§1 Scope of application
1.1 These General Terms and Conditions of Business apply exclusively to the companies being legal entities that have public rights or public separate property pursuant to § 310 paragraph 1 of the Civil Code. Any conditions of the Customer that are opposed to, or differing from our Conditions of sales, we shall only recognize in case we explicitly agreed to their effect and validity in writing.
1.2 These Conditions of sales shall also be valid for all future transactions with the Customer, if they involve legal dealings of a similar nature.
§2 Quotations and orders
2.1 Our quotations are free and do not imply any commitments, unless they have been explicitly designated as firm offers.
2.2 A written confirmation on our part is of crucial importance for a purchase order. Should the Customer have any objections in respect of the wording of the order confirmation, they must immediately present them to us. Otherwise, the contract will become valid under the conditions indicated in the order confirmation.
2.3 The information, drawings, images/figures and technical descriptions contained in catalogues, price lists, brochures or other materials related to the quotation, are approximate values for reference, typical for this industry, unless they are explicitly indicated by us as being mandatory for implementation.
2.4 We reserve the right to make changes in the design. However, we are not obliged to implement this kind of alterations in relation to the previously supplied products.
3.1 If not agreed otherwise in writing, our prices are valid on the terms net ex-works and do not include packaging, freight, postage costs, insurance, customs formalities and value added tax.
3.2 A prevailing relevance shall be given to the prices quoted in the order confirmation.
§4 Payment terms
4.1 If not agreed otherwise, payment of our invoices must be effected within 14 days counting from an invoicing date, net and clear of any deductions.
4.2 Bills of exchange and cheques are accepted as the means of payment only if there was a respective direct agreement on that. Any bank interest fees, overheads and other charges shall be paid by the Customer. Payments made through the bills of exchange shall cancel any applicable discounts.
4.3 Payment of the selling price must be effected only to the specified bank account. Retention of a discount is only allowed if there is a relevant written agreement.
§5 Supply of goods / Risks transfer
5.1 Starting date for calculating the delivery time specified by us implies a timely and proper discharge of obligations by the Customer. The parties shall reserve the right to object to a contract default by another party.
5.2 Should the Customers allow a delay in their acceptance of the goods or through their own fault fail to perform any other duty of cooperation, then we shall be entitled to demanding a compensation for the appropriate losses, including possible additional expenses. The right of placing other kind of claims is reserved. If the above circumstances take place, the risk of accidental loss or accidental deterioration of the sold/purchased goods shall transfer to the Customer at that point in time when he/she defaults in acceptance of the goods or in due performance of the payment commitments.
5.3 If the duty of selecting a method and route of delivery and a forwarding entity is left to us, we shall only be liable for a gross negligence within that choice.
5.4 We shall be entitled to arranging partial deliveries within the acceptable limits and to issuing separate invoices for them.
§6 Delay in delivery
6.1 The Customer may withdraw from the contract due to exceeding of the delivery time only if they previously allowed us a reasonable respite time, with a warning of cancelling the contact and if the delivery failed to take place within the specified respite period.
6.2 If we allow a delivery to be delayed, then we shall be liable for any gross violations only regards the losses proven by the Customer as incurred by them due to the delay in delivery. In cases of an ordinary negligence, our liability for damages due to the delay in delivery shall be limited to a reimbursement for every ended full week of delay amounting to 0.5%, but with the total amount not exceeding 5% of the price for that part of the delivery, which could not be used for its intended purpose because of the delay in delivery. Furthermore, our liability for damages due to the delay in delivery shall occur for an ordinary negligence only after expiry of a reasonable respite period allowed to us by the Customer.
6.3 All other legitimate claims and rights of the Customer related to the delay in delivery shall remain valid.
§7 Retaining the ownership rights
7.1 We reserve the ownership right for all the goods supplied by us until a full payment is made for all our claims relating to the previous contracts. The claims imply the following: payment orders for bills of exchange and cheques, as well as demands for settling the outstanding invoices. If in relation to a payment, the liability for a bill of exchange is justified to us, then the retention of title clause shall lose its force but only in those cases when our right of presenting a bill of exchange is excluded.
7.2 If the Customer allows a payment delay or it is discovered that our payment demands are at risk because of the insufficient solvency of the Customer, we shall be entitled to demand return of the goods as per the retention of title clause. A withdrawal from the contract may not be the grounds for such a claim to return the goods.
7.3 Any handling and processing, or conversion of the sale and purchase item by the Customer may always be carried out in our name and on our behalf.
8.1 The Customer is required to check and verify the completeness and integrity of the packaging immediately upon acceptance of a delivery or collection of the goods. Any claims are subject to immediate forwarding to our address.
8.2 The Customer’s obligation is to inspect the goods immediately after their receipt and immediately notify us about any apparent defects. Any claims for the latent defects must be presented in writing immediately after they were discovered.
§9 Defects of the products
9.1 Should there be a defect in a product caused by our fault, we are entitled to rectify it through our own choice of two options: by eliminating a defect or by delivering a faultless product. If we evade the defect rectification or if we failed to achieve a proper result, the Customer may at their option to either withdraw from the contract or demand a reduced selling price.
9.2 If a defect is found at the Customer’s place, they must immediately notify us about the kind and amount of the defect. Any attempts to eliminate the defect by their own technicians, or through any third parties shall result in the termination of our warranty.
9.3 Should there be any disagreements relating to the presence and amount of a defect, we shall have the right to involve an arbitration expert. If it is found out that the defect is present due to our fault, then we shall pay the examination costs, otherwise they shall be incurred by the Customer.
9.4 We take no responsibility for the possible disadvantages of the supplied items caused by the fault of third party industrial facilities and third parties’ actions.
9.5 The Customer claims relating to the products defects shall be allowed a 12-months limitation period from the date the services were rendered.
§10 Reimbursement of losses
10.1 We are liable for the intent and negligence. In case of an ordinary negligence we shall be liable only in case of a breach of the material contractual obligations. Reimbursement of the losses shall be limited to a foreseeable damage, typical for this kind of contracts.
10.2 In the case of claims for damages due to defective goods, the additional limitation of liability has no effect if we deliberately concealed a defect or provided a valid warranty for proper quality of a product.
11.1 All the contracts and all legal relations between the parties are subject to the Law of the Federal Republic of Germany.
11.2 The place of contract performance and exclusive place of jurisdiction for any possible disputes under this contract is the location of our company, unless the order confirmation indicated otherwise.
11.3 No verbal agreements accompanying the contract are existing. To acquire their legal force all amendments and additions, as well as the termination of the contract, are required to be issued in a written form. The same applies to the cancellation of the present provision stipulating the requirement of the written form.