenbach Germany, Incoterms 2010, packing excluded.

  2. 2. The seller is entitled to deliver on C.O.D. basis.

  3. 3. In the case that the period between the conclusion of the contract and the delivery exceeds four months, the seller shall be entitled to charge the price prevailing at the time of delivery, if the factors relevant to determination of the price such as pro-duction and material costs as well as other costs have changed during this period.

  4. 4. The buyer is obliged to pay all invoiced amounts within 10 days deducting 2% dis-count or 30 days net as of invoicing date of the seller arriving at the seller. Bill of exchange payments have to be agreed in advance.

  5. 5. Upon expiration of the payment periods the buyer shall be in default even if he has not received a demand for payment if the buyer is merchant.  Upon default the seller reserves the right to charge interests on the amount due.

  6. 6. Until full payment of all amounts due, including interest thereon has been effected, the seller shall not be obligated to make further deliveries under any contract with the buyer. In the case of justified doubts in solvency of the buyer or especially in case of default in payment by the buyer, the seller shall be entitled to request im-mediate payment for all unpaid deliveries regardless of the payment date agreed upon or a reasonable security.

  7. 7. If there is nothing else agreed, all foreign customers accepted payment in advance.

  8. 8. For order value less than € 200,-- we charge a small-scale production lump sum of 25,--€.

III. Delivery
  1. 1. Delivery dates shall only be binding if they have been confirmed in writing by the seller.

  2. 2. If the buyer desires an accelerated delivery, the additional costs resulting there from shall be borne by the buyer.

  3. 3. Unforeseen events which are beyond the control and influence of the seller of which could not have been prevented by the seller despite every precaution which could reasonably be expected under the given circumstances, as for example, operational interruptions, strike and delays of suppliers shall regardless of the existence of a default extend the delivery period by the period for which such events shall last, and the buyer shall not be entitled to hold the seller liable. The same shall apply if administrative permits, other third party permits necessary for the seller’s performance and documents or data to be furnished by the buyer or third parties on his behalf are not received on time by the seller.

  4. 4. In the case of a default with the delivery and upon the expiration of a grace period which shall be set in writing and amount to at least 4 weeks after receipt of such writing by the seller, the buyer shall be entitled to cancel the contract. Possible damage claims or other rights shall be excluded.

  5. 5. If the buyer fails to accept delivery on due date, he shall nevertheless make any payment conditional on delivery as if the commodity had been delivered.

  6. 6. If the buyer fails for any reason whatever to accept delivery the seller shall be entitled by notice in writing to the buyer (without consent of the court) to terminate the contract and thereupon recover from the buyer any loss suffered by reason of not fulfilled contract.

  7. 7. Commodities manufactured due to special request or specification of the buyer must in any case be accepted for delivery and paid by the buyer.

IV.  Shipment
  1. 1. Place of performance shall be the principle place of business of the seller.

  2. 2. Any shipment shall be made at the risk of the buyer. Shipment costs shall be borne by the buyer.

  3. 3. In the case of a shipment by using of seller’s vehicles and employees, the seller shall only be liable for the wilful or grossly negligent acts of his employees.

  4. 4. In the case of a delay of the shipment for reasons which are beyond the seller’s control, risk of loss shall pass the buyer on the day on which the goods are ready for shipment.

V.  Assurance of product capacities
  1. 1. The seller does assure neither concrete properties nor capacities regarding the delivered goods. All information on the seller’s data sheets are based on his current technical knowledge and experience. The buyer/ user shall not be free of the necessity to do own tests and examinations. No legally valid assurances regarding neither product characteristics nor suitability’s should be deducted out of the information on the seller’s data sheets.

VI.  Warranty

  1. 1. The buyer shall be obligated to examine delivered goods immediately upon receipt with respect to their conformity to his order. The seller shall be notified immediately in writing, with proper specification of alleged defects, but no later than 6 working days receipt of the goods. In the case the buyer fails to give such notice, the buyer shall have no warranty claims with respect to patent defects.

  2. 2. On receipt of such notification the seller shall remedy the defect as soon as possible. The buyer shall return to the seller the defective parts for replacement. The delivery to the buyer of such part in replacement thereof be deemed to a fulfilment by the seller of his obligations under this paragraph in respect to such defective part.

  3. 3. The seller’s liability shall apply only to defects that appear under proper use arising from material defects or fabrication faults. In particular it does neither cover defects caused by improper mechanical, thermal or chemical influences, buyer’s faulty installation, normal deterioration nor aging.

  4. 4. The Seller does not waive his right to object that a notice of alleged defects was not timely made or specified, by reason of having negotiated with the buyer or examined the goods.

  5. 5. Defects with respect to a part of the delivered goods shall not entitle the buyer to al-lege a defect with all the goods delivered. In addition, the buyer shall not be entitled to withhold payments to the seller because of possible defects.

  6. 6. Seller’s warranty shall be limited to replacement. Further rights and damage claims shall be excluded.

  7. 7. In the case goods are produced upon data, drawings etc. of the buyer, the seller’s warranty shall only cover production in accordance with the buyer’s data.

  8. 8. The warranty period between merchants is 12 months, otherwise the legal requirements (BGB) applied.

VII. Overall reservation of title
  1. 1. Until all amounts, including interest and other costs due to the seller on all trans-actions between the parties are paid in full, the seller retains title to the goods deli-vered.

  2. 2. The buyer hereby assigns to the seller his future claims for payment of the proceeds, up to the amount of the seller’s claims under this contract, against such third parties to whom the buyer may sell the goods. The buyer shall remain entitled to collect the proceeds, so assigned, within his ordinary course of business unless the seller cancels this authorization. At any time, the seller shall be entitled to such cancellation and to disclosure of assignment.

  3. 3. The title to samples, drawings and tools shall remain with the seller, even if the buyer agrees to bear a part or all of the costs thereof.

VIII.  Setoff, withholding and limitation of liability
  1. 1. The buyer shall have a right of setoff against the claims of the seller as well as the right to withhold only with respect to claims which the seller has acknowledged in writing or which have been adjudicated to exist by a court.

  2. 2. Except as otherwise provided herein, the seller shall only be liable to the buyer for wilful or grossly negligent acts, regardless of the legal nature of any possible liability.

IX.  Governing Law and Jurisdiction
  1. 1. The contractual relationship between the parties is subject to and governed by the law of the Federal Replublic of Germany.

  2. 2. The exclusive place of jurisdiction and venue with respect to all disputes arising out of or in connection with the business relationship between the parties shall be Fürth/ Odw.

X. General Provisions
  1. 1. Collateral agreements as well as changes or amendment to this contract shall only be valid if executed in writing. This shall also apply to this clause.

  2. 2. In the case that one of the provisions contained herein is or should become invalid, the other provisions shall remain in effect. An invalid provision shall be substituted by a provision which is legally permissible and reflects the commercial purpose of the invalid provision as closely as possible.