Terms & ConditionsOur Terms and Conditions of Payment and Supply
(Stand September 2012)
Please note that personal data maintained in respect of our business relationship or in conjunction with it, regardless of whether this data originates from the Purchaser / Supplier himself or from third parties, will be processed within the purport of the Federal Data Protection regulations.
Our sales terms only apply to companies within the context of paragraph 1 of §310 of the BGB.
Our sales terms apply exclusively. Conflicting conditions or customer conditions that deviate from our sales terms shall not be recognised if we do not consent to them explicitly in writing. Our sales terms shall also apply without reservation in cases where we complete the delivery to the customer, despite being aware that the customer has contradictory or deviating conditions.
2. Formation of the contract
Our product offering on the Internet, in brochures and other printed media shall remain subject to change. We reserve the rights to all illustrations, drawings, calculations and other documents, including designs provided within the context of an offer. This shall also apply to written documents that are indicated as being confidential. Upon request or in the event that the contract is not awarded to the customer, these documents must be returned immediately. The customer may only transfer these to third parties with our explicit written permission.
Orders are offers from our customers. They may be accepted by us in writing with an order confirmation within two weeks of receipt.
No oral side agreements shall be made.
3. Content of contracts that govern the production of parts according to plans or drawings from the customer
Special tools for completing the contracts shall be invoiced to our customers at cost price. These tools shall remain our property. Upon completion of the contract, the tools shall be stored by us for one year. After expiry of this period, the tools shall be destroyed.
Our prices are net prices in euros ex works (Weilheim in Upper Bavaria). Prices do not include packaging. This shall be invoiced separately. The legal sales tax shall be indicated on the invoice separately according to the legal amount on the day the invoice is submitted.
5. Delayed payment
Provided nothing otherwise results from the order confirmation, the purchase price shall be due without deductions within 30 days from the invoice date.
The customer shall only enjoy the right to offset in cases where the counterclaims have been determined to be legally valid, are undisputed or if they are acknowledged by us.
6. Delivery time
The beginning of an agreed to or indicated delivery time requires clarification of all technical questions in advance.
Adherence to our obligation to deliver also requires timely and correct fulfilment of the customer’s own obligations. The right of exemption due to unfulfilled contract conditions remains reserved.
If the customer delays accepting the delivery or if other cooperative obligations are violated, then we shall be entitled to demand remuneration for additional costs and possible damages. We reserve the right to subsequent claims.
In the case of item 6.3, the risk of accidental destruction of or accidental damage caused to the purchased goods shall be transferred to the customer when acceptance of the delivery or payment (arrears) is delayed.
According to legal provisions, we shall be liable in the event the sales contract in question represents a forward transaction within the scope of point 4 of paragraph 2 of §286 of the BGB or §376 of the HBG. We shall also be liable according to legal provisions in cases where the customer is entitled to claim that the interest in fulfilment is void as a result of the delivery delay caused by us.
We shall also be liable according to legal provisions in the event a delayed delivery results from fulfilment of the contract with malice aforethought or in cases of gross negligence on our behalf. Responsibility on behalf of our representatives or vicarious agents must be attributed to us. Provided the delivery delay involves grossly negligent violation of the contract on our behalf, then our liability to compensate damages shall be limited to the typically occurring, foreseeable damages.
We shall also be liable according to legal provisions if the delivery delay which we are responsible for involves a culpable violation of an important contractual obligation. However, our liability to compensate for damages in such cases shall be limited to the typically occurring, foreseeable damages.
Otherwise, we shall be liable in cases of delayed delivery for each complete week of delay within the scope of a flat-rate delay penalty amounting to 0.5% of the delivery value per week. However, the maximum liability is set at 5% of the delivery value.
The right to further legal claims on behalf of the customer remains reserved.
7. Tranfer of risk
Provided nothing otherwise results from the order confirmation, the transfer of risk with regard to the delivery shall be agreed to as ‘ex works’.
8. Liability for defects
The customer’s rights regarding defects require that the obligation to examine the goods and report defects according to §377 of the HGB has been successfully carried out.
Provided a defect is present in the purchased item, the customer may claim supplementary performance. Provided a claim to supplementary performance is submitted, we may choose to correct the defects or deliver a new, defect-free item. In case of supplementary performance, we shall be obligated to cover all costs involved with correcting the defects, provided that these do not increase as the result of the purchased item being at another location other than the place of fulfilment.
In the case that supplementary performance is unsuccessful, then the customer may choose to withdraw or demand a reduction.
We shall be liable according to legal provisions in cases where the customer enforces damage claims that involve malice aforethought or gross negligence, including malice aforethought on behalf of our representatives or vicarious agents. Provided we are not charged with malice aforethought with regard to a contractual violation, liability for damage claims shall be limited to the foreseeable, typically occurring damages.
We shall be liable according to legal provisions in cases where we culpably violate an important contractual obligation; however, in this case, damage claims shall be limited to the foreseeable, typically occurring damages.
Legal liability resulting from culpable injury to life, limb, or health shall remain unaffected; this shall also apply in cases where liability is strictly prescribed according to the Product Liability Act.
Provided it is not otherwise specified above, our liability shall be excluded.
The limitation period for claims involving defects shall be set at 12 months beginning with the transfer of risk. This shall not apply to cases involving the sale of an item that would normally be used for a given structure that in turn resulted in the damage in question.
The limitation period in the case of a delivery recourse according to §§478 and 479 of the BGB shall remain unaffected. This shall be set at five years beginning with delivery of the defective item.
9. Joint liability
Further liability for damage claims other than indicated in item 8 is excluded, regardless of the legal nature of the claim being asserted. This shall apply especially to damage compensation claims resulting from default upon formation of the contract, due to other violations of obligation, or due to criminal claims to compensation for damages to property according to §823 of the BGB.
The limitation according to item 9.1 shall also apply in cases where the customer demands remuneration for useless expenditures in place of compensation for damages in place of the delivery.
Insofar as our liability for compensation of damages is excluded or limited, this shall also apply with regard to liability for personal damage compensation vis-à-vis our employees, workers, colleagues, representatives and vicarious agents.
10. Retention of title of ownership
We shall retain the title of ownership to goods delivered by us until all payment obligations resulting from the delivery contract have been fulfilled.
In the case that the customer violates the provisions of the contract, especially in the case that payments are in arrears, we shall be entitled to reclaim the purchased item. Our reclaiming the purchased item represents a withdrawal from the contract. We shall be entitled to reclaim and resell the purchased item. Revenues from the resale shall be offset with the customer’s accounts payable less appropriate costs of the resale.
The customer shall be obliged to care for the purchased item. In particular, there is the obligation to insure the purchased item against damage from fire and water as well as theft up to the amount of its initial value. If maintenance and inspection work is required, the customer shall complete this in a timely fashion at their own cost.
In case of seizure or other intervention on behalf of third parties, the customer must inform us immediately in writing so that we may dispute this according to §771 of the ZPO. Provided the third party is not in a position to provide remuneration for the legal and extra-legal costs connected with this dispute according to §771 of the ZPO, the customer shall be held liable for the default that results for us.
The customer shall be obligated to store and label the purchased item separately for as long as the retention of title remains. Nevertheless, the customer shall be entitled to sell the purchased item via regular business proceedings. In spite of this, the customer shall herewith relinquish all claims against the purchaser or third parties resulting from a resale in the amount of the final invoiced sum, including sales tax on our payments receivable, and in particular, regardless of whether the purchased item has been resold without or after manipulation.
The customer shall remain empowered to collect our claims, even after relinquishment. The ordering party must account for incoming amounts that are offset with relinquished claims separately. Our authority to collect claims ourselves shall remain unaffected by this. Nevertheless, we shall be obliged not to collect these claims, provided the customer fulfils the obligation to pay us with the revenues collected and is not in arrears, and especially if an application to open composition or insolvency proceedings has not been made or payment has been suspended. If this is the case, however, then the customer must at our request inform us of relinquished claims and debtors, all information required for collection, provide all associated documents and inform debtors regarding the relinquishment of claims to us.
The customer shall also be entitled to manipulate or convert the purchased item within the scope of regular business proceedings. This shall always be completed for us. In the case that the purchased item is manipulated using objects that do not originate from us, then we shall acquire joint ownership of the new item with regard to the value of the purchased item – our final invoiced sum plus sales tax shall be authoritative in this case – and the manipulated objects at the time of processing. Furthermore, the item resulting from manipulation shall also be subject to the same retention of title as the delivered purchased item.
In case the purchased item is inextricably integrated with objects that do not originate from us, then we shall acquire joint ownership of the new item with regard to the value of the purchased item – our final invoiced sum plus sales tax shall be authoritative in this case – and other integrated objects at the time of integration. In the case that integration takes place in a manner such that the customer’s item may be considered to be the main item, then it shall be agreed that the customer shall transfer joint ownership to us. The customer shall preserve sole ownership or joint ownership for us.
The customer shall also relinquish claims against third parties to us that result from integration of the purchase item with real estate as a security on our own claims against the customer.
We shall be obliged upon request by the customer to release our securities insofar as the value of our securities exceeds the secured claim by more than 10%. The selection of securities to be released shall be determined by us.
11. Court of jurisdiction
The court of jurisdiction shall be the company’s location in Weilheim, Germany. Nevertheless, we reserve the right to bring suit against the customer at the customer’s court of jurisdiction.
12. Place of fulfilment
Provided nothing otherwise results from the order confirmation, then our company’s location in Weilheim, Germany, shall be the place of fulfilment.
13. Applicable law
The laws of the Federal Republic of Germany shall apply; the UN Convention on Contracts for the International Sale of Goods shall not apply.
Post office box 16 30
Court of register:
Munich HRB 169642
ILN 40 03866 00000 5
Dieter Reis, Marcus B. Teschner