GTC

Terms and Conditions of Sale and Delivery

1. General information, offer, and conclusion of contract

  1. 1.1 All deliveries, services, and offers from us are made exclusively on the basis of these General Terms and Conditions of Sale and Delivery. The basis of the contract is our written order confirmation, which expressly refers to these terms and conditions. These terms and conditions are accepted by the customer at the latest upon acceptance of our services. They also apply to all future deliveries, services, or offers to the customer, even if they are not agreed separately again. Terms and conditions of purchase are not binding on us, even if we do not expressly object to them. Even if we refer to a letter that contains or refers to the terms and conditions of the customer or a third party, this does not constitute agreement with the validity of those terms and conditions.
  2. 1.2 All our offers are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.
  3. 1.3 Any changes or additions to the content of the contract require our written confirmation.
  4. 1.4 Our information on the subject matter of the delivery or service (e.g., weights, dimensions, technical data) and our representations thereof (e.g., drawings and illustrations) are only approximate unless the usability for the contractually intended purpose requires exact conformity; in this respect, they are not guaranteed characteristics. Customary deviations and deviations due to legal regulations or technical improvements, as well as the replacement of components with equivalent parts, are permissible provided they do not impair the usability for the contractually intended purpose.

2. Delivery

  1. 2.1 Delivery is ex works. Shipping costs are borne by the customer. If no express agreement has been made regarding the shipping method and means of transport, we will make the selection with the usual care.
  2. 2.2 The risk shall pass to the customer upon handover of the delivery to the forwarding agent, carrier, or collector, at the latest upon leaving our delivery plant or warehouse. This shall also apply in the case of carriage paid delivery or when using our own or selected means of transport, and also if we have undertaken other services in addition to the delivery.
  3. 2.3 In the case of carriage paid delivery, subsequent increases in shipping or customs costs shall be borne by the customer; transport insurance is not covered by us.
  4. 2.4 Packaging shall be charged at cost price unless it is provided on loan, hired, or free of charge.
  5. 2.5 Partial deliveries are permitted.

3. Delivery times, delivery obstacles

  1. 3.1 Delivery times specified by us are only legally binding if they have been expressly confirmed by us in writing as binding.
  2. 3.2 The delivery period shall be deemed to have been met if, by the end of the delivery period, the delivery item has left the factory or notification has been given that it is ready for shipment.
  3. 3.3 The delivery period shall be extended appropriately in the event of measures taken in the context of labor disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond our control. This shall apply in particular in cases of force majeure.
  4. 3.4 Claims for damages due to delayed delivery are excluded, unless gross negligence or intent on our part can be proven. We shall not be liable for impossibility of delivery or for delays in delivery if these are due to force majeure or other events that were not foreseeable at the time of conclusion of the contract (e.g., operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, shortage of labor, energy, or raw materials, difficulties in obtaining necessary official approvals, official measures, or the failure of suppliers to deliver, or to deliver correctly or on time) for which we are not responsible. If such events make delivery or performance significantly more difficult or impossible for us and the hindrance is not only of a temporary nature, we shall be entitled to withdraw from the contract. In the event of obstacles of a temporary nature, the delivery or performance deadlines shall be extended or the delivery or performance dates postponed by the duration of the hindrance plus a reasonable start-up period. If, as a result of the delay, the customer cannot reasonably be expected to accept the delivery or service, they may withdraw from the contract by immediately notifying us in writing.
  5. 3.5 In the event of a significant deterioration in the customer's financial circumstances, in particular in the event of suspension of payments or insolvency, our delivery obligation shall lapse.

4. Prices

  1. 4.1 The prices stated in our order confirmation or the prices according to our currently valid price list apply. Unless otherwise agreed, prices are ex works Ingelfingen.
  2. 4.2 The statutory value-added tax applicable at the time of delivery shall apply.

5. Payment

  1. 5.1 Unless otherwise agreed in writing, the following terms of payment shall apply:
    1. a    ) within 30 days net cash;
    2. b) within 14 days of the invoice date with a 2% discount.
    The date of payment shall be determined by the date of receipt by us. Upon expiry of the above payment period, the customer shall be in default. During the period of default, interest shall be charged on the price at the applicable statutory default interest rate. We reserve the right to assert further claims for damages caused by default.
  2. 5.2 If the customer's financial circumstances deteriorate significantly or if we become aware that our claims were already at considerable risk when the contract was concluded, we shall be entitled to demand immediate payment, revoking any agreed payment terms.

As of February 2018

5.3 The customer may only offset claims against us or exercise a right of retention on the basis of such claims if their counterclaim is undisputed or has been established by a court of law.

6. Retention of title

  1. 6.1 We deliver under retention of title in accordance with § 449 BGB (German Civil Code) in accordance with the following provisions.
  2. 6.2 Our deliveries remain our property until all our claims against the customer have been paid in full. The customer is authorized to dispose of the purchased goods in the ordinary course of business.
  3. 6.3 The retention of title also extends to the full value of the products resulting from the processing, mixing, or combination of our goods, whereby we are considered the manufacturer. If, in the event of processing, mixing, or combination with goods of third parties, their ownership rights remain in force, we shall acquire co-ownership in proportion to the invoice values of these processed goods.
  4. 6.4 The buyer hereby assigns to us as security all claims against third parties arising from the resale, either in full or in the amount of our possible co-ownership share. The buyer is authorized to collect these claims on our behalf until revocation or until the buyer ceases payments to us.
  5. 6.5 The buyer must immediately notify us in writing of any access by third parties to the goods and claims belonging to us.
  6. 6.6 Exercising the retention of title does not constitute withdrawal from the contract.
  7. 6.7 If retention of title still applies, all claims of the reseller arising from the resale shall be deemed assigned to us. If the value of the securities exceeds our claims by more than 20%, we shall, at the customer's request, release securities of our choice to this extent.

7. Warranty

  1. 7.1 According to § 377 HGB (German Commercial Code), any visible defects must be reported in writing immediately after delivery or after performance of the service (e.g., repair, assembly), at the latest within 8 days.
  2. 7.2 Special properties of the delivered product shall only become part of the contract if they have been expressly confirmed by us in writing.
  3. 7.3 All information regarding the suitability, processing, and application of our products, technical advice, and other information is provided to the best of our knowledge, but does not release the customer from conducting their own tests and trials. This applies in particular to systems or equipment that we do not supply but which the customer uses in conjunction with our delivery.
  4. 7.4 Wear parts are excluded from any warranty.
  5. 7.5 The purchaser's right to assert claims for defects shall expire in all cases 12 months after delivery.
  6. 7.6 No warranty is provided for damage resulting from the following causes: unsuitable or improper use, faulty assembly or commissioning by unqualified personnel, natural wear and tear, faulty or negligent handling, unsuitable operating materials, faulty storage, improper tampering with the products.
  7. 7.7 In the event of a justified complaint, we shall, at our discretion, either repair the defect, deliver a replacement, or take back the delivery against a credit note; other claims are excluded. The customer's right to demand a reduction in the purchase price or cancellation of the order after a failed repair or defective replacement delivery remains unaffected.

8. Liability

  1. 8.1 Liability for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and tort, is limited in accordance with this provision, insofar as fault is relevant in each case.
  2. 8.2 We shall not be liable in the event of simple negligence on the part of our executive bodies, legal representatives, employees, or other vicarious agents, provided that this does not constitute a breach of essential contractual obligations. This shall not apply to liability for intentional conduct, for guaranteed characteristics, for injury to life, limb, or health, or under the Product Liability Act.

9. Rights to documents

  1. 9.1 We retain exclusive ownership, copyright, and rights of use for drawings, drafts, and other documents belonging to our company. Use by the customer or third parties requires our prior written consent.
  2. 9.2 In particular, reprinting or other use of our sales documents, price lists, brochures, or other advertising materials is only permitted with our prior written consent.

10. Place of performance, place of jurisdiction, legal system

  1. 10.1 The place of performance is Ingelfingen. This also applies to deliveries and services to customers abroad.
  2. 10.2 The place of jurisdiction for all disputes is Künzelsau, including in business transactions with foreign countries.
  3. 10.3 The invalidity of individual provisions shall not affect the validity of the entire Terms and Conditions of Sale and Delivery; the provision that most closely approximates the economic purpose of the invalid provision shall apply.
  4. 10.4 The law of the Federal Republic of Germany applies.

Note: The customer acknowledges that we store data from the contractual relationship in accordance with Section 28 of the Federal Data Protection Act for the purpose of data processing and reserve the right to transfer the data to third parties to the extent necessary for the fulfillment of the contract.