Terms of Sale and Delivery
The following terms of delivery shall be considered as agreed upon at order placement. Deviating agreements shall only obtain validity by our written confirmation. The deviating agreements shall not rescind the remaining terms of sale and delivery.
1. Quotation and Conclusion of Contract
Our quotations shall be without engagement. Contracts and other agreements shall only become binding through our written confi rmation or our performance. All agreements between us and our customers shall be concluded in writing at conclusion of contract. Agreements made between our employees or representatives and our customers during or subsequent to contract conclusion shall only become valid with our written confirmation; the power of attorney held by our employees or representatives shall be limited in this respect. Supplements, modifi cations or additional agreements also require the written form. This shall also apply to rescinding the requirement of the written form.
2. Delivery Commitment
The customer‘s unconditional creditworthiness shall be a prerequisite for delivery commitment. Should the terms of payment not be adhered to or circumstances become known which seriously put the customer‘s creditworthiness into question or if a cheque is not honoured, all receivables become due. On failure of payment within an adequate period of grace set by us, even if devoid of a threat of termination, we shall be entitled to withdraw from the contract in writing and discontinue deliveries and cease all previously performed deliveries. Partial deliveries are admissible. We reserve the right to 10% over or short delivery for custom-made products, this also applies in case partial deliveries have already been made or are yet to be made. If nothing else has been agreed upon in writing, orders on call must be purchased within three months of expiry of the contractual deadline, without us having to send a reminder containing an explicit purchase deadline. After these three months have expired, we shall optionally be entitled to either invoice the goods or cancel the order. Disruptions and force majeure incidents entitle us to extend the agreed delivery period for the duration of the operative hindrance and a reasonable start-up period. As the case may be our delivery commitments may also be revoked partially or completely. This also applies if it has become impossible for us to deliver at no fault of ours. The customer may then demand our statement as to whether we want to withdraw from delivery or deliver within a reasonable deadline. Compensation claims of any kind resulting from late delivery are limited to 5% of the order value.
3. Delivery Period
The delivery period shall be deemed as adhered to if readiness for shipment has been notified or the object of delivery has left the manufacturing company before expiry of the delivery period. The deadline mentioned in the order confi rmation is without engagement unless a separate written delivery affi rmation has been issued.
Our prices are based on the calculation documents applicable at the time of order acceptance. Deliveries which are performed later than four months after conclusion of contract entitle us to adjust the prices by maximally 5%, e.g. in case of wage increases or increases in material prices.
The choice of the route or means of transport is made according to best judgement with no liability for the cheapest route. As far as particular specifi cations have been provided to us, shipping shall proceed accordingly. The risk of transport shall in any case be borne by the receiver, even if delivery ‚free at destination‘ or FOB a ship has been agreed. On departure from the manufacturing company the goods shall be regarded as delivered according to agreement, even if they are delivered directly to third parties.
6. Reservation of Title
We reserve the title for the delivered goods until all our rightful claims resulting from our mutual business relationship have been fulfi lled. The customer may neither pledge the goods which are in our property, nor convey them as collateral to third parties. On the seizure of goods which are our property the customer shall be committed to notify us of this immediately and furthermore present us with the seizure documents as well as an affi davit showing that the goods are our property. The expenses for a possibly required intervention shall be borne by the customer. The customer shall be entitled to resell the delivered goods in the regular course of business. In case of a resale, the customer‘s claim towards the sub purchaser, which is already considered as assigned to us up to the amount of our total receivables, shall replace the delivered goods. The customer is entitled to collect the receivables until such title is revoked. Upon request the customer is committed to notify the garnishees of such assignment and disclose to us any information and hand out any documents to us required in order to protect our rights. The assignment of the receivables shall lapse as soon as the customer has honoured the debt resulting from the purchase price and/or all debt resulting from the current business relationship. Should reservation of title or assignment be invalid according to the jurisdiction in the area where the goods are located, the collateral which applies in that area ensuring reservation of title and assignment shall be considered agreed. Should the customer‘s cooperation be necessary for the origination of such rights, customer shall be committed to take all measures required in order to constitute and preserve such rights.
Our respective terms are applicable to payment. Deductions of any kind without a respective agreement are prohibited. Cheques that have been handed in shall only be considered as payment after their full encashment. On exceeding the payment deadline default interests shall be charged as of the due date, subject to any claim for further default damages. The charged default interest rate is 9%. In the event that the customer enters into default with their payment, we have the right to demand immediate payment of all arrears including those which have not yet entered into default, or release of the delivered goods until complete payment of our receivables.
Complaints concerning quantity and quality can only be accepted and examined if made in writing within 14 days after receipt of the goods at the place of destination. Goods which we acknowledge as being defective will be taken back and replaced. Any additional claims by the customer shall not be recognised by us.
9. Place of Performance and Jurisdiction, Language
Place of performance shall be 35279 Neustadt Kreis Marburg, Federal Rebuplic of Germany. Place of Jurisdiction - notwithstanding the amount of the subject - shall be the Marburg / Lahn district court. German Law shall prevail. Contract language shall be German. In case of dissent the German version shall prevail.
10. Severability Clause
Should any provision of this agreement be or become invalid, ineffective or unenforceable, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. In such event a provision must be found that comes as closest to the legally permitted economic intent and purpose of what the parties had or would have intended had they considered the aspect.