Terms of sale and delivery
Status: March 2020
The following terms and conditions shall apply to all our offers, sales, deliveries and services and shall become part of the contract unless otherwise agreed in writing. This also applies if these conditions are not referred to separately in individual cases. The following terms and conditions shall also apply to all future business relations, even if they are not expressly agreed again.
Other terms and conditions shall only apply if they have been expressly accepted by us in writing. They shall not bind us without recognition even if we do not expressly object to them.
The buyer accepts these terms and conditions of sale and delivery at the latest with the order confirmation, the acceptance of the goods (complete or partial delivery) or the payment of the invoice.
I. Contract conclusion
- Our offers are subject to confirmation. The buyer's order shall in principle constitute a binding offer. Our written confirmation or delivery of the ordered goods is always required for our contractual commitment. Modifying or supplementary agreements, in particular with our field service, are only valid after our written confirmation.
- Drawings, illustrations, dimensions, weights and other performance data are only binding if they have been expressly agreed in writing.
- Prices and conditions stated in offers are binding for us for a maximum of 30 days. Services exceeding this period will be charged additionally.
- If delivery is not made until more than 4 months after the conclusion of the purchase contract, any price increases that may have occurred in the meantime shall be borne by the buyer. We may withdraw from the contract without a grace period if the buyer does not accept the new price, without the buyer being entitled to claim performance or damages. In the case of forward orders, the conditions at the time of delivery shall apply.
- Unless otherwise agreed, our prices are ex works and do not include packaging. All prices are in euros plus the statutory value added tax.
- The delivery periods are non-binding and approximate. Agreed delivery periods shall apply ex works and shall be observed as far as possible. Reasonable partial deliveries are permissible.
- The delivery periods shall be extended appropriately in the event of events for which we are not responsible, including strikes and lockouts, power and water failures, failure of deliveries by our suppliers, fire, war, natural events and transport difficulties, insofar as such events demonstrably have a significant influence on the completion and delivery of the delivery item. The same shall also apply if the events occur during an already existing delay.
- If we are in default with the delivery for other reasons for which we are culpably responsible, the buyer must set a subsequent delivery period of 4 weeks. For goods in stock that are ready for dispatch, the subsequent delivery period shall be 7 days. The additional delivery period can only be set after expiry of the delivery period and is calculated from the day on which we receive the registered letter from the buyer.
- If we are also unable to deliver within the period of grace, the buyer shall be entitled to withdraw from the contract.
- Delivery is made ex works/warehouse in all cases at the risk of the buyer. At the buyer's request, the goods will be insured by us against transport risk at the buyer's expense. The transport route and the means of transport shall be determined by us.
- The minimum order amount is Euro 800,- net value of goods for shipment within Germany.
- The shipments shall be made free of freight charges and costs.
- Returned packaging and equipment material will not be reimbursed.
III. Terms of payment
- All invoice amounts are payable within 10 days of the invoice date with a 2% discount or 30 days net cash.
- Bills of exchange shall only be accepted by special agreement, whereby all costs shall be borne by the buyer.
- In the event of payment later than 30 days after the invoice date or after the agreed due date, interest on arrears amounting to 9 percentage points above the base interest rate as well as a flat-rate arrears fee of Euro 40 shall be charged.
Before payment of due invoice amounts including default interest, we shall not be obliged to make any further delivery under any current contract. If the buyer is in arrears with a due payment or if there is a significant deterioration in his financial circumstances, we may demand cash payment before delivery of the goods for all outstanding deliveries, with the payment term being waived.
Under the same condition, we can make all our claims - including bills of exchange - due immediately.
In addition, we are entitled, at our discretion and to the exclusion of § 323 BGB (German Civil Code), to withdraw from this and the other current contracts with the buyer, to claim damages for non-performance or, without exercising the right of withdrawal, to demand the return of the goods already delivered.
- The buyer shall not be entitled to assert a right of retention against due payment claims or to offset them with counterclaims, unless counterclaims are undisputed by us or these are titled. Offsetting with any other counterclaim is possible insofar as this is synallagmatically linked with the main claim offset.
- Bills of exchange and cheques are only accepted on account of performance.
IV. Retention of title
- All goods delivered, even if they have been paid for but are still in the possession of the buyer, shall remain our property until full payment of all claims, including future claims, arising from the business relationship, including all ancillary claims - irrespective of the legal grounds on which they are based - and until the bills of exchange and cheques issued for this purpose have been honoured.
- The buyer is entitled to process and sell the goods subject to our retention of title within the scope of his ordinary business operations. The buyer may neither assign nor pledge the goods subject to retention of title or the items produced from them as security.
- By processing, the buyer does not acquire ownership of the new item in accordance with § 950 BGB (German Civil Code). The processing is carried out by the buyer for us. If the goods subject to our retention of title are processed with other items belonging to the buyer or also delivered under retention of title, we shall acquire co-ownership of the new item in the ratio of the invoice value of our goods subject to retention of title to the invoice value of the other processed items.
- The buyer hereby assigns to us his claims from the resale of the goods subject to retention of title in the corresponding ratio, irrespective of whether the goods subject to retention of title are sold without or after processing and whether they are sold to one or more buyers.
- The buyer assures that at the time of the conclusion of this contract there is no global assignment to another party. We authorise the buyer to collect the claim from the resale until revocation. The Buyer's authority to collect shall lapse without further ado if the Buyer ceases to make payments, if execution is levied against the Buyer, if the Buyer is requested by the court to make a statement of assets and liabilities in order to disclose its financial circumstances or if an application is made to open judicial or extrajudicial composition or insolvency proceedings against the Buyer's assets.
Our authority to collect remains unaffected by the buyer's authorisation to collect. We ourselves will not collect the claims as long as the buyer meets his payment obligations.
Upon our request, the buyer shall immediately inform us of the debtors of the assigned claims and notify the debtors of the assignment.
- We must be notified immediately by registered letter of any impairment of our property and any seizure thereof, which the buyer must object to immediately. The buyer undertakes to inform us immediately upon request about the existing stock of goods, about the processing or combination of the goods subject to retention of title with third-party goods as well as about the claims arising from the resale or to submit an invoice.
- If the buyer does not fulfil an obligation towards us or if circumstances arise which make our right appear to be at risk, we can take direct possession of the reserved goods without having previously declared our withdrawal from this purchase contract or having set a period of grace for the fulfilment of the obligation. If we take back goods subject to retention of title while releasing the buyer from his obligation to accept and pay the purchase price, we may demand at least 25% of the invoice value of the goods subject to retention of title as damages for non-performance. The proof of a higher damage remains unaffected by this.
- The retention of title is conditional in such a way that upon full and final settlement of all claims arising from the business relationship with the buyer, the title retained by us shall pass to the buyer without further ado and the assigned claims shall accrue to the buyer. If the value of the securities to which we are entitled exceeds our claims by more than 20% in total, we are obliged to release the securities at the buyer's request if their value exceeds the claims to be secured by more than 20%.
- We provide a warranty for the perfect condition of our goods - to the exclusion of further claims such as, among other things, compensation for direct or indirect damage - in such a way that we subsequently deliver faultless goods within a reasonable period of time in accordance with our condition (subsequent performance). If the supplementary performance fails, the buyer shall be entitled to reduce the purchase price or, at his option, to withdraw from the contract.
- The products produced by us are generally manufactured in accordance with the quality and designation regulations RAL 040 A without any assurance to this effect. The length dimensions include the tip. Technically unavoidable and customary deviations in the quality and appearance of the goods do not entitle to a notice of defects.
- The buyer is obliged to inspect the goods delivered by us immediately after delivery. If this reveals a defect, the buyer is obliged to notify us in writing of any defects in the goods delivered by us without delay, but at the latest within a period of 7 days from receipt of the goods, and in the case of hidden defects within a period of 7 days from their discovery at the latest.
- We do not accept any liability for the bar codes (EAN No.) affixed to our products with regard to their electronic readability.
- Dimensional tolerances are possible for technical production reasons.
- Warranty claims of the buyer become statute-barred 12 months after handover.
VI. Withdrawal, liability
- Non-fulfilment of our terms of payment, subsequently received unfavourable information, deterioration in the financial circumstances of the buyer entitle us to withdraw from the purchase contract subject to claims for damages.
- Liability on our part - irrespective of the legal grounds - is excluded to the extent permitted by law. This also applies to any liability based on statutory provisions on data protection.
VII. Jurisdiction and applicable law
The place of performance for all mutual obligations arising from the delivery transaction is Glinde and the sole place of jurisdiction for all disputes is exclusively Lübeck. However, we are also entitled to sue the buyer at his general place of jurisdiction. The contractual relationship between the buyer and us shall be governed exclusively by the law of the Federal Republic of Germany, even if the buyer has his place of residence or business abroad. The application of the Uniform Law on the International Sale of Goods and the Law on the Formation of Contracts for the International Sale of Goods is excluded.
VIII. Severability clause, data protection, written form requirement
- The contract shall remain binding and effective in its remaining parts even if parts of these terms and conditions are legally ineffective.
- The buyer agrees that we may process, in particular store or transmit to a credit protection organisation, the data about the buyer received in connection with the business relationship in compliance with the Federal Data Protection Act for the fulfilment of our own business purposes, insofar as this is done within the scope of the purpose of the contract or is necessary to safeguard our legitimate interests and there is no reason to assume that the buyer's interest worthy of protection in the exclusion of the processing, in particular the transmission, of this data prevails.
- Amendments or supplements to this contract must be made in writing. If they do not comply with this requirement, they shall be null and void. This shall also apply to amendments to the written form clause.
Ex works, fob german seaport or fob german airport from an order value of Euro 2.500,- (overseas Euro 5.000,-). For deliveries in countries which don’t belong to the pool of Euro pallets the pallets must be invoiced.
Terms of payment:
For initial orders payment in advance through banker’s check, irrevocable letter of credit or cash against documents.
All prices indicated in this pricelist are quoted net. For any discounts please refer to the Export department.
Ex usine, franco à bord du naivre ou de l’avion d’une valeur d’ordre de Euro 2.500,- (outre-mer Euro 5.000,-). Aux livraisons dans des pays qui ne sont pas du nombre du Pool pour Europalettes il nous faut facturer les palettes.
Mode de paiement:
Pour le premier ordre il faut le paiement en avance par cheque bancaire, accréditif irrévocable ou contre documents.
Tous les prix indiqués dans cette liste s’entendent net. En ce qui concerne des rabats veuillez contacter le service des exportations.