Conditions for Sales, Deliveries

These conditions of sale apply to business conducted with companies, legal entities in the public sector, and legal entities with special budget in the public sector. Our deliveries and services are carried out exclusively on the basis of the conditions stated below. Deviating purchasing conditions of the buyer will not become part of the contract, not even through acceptance of the order, unless we have expressly accepted them.

1. Offer and entering into a contract

The basis of our delivery contracts is the latest edition of our catalogue. Orders are not considered as accepted until they have been confirmed by us in writing. When goods are supplied from stock and, for organisational reasons, you receive no separate confirmation, the invoice has the additional function of confirming the order. Details of dimensions and weights, and illustrations, drawings and data are not binding and may be changed by us at any time. Deviations cannot be excluded.

2. Prices

Prices are quoted in EUR ex-works excluding turnover tax, packing, freight, carriage, and insurance. Unless otherwise agreed, our list prices on the day of delivery apply. In order to cover our costs, orders under EUR 50,– net value are subject to a small order surcharge of EUR 10,–.

3. Delivery

Delivery delays are quoted to the best of our knowledge but without guarantee. Agreed delivery delays begin on the day we accept the order and refer to the completion of the goods in our works.

4. Transfer of risk

Risks are transferred to you when the goods are passed to a specific person, company, or organisation that is charged with the execution of carriage of the goods. This applies also to partial deliveries and when we have accepted the costs of carriage, delivery or erection. The risks are also transferred to you when you have defaulted on acceptance.

5. Dispatch

Goods are supplied ex-works. Dispatch is at your cost and risk. Scheduled, FOB, and CIF deliveries are also at your risk. In the absence of specific instructions concerning dispatch, we will arrange same as we think fit, but without accepting any responsibility for choosing the cheapest or most suitable method of dispatch. We make a handling charge of EUR 5,– if goods are sent at your request to a third party. You accept that your order can be supplied in partial deliveries insofar as this is reasonable.

6. Reservation of proprietary rights

Goods delivered remain our property until payment of all claims has been received in full or until redemption of cheques given in payment. The cancellation of individual positions in an open invoice and the drawing of a balance and its acceptance do not affect proprietary rights. You have the right to dispose of the goods as a normal commercial transaction, but you are forbidden to pawn, mortgage, or transfer ownership of them in settlement of a debt or debts. You surrender to us herewith your right to payment for goods for which we reserve our proprietary rights. You have the right to collect these payments as long as you meet your obligations to us. If we request it, you are obliged to name the third party and we have the right to publish this information and the transfer of rights.

7. Cancellation rights due to late payment or insolvency

If you do not pay for the goods by the time payment is due, and if you have not paid after expiry of a reasonable time limit set by us, we have the right to withdraw from the contract and demand the return of goods already supplied. Rights under § 323 BGB (BGB = German civil law code) remain otherwise unaffected. Application for the opening of insolvency proceedings gives us the right to withdraw from the contract and demand the immediate return of goods supplied before the bankruptcy court orders protective measures.

8. Packaging

Packages comply with the German packaging regulations (WO). Disposable packaging is charged at cost. The packaging is not returnable.

9. Tooling costs

In the absence of any agreement to the contrary, tooling made for the execution of an order remains our property in all cases. This applies even if we have made a charge for a proportion of the tooling costs.

10. Payment

Our invoices are payable net within 30 days of the date of the invoice, or with 2% discount if paid within 10 days. Invoices below EUR 50,– are payable immediately without discount. Our credit notes and your charges on us reduce the amount subject to discount. Late payment entitles us to interest at the rate the bank charges us for a current account overdraft but at least 8 percent above the current base rate of the European Central Bank. If payment is overdue, we are entitled, after giving you notice in writing, to cease fulfilling our obligations under the contract until payment is received.

11. Offsetting exclusion

You can only offset payments with legally-established or unopposed counter claims.

12. Guarantee

If you come to an agreement with us on properties of the goods, we include this agreement in our technical specifications. If we have to supply to your drawings, specifications, samples, etc., you accept the risk associated with suitability for the intended purpose. The point in time at which risk is transferred is decisive for the contractual condition of the goods. The deterioration of parts subject to wear in the course of normal use does not constitute a defect. If the goods supplied are defective, we will – at our choice and within a reasonable time limit set by you – supply a replacement or repair the goods. If such repair or replacement is not satisfactory, you have the right to reduce the price or withdraw from the contract. Any further guarantee claims are excluded. Recognisable defects must be notified at the latest within 10 days of receipt and defects that are not recognisable must be notified as soon as they are discovered. The guarantee period is 24 months and starts with dispatch of the goods from our works.

13. Hindered or impossible performance

If we are prevented from meeting our obligation by some unforeseeable event (e.g. disruption of our plant, or delay in the delivery of important raw materials), which, in spite of taking all reasonable care appropriate to the circumstances of the case, we have been unable to avert, and it has become impossible to execute the delivery or service punctually, the delivery delay will be extended to an appropriate extent.

14. Liability

Except in the case of injury to life or limb, or damage to health caused by our breach of duty, we are only liable in the event of intent or culpable negligence on our part.

15. Customer specials

Orders for customer specials must be in writing and include binding details of execution, quantities etc. For technical reasons we reserve the right to supply 10% more or less than the quantity specified. If technical changes or cancellation are required, the costs incurred will be charged to the customer.

16. Deliveries of samples and return of goods

Samples will be charged. When goods have been sent for testing or as samples, we will credit you with the additional price against subsequent orders, as long as the net contract value is at least EUR 125,–.
The return of goods is only possible with prior agreement. Customer specials may not be returned. For goods returned for reasons outside our responsibility (e.g. wrongly ordered), we charge 10% of the value of the goods but at least EUR 7.50, to cover administration costs.

17. Place of fulfilment, court of jurisdiction

The place of fulfilment for all obligations arising from this contract is D-70707 Fellbach. The court of jurisdiction for any legal dispute arising from this contract is D-71332 Waiblingen. (All disputes that arise from this contract or about its validity will be decided by a court of arbitration according to the Arbitration Rules of the German Committee for Arbitration Courts/Settlement and Arbitration Procedure of the International Chamber of Commerce. Such decisions will be final and normal legal procedures are excluded.) German law applies (BGB and HGB = civil and commercial codes). The application of UN purchasing law (CISG) is excluded.

18. Validity clause

If individual conditions should be found to be not legally valid, the remaining conditions continue to apply. The invalid conditions will be replaced by conditions which fulfil as closely as possible the commercial intent of the contract with reasonable consideration of the interests of both parties. With the publication of these Conditions for Sales, Deliveries and Payment, all previous versions become invalid. This does not apply to contracts agreed before publication.