General Terms and Conditions
I. Bases of the contract
- Our complete range of current and future offerings and services, including consulting and other ancillary services, are subject to these conditions. Conditions of the customer that differ are excluded.
- Our offers are not to be considered binding. Transactions, contracts and any amendments to them are only considered binding once we have confirmed them in writing.
- The drawings, samples, descriptions and other similar documents apply as the technical bases for the contract, whereby the customary material number used in the industry, designations and DIN tolerances remain decisive for raw materials.
- We do not consider weights to be binding. We also consider the standard variations in sheet thickness and format that are usual when rolling mills are delivered to be acceptable.
- Only perforated plate standards DIN 24041-24043, which also include variations and tolerances, are binding.
- Sheets with specified unpunched edges are subject to variations caused by stamping tools or other mechanical equipment. Any variations will be distributed evenly across all the edges.
- We do not consider the formation of light flash rust a reason for complaint.
- All offers and contracts remain subject to the implementation options.
- Unless agreed, no specific surface finish is due for the basic material, and, in particular, no absence of grease is due.
- Prices are quoted ex-works plus the respective VAT applicable in euro, but do include supplementary costs, specific packaging, freight and insurance.
- Prices agreed as "free delivery destination" include freight, but not insurance costs, whereby flawless condition and immediate unloading by the customer are a precondition.
- We reserve the right to adjust prices if relevant cost factors change (specifically labour, material, energy costs and legal regulations).
- The customer is not entitled to withhold payments or offset payment owing to disputed counter claims.
- Payments are to be made in cash within 30 days of the invoice date without deduction. We grant a 2% discount for payments within 10 days. Contract work is payable immediately without discount.
- Bills and cheques are only accepted by payment owner and special arrangement. All expenses are borne by the customer. Credit notes take place subject to receipt minus all expenses, their being valid on the day on we have the equivalent value without reservation at our disposal.
- Interest is charged on overdue payments in accordance with the respective bank rates for short-term loans, at a minimum of 2% above the German Federal Bank discount rate, plus the respective VAT applicable.
- Our claims are due immediately independent of the term of the bills credited if payment conditions are not met or circumstances become known to us which make it appropriate for us to diminish the customer's creditworthiness. Without prejudice to any other rights, we are also entitled to postpone outstanding deliveries unless advance payment is made.
- We can also prohibit reselling, treating, processing and combining or mixing the goods subject to retention of title and demand their return at the customer's expense and revoke any direct debit authorisation.
- The customer authorises us to enter rooms where goods subject to retention of title are stored and remove these.
- For no matter what reason, the purchaser is responsible for providing a replacement for losses that result if difficulties occur in transferring payments within the Federal Republic of Germany.
IV. Delivery and performance times
- Deadlines begin on the date of order confirmation, but not before clarification of all the details, especially following our re-submission of shop drawings verified and approved by the customer; the same applies to dates.
- Dates and deadlines refer to the shipment, delivery or acceptance readiness dates.
- Changes to the purpose of the contract also result in corresponding changes to the delivery and performance times.
- Even in the case of default, force majeure entitles us to postpone delivery for the duration of the period of hindrance plus a reasonable start-up time, or to withdraw from the contract owing to the unfulfilled part. Force majeure includes strikes, lockouts, blockades, lack of operating and raw materials, tool outages, governmental orders and similar circumstances, which hinder us or our sub-contractors from delivering or performing the contract, or make it impossible.
- The customer can withdraw from the contract with respect to the unfulfilled part, if he cannot reasonably be expected to wait such a prolonged period, and we declare that we cannot completely fulfil the contract in the foreseeable future.
- If the customer fails to fulfil his obligations—in relation to other contracts as well—we are entitled to set new delivery and performance times within the scope of our scheduling without prejudice to any other rights.
- We are entitled to make partial deliveries. If retrieval orders fail to be retrieved in accordance with the contract, we are entitled to charge for the retrieval quantities due, and, after a period of a further 2 weeks, send them to the customer at the same time as semi-treated or untreated materials, while billing immediately for the payment amount agreed, or, at a minimum, our overall expenditure.
- Specific to ongoing partial deliveries, the customer must notify us as soon as possible of parts due to be phased out at least 6 months before final phasing out. Otherwise, he is obliged to replace the pre-planned material and pay the production costs.
V. Ownership and copyright
- To our cost estimates. We retain sole ownership of and copyright to those drawings and other documents including tools, jigs and moulds used for executing orders.
VI. Shipping and risk transfer
- We specify the shipper, carrier, shipping route, shipping type, means of conveyance and safety. We are also subject to the General German Freight Forwarding Terms and Conditions (ADSp)
- At our sole discretion, we can store goods not retrieved in accordance with the contract at the expense and risk of the customer.
- The risk, including that of seizure, for products subject to acceptance or collection, transfers to the customer on transfer of the goods to the shipper or carrier, or, at the latest, when leaving the works, 1 week after the acceptance or collection date we have stated. This also applies to partial deliveries.
- For services, and, in particular, for contract work, the risk passes to the customer to in line with the progress in their performance.
- Defective delivery items are to be accepted by the customer nevertheless without prejudice to any rights.
- Insurance is only taken up at the expense of the customer, if the customer has noted this requirement on every order.
- The weights and/or quantities we have determined are decisive for the calculation. Excess or short deliveries of up to 10% and 5% respectively are permitted (for mass products).
- We do not accept the return delivery of packaging except crates.
VII. Third-party rights
- The customer assumes all liability for violations of third-party rights caused by the specifications it has provided, in particular for export deliveries.
VIII. Retention of title and its special forms
- Goods remain our property (goods subject to retention of title) until all claims, including balance claims, have been fulfilled, even for payment for specifically designated claims.
- The treatment and processing of goods subject to retention of title takes place for us as a manufacturer within the meaning of Sec. 950 GCC (German Civil Code - Bürgerlichen Gesetzbuch (BGB)), without obligating us. Processed goods are deemed goods subject to retention of title.
- When goods subject to retention of title are combined and mixed with other goods, we are entitled to joint ownership of the new item or inventory in proportion to the invoice value of the goods subject to retention of title to the invoice value of the other goods. If our ownership is nullified by combining or mixing the goods, the customer transfers to us today the share of ownership of the new item or stock attributable to him in proportion to the amount of the invoice value of the goods. He secures new ownership for us without charge (goods subject to retention of title).
- The customer is entitled to resell the goods subject to retention of title in the ordinary course of business under his normal business terms as long as he is not in default.
- The fulfilment of a works or works supply contract or incorporation into land or land-related investments by the customer also counts as a resale.
- Claims of the customer, including balance claims, from the resale of goods subject to retention of title are hereby assigned to us now.
- If goods subject to retention of title are sold together with other goods, the assignment of the claim from the resale only applies to the invoice value of the goods subject to retention of title. When goods are sold which we co-own, the assignment is only valid to the extent of our co-ownership.
- The customer is only entitled to collect claims assigned until we revoke them, and, at our request, is obliged to immediately inform his customers of the assignment unless we do so ourselves, and to provide the necessary information and documents for the purpose of collection.
- Insofar as the customer has claims against insurers or other third-parties for reason of damage, reduction, loss or destruction of the goods subject to retention of title, or for other reasons, these are pre-assigned to us now with all ancillary rights, up to the amount of our claims.
- Rights arising from retention of title and all special forms of the same apply up to the point of our full release, including those from contingent liabilities.
- The customer must notify us immediately of attachments or other impairments to goods subject to retention of title.
- If retention of title or its aforementioned special forms are not effective under law that prevails in the area in which the goods subject to retention of title are located, assurance corresponding to this area is deemed to be agreed, with the obligation of the buyer to provide the necessary cooperation.
- We provide a guarantee to the exclusion of further claims as stated below for any defects (including quantity and weight), including lack of assured properties.
- We are to be notified of defects in writing immediately after identification and at the latest 8 days after receipt at the delivery destination. Otherwise, rights arising from product defects become void.
- At our discretion, we grant replacement, repair, reduction or withdrawal for justified defects. Parts that are replaced are transferred to our ownership.
- We are only liable for defects in externally procured material within the residual scope of the guarantee provided by the supplier.
- If we fail to fulfil our warranty obligations, the customer is entitled to withdraw from the contract following a reasonable period of grace of at least 10 working days.
- We do not provide warranty for delivery parts subject to premature wear owing to their material properties and the nature of their use. This also applies to defects resulting from improper storage or use, natural wear and tear, faulty or negligent handling, excessive strain, unsuitable operating material, defective construction, or defects caused by the influences of temperature, weathering, chemical type or other natural influences.
- The warranty period of 6 months begins with the transfer of risk. The warranty period begins anew for replacement parts. Improvement work does not affect when the original warranty period expires.
- Warranty rights expire if improvement work is performed by the customer without our prior written consent.
- Defects, which would have been detected during the acceptance procedure, can no longer be reported as such following acceptance or agreed acceptance is deemed to have taken place.
- Employees sent to examine defects cannot acknowledge defects with effect against us.
- Further claims, insofar as legally permissible, are excluded; this applies, in particular, to claims for compensation for damage which has not occurred to the contractual object itself.
- The aforementioned also applies to deliveries other than contractual goods.
- Our liability is based solely on the agreements concluded in aforementioned sections. All claims not expressly acknowledged in these sections are excluded for whatever reason, insofar as legally permissible, and if not excludable, limited to 5% of the contract value and expire 6 months after transfer of risk.
- If, during sub-contracting work, as during partial sub-contracting work, materials, components, semi-finished products or tooling jigs, or other parts are provided by the customer, we are only obliged to check the delivered parts, if checking and bearing the costs for this are expressly agreed with the customer.
- If, owing to force majeure, or the equivalent (see IV.4.), or other circumstances for which we are not responsible, delivered parts become unusable, no claim can be derived against us from this for free replacement delivery or reimbursement of other costs.
- If delivered parts become unusable owing to material defects, these are to be supplied to us free of charge as a replacement with carriage paid and free of any consequential damages.
- The material we deliver is processed professionally. The risk of the defective goods is determined by the quantity of sheets delivered, difficulty in making the holes and the hole pattern, and are factors for which we cannot be made responsible.
- The liability for damage is limited to the amount of the sub-contracting costs at a maximum.
XII. Performance, jurisdiction, application of law, binding language
- Performance and jurisdiction for both parties to the contract is Munich.
- Only the law in force at our registered office applies to all legal relations, including those with third-parties, to the exclusion of foreign law. The application of international purchasing laws is excluded.
- The German version is binding for contract texts in more than one language.
- In the event that individual parts of these terms are invalid owing to legal regulations, and, in particular, TCB laws, the parties agree that the invalid and ineffective parts of the terms are replaced by legally permissible regulations. This applies in particular to contracts with non-commercial customers.
XIV. Third party beneficiary, non-assignment clause
- The rights of third-parties are not established here.
- An assignment of claims, rights and claims by the customer requires our prior written consent.
- Special acceptance procedures and costs
- Specifically agreed acceptance is to take place immediately at our works on the acceptance date stated at the expense of the customer. If not, it counts as having been performed 1 week after the stated acceptance date.
- Official or non-official regulations and requirements for the product or our manufacturing facilities that were unknown at the time the order was placed are not our responsibility.
- Without prejudice to official or unofficial certificates still to be issued, the invoice amount is due once acceptance has taken place or is deemed to have taken place.