I. Scope of validity

( 1 ) These terms of delivery and payment apply to the exclusion of all others; we do not accept or acknowledge contradictory terms, or purchaser's terms which deviate from these, unless we expressly agree to them in writing. A purchaser's terms and conditions which we do not expressly accept are not binding on us, even if, in individual cases, we do not raise any objection to them and make the delivery to the purchaser without reservation.

( 2 ) All agreements between the parties to the contract are in writing. Any differing additional agreements must be confirmed in writing. Any provisions agreed on an individual basis in a contract as part of the contractual relationship take precedence over “Terms and conditions of delivery and payment“. In the event that individual provisions become invalid, the remaining provisions remain valid.

( 3 ) Our statements and declarations in respect of the object of delivery and performance (e.g. drawings, illustrations, weights, measurements, utility values) are to be deemed approximate. They are not assured characteristics, but descriptions or identifications of the goods.

II. Ordering and acceptance of orders

( 1 ) All orders which the purchaser places with us directly or through field workers must be confirmed by us in writing in order to be accepted.

( 2 ) We specifically reserve the right, within the framework of technical progress, to make deviations from the articles which are ordered or delivered, in particular in respect of materials and design.

III. Delivery time/scope of delivery

( 1 ) The delivery dates stated by us are not binding unless we specifically confirm them to the purchaser in writing as a "binding date of delivery". They refer to the time of dispatch of the consignment and are kept to when the purchaser is informed that the goods are ready for dispatch.

( 2 ) Delivery periods only commence when agreement has been reached in respect of all details of the delivery, including the technical design of the object of delivery. If, following the confirmation of the order, the purchaser calls for a material alteration, and if we agree to this, then the delivery period only commences with confirmation of the last alteration.

( 3 ) Delivery periods are extended - without prejudice to our rights resulting from default on the part of the purchaser - by the period of time by which the purchaser fails to meet his obligations towards us in respect of this contract (e.g. securities or payments). This applies correspondingly to the delivery periods.

( 4 ) Part-deliveries are permitted. In the case of special articles for the purchaser, deviations of +/- 10% from the quantity ordered are permitted on delivery.

( 5 ) In other respects, in the case of a default for which we bear the responsibility, the purchaser is only entitled to assert further rights when an additional period of time of at least 3 weeks following the start of the default has expired without results.

IV. Dispatch

( 1 ) Dispatch of the goods takes place from our headquarters in Bünde for the account and at the risk of the purchaser. In the absence of any special agreements, we are free in our choice of the transport company and the means of transport. In this case, the risk is also transferred to the purchaser when dispatch takes place from the supplier's registered office if freight-free delivery has been agreed.

( 2 ) If dispatch is delayed for reasons which are the responsibility of the purchaser, then risk is transferred to the purchaser at the time the goods are ready for dispatch. Any costs incurred as a result of the delay (in particular storage costs) shall be borne by the purchaser.

( 3 ) Packing will be charged at 2% of the net value of the goods.

V. Liability for defects

( 1 ) The purchaser is obliged to examine the goods immediately after they are delivered and to inform us immediately and in writing of the existing defects. Defects about which a late complaint is made, i.e. contrary to the above obligation, are excluded from the liability for defects.
Notifications of defects which are asserted to field workers, transport companies or other third parties are not deemed to be correct notifications within the time stipulated.

( 2 ) In the event that the goods must be returned to us because a defect makes their return necessary, this can only take place with our prior agreement to this. We do not need to accept consignments which are returned without our prior agreement. In this case, the purchaser shall bear the costs incurred in returning the consignment.

( 3 ) In the event that a remedy of defects or delivery of a replacement is effected on the basis of a justified complaint, the regulations regarding the delivery time shall apply accordingly.

( 4 ) The existence of a complaint which has been established as such and a defect about which a complaint has been correctly submitted justifies the following rights on the part of the purchaser:

( a ) First, in the event of defectiveness, the purchaser has the right to call for subsequent fulfilment on our part. The purchaser is obliged to grant us an appropriate period of time, which shall be not less than three weeks and shall be agreed between ourselves and the purchaser, for subsequent fulfilment to allow us to remedy the breach of duty.

( b ) We, at our own discretion, have the right to choose whether to make a new delivery or whether to repair the defect.

( c ) Furthermore, if an attempt at subsequent fulfilment is unsuccessful, the supplier has the right to carry out another subsequent fulfilment, again at his own discretion.

( d ) Only if the second attempt at subsequent delivery is unsuccessful or if the period allowed for subsequent performance has expired without success is the purchaser entitled to withdraw from the contract or to reduce the purchase price.

( 5 ) We are liable in accordance with the legal provisions, insofar as the customer asserts a claim for damage which is based on intent or gross negligence, including on the part of our representatives or vicarious agents. Insofar as we are not charged with intent or gross negligence, our liability for damages is restricted to the foreseeable damage which typically occurs.

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( 6 ) We shall be liable in accordance with the legal provisions if we culpably violate an essential contractual obligation. However, in such a case the liability shall be limited to the foreseeable damage which typically occurs.

( 7 ) The liability due to culpable injury of life, body or health shall remain unaffected; this also applies to the mandatory liability in accordance with the Product Liability Law.

( 8 ) Insofar as not otherwise agreed in the foregoing, any and all liability shall be excluded.

( 9 ) If the purchaser is solely or mainly responsible for circumstances which would entitle him to withdraw or if the circumstance which would justify withdrawal has taken place during delay in accepting the goods, then withdrawal is excluded.

( 10 ) The warranty period is 12 (twelve) months following the handing over of the goods. In each case the supplier shall prove that the defect existed at the time of delivery.

VI. Overall liability

( 1 ) Any further liability for damages other than those provided for in § 5 shall be excluded – regardless of the legal nature of the asserted claim. This shall, in particular, apply to claims for damage resulting from culpa in contrahendo, due to other breaches of obligations or due to claims in tort for the compensation of property damage in accordance with § 823 BGB [German Civil Code].

( 2 ) The limitation in accordance with para. (1) shall also apply if, in the event of a claim for damages,  the customer claims compensation for useless expenditure instead of performance.

VII. Nature and condition of the product, exclusion of risk of procurement and warranties

( 1 ) We are only liable in respect of the suitability of the goods for specific purposes of use if the nature and condition were expressly assured. In all cases the nature and condition of the goods are only deemed to have been agreed on as per the description of the product in the confirmation of order, the system descriptions or the supplier’s product information. Public statements or advertising do not represent the nature and condition according to contract.

( 2 ) We do not assume any risk of procurement and we assume no warranties of any kind whatsoever unless a specific written agreement with the purchaser has been concluded in this matter.


VIII. Prices

Calculation of prices is ex supplier's registered office, in EURO, plus the currently valid sales tax. The prices are valid for the scope of performance and delivery stated in our confirmations of order. Additional or special performance will be charged for separately. The calculation of the additional charge for increases in the costs of materials will be shown separately on the basis of current prices. Please note that in the case of orders with a net value of less than € 100.00, the customer must pay a surcharge in the amount of € 25.00.

IX. Terms of payment

( 1 ) All invoices, commencing on the invoice date, are to be paid with 2% discount for payment within 14 days or 30 days net cash (excluding tool invoices and sales of system solutions, immediately, net cash).

( 2 ) If the period allowed for payment is exceeded, and following the issuing of a reminder, interest on payments in arrears of 8% over the basis rate shall be paid in respect of the invoice amount.

( 3 ) If cheques or drafts are not credited punctually by the drawee, then at this time all other existing claims on our part in respect of the purchaser become due for payment. All other periods allowed for payment lapse. This also applies if a claim has not been paid when it is due.

( 4 ) With the exception of undisputed or final and absolute claims, the withholding of payment or the offsetting of payment on the grounds of the purchaser's existing counter-claims is excluded.

( 5 ) All our claims against the purchaser, irrespective of the legal relationship involved, are due for immediate payment if a state of affairs arises which, in accordance with legal or contractual provisions, entitles the supplier to withdraw from the contract.

X. Reservation of title

( 1 ) All goods delivered by us remain our property until the purchase price has been paid in full and until complete settlement of all claims resulting from the commercial relationship (extended reservation of title) have been met in full.
Any kind of disposal whatsoever by the purchaser involving the goods to which title has been reserved is only permitted in the purchaser's ordinary course of business. However, under no circumstances may the goods be transferred to third parties by way of security in the ordinary course of business.

( 2 ) In the event of the sale of the goods in the normal course of business, the purchase price paid takes the place of the goods. The purchaser herewith assigns to us all claims resulting from any possible sale. The purchaser is authorized to collect the sum due for as long as he fulfils his financial obligations in respect of ourselves. With regard to the extended reservation of title (assignment of future claim in respect of each claim for the purchase price), assignment to third parties, in particular to a financial institution, is contrary to the terms of the contract and hence not permitted. We are entitled to inspect the purchaser's sales documentation at any time and to inform his customer(s) of the assignment.

( 3 ) If the purchaser's claim resulting from the resale has been included in a current account, then the purchaser herewith also assigns to us his claim from the current account in respect of his customer. The assignment is for the sum for which we had charged the purchaser for the goods to which title had been reserved and which had been resold.

( 4 ) In the event of an attachment of the goods on the purchaser's premises, we shall be informed immediately together with a copy of the debt enforcement report and an affidavit that the goods which have been attached are the goods which were delivered by us and to which title has been reserved.

( 5 ) If the value of the securities as per the above paragraphs in this clause will exceed by more than 20% and for the foreseeable future the amount of the outstanding claims which they secure, the purchaser is entitled to call upon us to release securities insofar as the excess exists.

( 6 ) The assertion of our rights resulting from the reservation of title does not release the purchaser from his contractual obligations. The value of the goods at the time they are taken back will only be offset against our existing claim against the purchaser.

( 7 ) The processing or transformation of the goods to which title has been reserved takes place for us as manufacturers within the meaning of § 950 BGB without binding us. The processed or transformed goods are goods to which title has been reserved within the meaning of this agreement. If the purchaser processes or transforms the goods with other goods which are not in our possession, we are entitled to co-ownership of the new goods in the ratio of the invoice value of the goods to which title has been reserved to the amount of the invoice value of the other goods used and of the value of the processing or transformation. The purchaser shall store the new goods for us at his own expense. If the goods to which title has been reserved are mixed with or connected to other objects and in consequence our ownership of the goods to which title has been reserved lapses (§§ 947, 948 BGB), then the purchaser's rights in respect of ownership or co-ownership of the mixed stock or the uniform goods shall be transferred to us in the ratio of the invoice value of our goods to which title has been reserved to the sum of the invoice value of the other mixed or connected goods. The purchaser shall store the goods for us at his own expense.

XI. The supplier's right to withdrawal

We are entitled to withdraw from the contract for the following reasons:

( a ) If, contrary to the assumption existing prior to the conclusion of the contract, it transpires that the purchaser is not creditworthy. Absence of creditworthiness can be assumed ipso jure in the event of a protest in respect of a bill of exchange or cheque, suspension of payments by the purchaser, or an unsuccessful attempt at foreclosure in respect of the purchaser. It is not necessary for these to relate to the relationships between ourselves and the purchaser.

( b ) If it transpires that the purchaser has made incorrect statements regarding his creditworthiness and these statements are of material importance.

( c ) If our goods to which title has been reserved are sold other than in the regular course of business, in particular by transferring them as security or by pledging them. The only exceptions are if we have provided our written agreement to the sale.

XII. Place of performance and jurisdiction

( 1 ) Insofar as the customer is a business person, our headquarters in Bünde shall be the exclusive place of jurisdiction. However, we are also entitled to sue the buyer at the court where he is situated.

( 2 ) All obligations resulting from the contractual relationships are deemed to be fulfilled at our headquarters in Bünde.

( 3 ) This agreement is subject to the law of the Federal Republic of Germany to the exclusion of the UN Purchase Law.

Update 03.2009

The English-language version of this terms and conditions of delivery and payment is provided for reference purposes only. The German language version has sole legal validity.