I. GENERAL
1.The following conditions apply for all offers and sales of our goods to Buyer.
2. The place of performance and sole place of jurisdiction for both parties for all present and future claims arising from the business relationships, including from suits related to bills of exchange and documentary proceedings as well as judicial collection proceedings, shall be Vendor’s domicile, or the local court with jurisdiction over Vendor’s domicile.
3. Oral collateral agreements and subsequent modifications or amendments to the contract shall only be valid if confirmed in writing by Vendor. This applies also to warranties regarding the qualities and characteristics of the purchased object. Buyer’s claims arising under the agreement may not be assigned to third parties.
An order is considered to have been accepted once Vendor has sent out the written order confirmation.
The scope of delivery depends on the information contained in the offer or order.
II. PRICES
1. Prices are net ex stock, not including statutorily applicable sales tax. Also added to these prices will be any price increases applicable on the day of delivery resulting from official mandates, apportionable taxes, surcharges due to input price increases, or surcharges based on orders smaller than the standard minimum.
2. Costs for transport insurance, loading, and transport of the goods, as well as customs expenses, shall be the responsibility and at the risk of Buyer.
3. Pricing deviations shall require Vendor’s written confirmation.
III. PAYMENT TERMS
1. The payment terms stated in the offer or in the order confirmation shall apply.
2. Payment orders, checks, and bills of exchange will only be accepted by special arrangement, and only on account of payment but not in lieu of payment taking into account all collection and discounting charges; Renegotiation and prolongation are not considered fulfillment.
3. Only payments no later than upon delivery of the goods shall be considered cash payments. In the event of late payments, Vendor is entitled to charge the bank interest fees it has actually incurred as a result, and no less than 2% above the discount rate of the Deutsche Bundesbank. In addition, any late payment reminders – no less than € 5.00 as of the second reminder – shall be made at Buyer’s expense. Any payment terms deviating from the above shall require Vendor’s written agreement.
4. Buyer may only make offsets against Vendor’s claims or assert a right of retention if Buyer’s counterclaim is undisputed or if Buyer’s claim is legally enforceable.
IV. RESERVATION OF TITLE
1. Vendor shall retain title to the goods until all claims are paid in full, including sub-sidiary claims, claims for compensation for damages, and redemption of checks and bills of exchange.
2. The reservation of title shall remain in effect even if individual claims of Vendor are incorporated into a running account and the balance has been determined and accepted.
3. If the goods subject to reservation of title are processed by Buyer into a new moveable good, such processing is performed on behalf of Vendor, though the latter assumes no obligations thereby.
The new item becomes the property of Vendor. In the event that the item is further processed, mixed, or combined with goods not belonging to Vendor, Vendor shall receive a share of ownership of the new item in proportion to the ratio of the invoice value of the goods subject to reservation of title to the overall value of the item.
4. Buyer is only entitled to sell on, process, or install the goods subject to reservation of title in accordance with the following provisions, and only with the stipulation that the claims in accordance with Point 6 herein are in fact assigned to Vendor.
5. Buyer’s entitlement to sell, process, or install goods subject to reservation of title in the ordinary course of business ends upon their recall by Vendor due to a sustained deterioration in Buyer’s financial position, and at the latest upon Buyer’s cessation of payment, or with the filing of an application for or opening of insolvency or settlement proceedings against Buyer’s assets.
6.
a) Buyer hereby assigns to Vendor the claim arising from the selling on of the goods subject to reservation of title, including all subsidiary rights and any balance claims.
b) If the goods were subjected to further processing, mixed, or combined with others and Vendor acquired co-ownership in proportion to the invoice value of the goods to which it has retained title, it shall be due a corresponding share of the purchase price claim.
c) If goods subject to reservation of title are installed by Buyer in a piece of real property, Buyer hereby assigns to Vendor the resulting claim for compensation in the amount of the invoice value of the goods subject to reservation of title along with all subsidiary rights, including the right to a grant of a first mortgage to secure the claim. In the event that Buyer has sold the claim as part of a genuine factoring transaction, Vendor’s claim shall become due immediately, and Buyer shall assign the claim against the factor to Vendor and promptly forward to Vendor the proceeds of the sale. Buyer accepts this assignment.
7. As long as it remains in compliance with its payment obligations, Buyer is authorized to collect the claims it has assigned to Vendor. This collection entitlement shall expire when revoked, and at the latest when Buyer defaults on its payment obligations or its financial situation deteriorates significantly.
In this event, Vendor is hereby authorized by Buyer to inform its customers of the assignment and to collect on the claims itself. Buyer is obligated to issue Vendor upon request with a precise list of the claims to which Buyer is entitled, including customers’ names and minformation needed to assert the claims assigned to it, and to permit that such information be verified by Vendor.
8. If the value of Vendor’s security interests exceeds the total of its claims by more than 20%, Vendor shall be obligated, at Buyer’s request or that of a third party negatively affected by Vendor’s excessive security, to release the excess, the composition of which may be determined by Vendor.
9. The goods subject to reservation of title or the assigned claims may not be pledged or mortgaged. Vendor must be informed immediately if such goods are pledged or seized, including the name of the pledgee or mortgagee.
10. In the event that Vendor repossesses the purchased object on the basis of its reservation of title, a withdrawal from the contract shall only have occurred if explicitly declared by Vendor. Vendor may satisfy its claims via the private sale of the repos-sessed goods subject to reservation of title.
11. Buyer shall store and keep the goods subject to reservation of title safe on behalf of Vendor, free of charge. Buyer shall insure the goods against standard risks such as fire, theft, and water damage to the usual extent. Buyer hereby assigns to Vendor in the amount of the full invoice value any claims for compensation that may accrue to it against insurance companies or others obliged to pay compensation and resulting from losses of the aforementioned types. Vendor accepts this assignment.
12. All claims, as well as the rights arising from the reservation of title of all special forms stipulated in these terms and conditions remain in existence until the full release from contingent liabilities entered into by Vendor in the interest of Buyer.
13. If Buyer fails to properly comply with its payment obligations, disregards the obligations arising from Vendor’s reservation of title, ceases payment, or if judicial settlement or insolvency proceedings are initiated against its assets, the full invoice amount shall become payable immediately, even insofar as bills of exchange with a later maturity date are pending. If payment is not made immediately, Buyer’s right to use the purchased object expires and Vendor is entitled to demand its immediate surrender, excluding any and all rights of retention. All costs resulting from the repossession of the purchased object shall be borne by Buyer!
14. If Buyer fails to meet its obligations and Vendor asserts its right to reservation of title, the defense that the purchased object is necessary for Buyer to continue its business operations may not be used.
V. DELIVERY TERMS
1. All stated delivery dates or periods are approximate and non-binding. Buyer may only withdraw from the contract if the delivery date or period is exceeded by more than 3 months. Damage claims due to nonfulfillment or delay shall not be permitted.
2. The delivery period begins with the entry into effect of the sales contract and agreement on the manner of performance, subject to the requirement of punctual compliance with the agreed payment terms. If, prior to delivery, Buyer demands a different version of the purchased object, the running of the delivery period shall be suspended until the day that agreement on the manner of performance is reached, and, if applicable, extended by the period required for the different version/performance. Any resulting costs shall be borne by Buyer.
3. Vendor reserves the right to make design changes, provided that such changes do not fundamentally alter the purchased object. This applies also in the case that such changes are made necessary as a result of statutory requirements or similar regulations.
VI. ACCEPTANCE OF THE PURCHASED OBJECT
Buyer is obligated to examine the purchased object for quality and quantity immediately upon receipt. If the purchased object is not fully in accordance with the contract for delivery, Buyer must so inform Vendor within 3 days of delivery of the purchased object. Later warranty claims will not be accepted.
In the case of ex works deliveries, Buyer must immediately report damage incurred in transit to the freight forwarder or haulier and assert its claims for compensation. In the case of postal shipments, the postal service should as a general rule perform a loss assessment.
VII. WARRANTY
1. Vendor warrants exclusively that the purchased object shall be free of defects in its materials and workmanship in accordance with the current state of the art.
No compensation shall be provided for direct or indirect losses.
2. The warranty shall under all circumstances be void if the purchased object is modified by an external or unauthorized party, and the modification has a causal relationship with the loss.
3. Warranty claims shall only be considered if promptly asserted in writing to Vendor.
