Terms

Terms & Conditions

The following conditions apply to all - even future - deliveries and services, unless otherwise agreed in writing between the Parties.


1. Contract conclusion

Orders are only binding for the Seller following written confirmation or invoice is issue. General terms and conditions of the Buyer are hereby rejected. They shall also not be recognised if they are not objected to by you upon receipt from the Seller. General or individual terms that contradict or supplement these terms and conditions shall only be binding if they are included in the agreement or approved in writing by Seller.

2. Jurisdiction and place of performance - legal
The place of performance and jurisdiction is Mülheim a.d. Ruhr. The jurisdiction agreement shall also apply to the cases of § 38 paragraph 3 of the German Code of Civil Procedure (ZPO). Solely the law of the Federal Republic of Germany shall apply. The despatch risk from the place of performance is carried by the Buyer, even if the delivery was agreed as freight paid or free within Germany. For all other obligations regarding the the place of performance arising from the contract, particularly for the delivery and handover of goods by the Seller, as well as the examination of the goods by the Buyer in accordance with § 377 of the German Commercial Code (HGB), the place of performance is the European port of arrival for non-European goods, which reach the Buyer from this port of arrival and not Müllheim a.d. Ruhr. With reference to goods by from sellers in European continental suppliers, the place of performance for the delivery and acceptance is the agreed point of destination.

3. Licences and permits
The contract is concluded subject to final and timely issue of the necessary export and import license and / or other official authorisations that are required for the completion of this transaction.Force majeure and other circumstances that are beyond the control of the Seller and make the delivery difficult or impossible, release the Seller from performing this contract. Claims for damages are excluded. In such cases, the Seller is entitled to postpone delivery until a reasonable period following the removal of the impossibility or inability, or to release himself from his delivery obligations.
Should the Buyer contest the existence of these conditions, then he is to prove this. Moreover, any compensation due to non-performance or delay is excluded. If delivery is impossible for the
reasons stated above, the two parties are entitled to right of withdrawal for 3 months following the original delivery date. However, the Buyer is delayed in the acceptance or if the risk has already been transferred to him, the Buyer remains obliged to perform. The Buyer then has no right of withdrawal.

4. goods - quality - quantity - type
The goods must be of sound and commercially standard quality in accordance with the description. The Seller does not guarantee that the product is suitable for the use for which it is intended or used. Nor is he liable for hidden, for inherent or other defects, which appear following training on the goods, or for damages that arise during use when working. In the event of *differences in quality, the Buyer has no right to compensation, nor may he demand require spare parts or conversion. He can, however, request payment of the loss in value, unless the Seller has already agreed to take back the goods, in which case the transaction is considered as annulled, except for all mutual claims for damages. The Buyer is to then has to keep the goods at the disposal of the Seller at the agreed destination, and to hand them over there. Complaints that do not reach the Seller within 7 days - 14 days if outside the Federal Republic of Germany - following delivery of the goods to the agreed destination, are late and void. Complaints are also only valid if they are made in writing within the specified time and the goods are still in their original condition. A complaint does not exempt the buyer from payment of the purchase price. Complaints about dimensions will only be accepted if the difference is demonstrably beyond a tolerance of 3% upward or downward. To comply with the deadlines set out in the conditions, it is sufficient to send the written complaint within the deadlines at a post office, whereby the date of the postmark is authoritative, or to send a telex.

5. Transfer of risk
The risk is transferred to the Orderer or Buyer when the goods are despatched, even with partial deliveries. If delivery of the goods is delayed at the request of the Buyer or due to other circumstances for which the Seller is not responsible, the risk shall pass to the Buyer upon notification of readiness for shipment.

6. Shipping
Unless there are special shipping instructions, the Seller shall ship the goods to the best of his knowledge. In any case, the Buyer is obliged to accept the delivered goods. Delivery is free from the departure station on the account and risk of the recipient. The Seller is entitled to make a partial delivery, without seeking the consent of the Buyer. In terms of payment, each partial delivery is considered as a separate transaction.

7. Prices and payment
Unless another currency is agreed, prices are in euros. Payments are to be made in the calculated currency. Should other currency and means of payment be accepted by the Seller, it is hereby instructed to obtain the calculated means of payment. The Buyer is to immediately pay any transaction differences upon demand by the Buyer. The Buyer shall bear any any increases in freight charges, foreign currency transaction rates, insurance rates, customs duties, taxes or other levy increases of any kind, as well as the import, export and customs regulations, which arise during the term of the contract. Invoices are payable in full in cash, net within 30 days or within 10 days with a 2% discount.. An open payment may not exceed 30 days following the payment deadline. If the payment period is exceeded or if the payment has not been made by the agreed payment date, a default occurs without a reminder. From the day of default, default interest is payable at the rate of 5% above the discount rate of the Deutsche Bundesbank. The right to claim a higher interest rate for default damages is reserved. Assignments, bills of exchange or cheques will only be accepted on account of performance. The Buyer shall bear the cost of collection and discount charges, as well as duties on bills of exchange. Passing to a third party and prolongation do not mean fulfilment. Acceptance of bills of exchange also does not represent a respite of the claim to the purchase price. The Seller may exercise his rights from the sales contract at any time. The purchase price is fulfilled when the recourse against the Seller of the submitted bill of exchange is excluded, and this is fully redeemed. Any exchange adjustment, however, must take place within 10 days following the start of the payment period. The payment date is the date on which the Buyer has demonstrably sent the payment.

8. Retention of title
The delivered goods remain the property of the Seller until full payment of the purchase price of all good deliveries within the business relationship, including all ancillary claims - when paying by cheque or bill of exchange, this means until these have cleared. Payments in the form of a bill of exchange, which is issued by the Seller and accepted by the Buyer shall only be regarded as made when the bill of exchange is redeemed by the Buyer and the seller is therefore exempt from the liability of the bill, so that the agreed retention of title (without prejudice to further agreements) and other reserved rights remain in favour of the seller, at least until redemption of the bill of exchange.

Until then, the Buyer is not entitled to pledge the goods to third parties, or to assign them as security. Insofar as they are processed or converted by the Buyer, the Seller is considered as the manufacturer in the sense of clause 950 of the German Civil Code (BGB) and acquires title to the interim or end products. The Buyer is then merely the custodian. The Buyer is entitled to resell the goods and product thereof in the ordinary course of business. The Seller hereby transfers any claims against third parties arising from the resale, or for any other legal reason, to the Buyer for their security, to the extent that the goods have been processed. As long as the Buyer meets his payment obligations towards the seller, he shall be entitled to collect these receivables on behalf of the Seller.

However, the Seller is entitled to be informed of the Buyers, on request, and give instructions. The Buyer must immediately notify the Seller of any access by third parties to the goods delivered under retention of title or to the transferred claims. The right of retention is also valid toward the forwarder to whom the goods are handed over at the request of the Buyer or the Seller. The goods under retention of title are to be handled carefully and insured against fire and water damage.

In cases of damage, insurance claims take the place of the reserved property and the proceeds from claims assigned in advance. If the secured claim increases by 25% because of retention of title of the existing security, the Seller shall release the paid delivery at his discretion. If, following the conclusion of the contract, there is a substantial deterioration in the financial circumstances of the Buyer or the Buyer states his inability to fulfil his obligations on time, the Seller is free to demand advance payment in cash at an amount to be defined by him or to make use of his legal rights (cancellation, damages, pp.). In this case, the Buyer must pay the Seller all costs and damages, as well as any lost profits. As part of this agreement, the Buyer is obliged to make disclosures to the Seller at any time on request, and to provide information, in particular about the whereabouts of the goods and the proceeds.