1. General
These terms apply to all transactions conducted with us. Any deviating agreements require our explicit written confirmation. All drawings and other documents provided by us are entrusted only on a loan basis and remain our property. They may not be copied, made accessible to third parties, or otherwise misused.
2. Offers
Our offers are generally non-binding unless we expressly assume a specific, particularly time-limited obligation in writing.
3. Prices
Our prices are ex works, excluding packaging, which is charged at cost price and is non-returnable. Value-added tax is not included in the prices.
4. Order Acceptance
Purchase contracts are concluded only through our written order acceptance (order confirmation). The buyer’s terms that deviate from our delivery and payment terms are non-binding for us, even if we do not explicitly object to them.
5. Delivery Dates
Our delivery times are adhered to to the best of our ability. They are considered met if the delivery item has left the factory or if readiness for dispatch has been communicated by the specified date. Compliance with delivery deadlines requires an undisturbed production process. Circumstances beyond our control are considered force majeure and release us for the duration of the impediment or, at our discretion, permanently from the obligation to deliver. This particularly includes operational disruptions of any kind, such as energy and raw material shortages, strikes, and lockouts. Any claims for damages due to delivery delays are excluded.
6. Payment
Unless otherwise agreed in writing, payment must be made within 30 days. A 2% discount is granted for payments made within 10 days from the invoice date. Checks and bills of exchange are only accepted by special agreement and only on account of performance. Collection and discount charges are borne by the buyer. If payment deadlines are not met, interest will be charged at the current bank rates, but at least 4% above the applicable base interest rate. In the event of late payment or a deterioration in the buyer’s creditworthiness, we are entitled to demand immediate payment of all outstanding claims or to require security.
7. Retention of Title
The goods delivered by us (reserved goods) remain our property until all current and future claims arising from the business relationship (current account retention) have been settled. If the buyer processes, combines, or mixes the reserved goods with other goods, we acquire co-ownership of the new item in proportion to the invoice value of the reserved goods relative to the invoice value of the other goods used. If our ownership ceases due to combination or mixing, the buyer hereby transfers to us the ownership rights to the new item to the extent of the invoice value of the reserved goods and stores it for us free of charge. The buyer may resell the reserved goods in the ordinary course of business but is not entitled to dispose of them in any other way. The resale of reserved goods also includes their use to fulfill work and work supply contracts. The buyer’s claims from the resale of the reserved goods are hereby assigned to us; this also applies to balance claims if the resale claim is included in a current account.
the invoice value of the reserved goods and stores it for us free of charge. The buyer may resell the reserved goods in the ordinary course of business but is not entitled to dispose of them in any other way. The resale of reserved goods also includes their use to fulfill work and work supply contracts. The buyer’s claims from the resale of the reserved goods are hereby assigned to us; this also applies to balance claims if the resale claim is included in a current account.
If the reserved goods are resold together with other goods not supplied by us, the buyer’s claims from the resale or the corresponding balance claims are assigned to us in proportion to the invoice value of the reserved goods to the invoice value of the other goods. In the event of resale of goods in which we have co-ownership shares, a corresponding portion of the claim shall be assigned to us.
The buyer is entitled to collect claims from the resale or balance claims unless we revoke the collection authorization in the cases mentioned in Section 6, paragraph 4. Upon our request, the buyer must immediately inform its customers of the assignment—unless we do so ourselves—and provide us with the necessary information and documents for collection. The buyer is not entitled to assign claims in any other way, including factoring transactions, unless we expressly agree to them. However, we are willing to approve factoring transactions on a case-by-case basis if the equivalent value flows to the buyer permanently and our claims are not endangered. The buyer must notify us immediately of any seizure or other impairment by third parties.
In den in Punkt 6, Absatz 4 genannten Fällen sind auch wir berechtigt, die Be- und Verarbeitung sowie die Weiterveräußerung der Vorbehaltsware zu untersagen. In diesen Fällen können wir auch die Rückgabe der Vorbehaltsware auf Kosten des Käufers unter Ausschluss eines Zurückbehaltungsrechts verlangen. Der Käufer ermächtigt uns schon jetzt, seinen Betrieb zu betreten und die Vorbehaltsware zurückzunehmen. Die Rücknahme gilt nicht als Rücktritt vom Vertrag.
8. Warranty
In the event of justified complaints, we will, at our discretion, repair the defective item or provide a free replacement. Further claims against us cannot be asserted. However, if we are unable to remedy a defect through the aforementioned means, the buyer has the right to withdraw from the contract or request a price reduction. We accept no liability for production based on customer drawings unless the specified dimensions and materials have not been adhered to or used.
Any defects must be reported within 10 days for apparent defects and immediately upon discovery for hidden defects. The warranty period ends one year after the delivery of the goods.
9. Place of Performance, Jurisdiction, and Applicable Law
The place of performance for all obligations arising from the contractual relationship is Wipperfürth. The place of jurisdiction is also Wipperfürth. The contractual relationship is subject to German law. The application of international sales law is hereby excluded. If individual provisions of these General Terms and Conditions should be or become legally invalid for any reason, the validity of the remaining provisions shall not be affected.
