General Terms of Delivery 2017-02-21T17:08:21+00:00

General Terms of Delivery


I Conclusion of Contract

Conditions of Sale. Contractors in the sense of the Business Conditions are natural persons or
legal entities or legally competent personal corporations that carry out trade or independent
profession activity and with whom we enter into a business contact. Any deviating terms and
conditions of Buyer which we have not specifically accepted in writing shall be without
commitment on our part even if we have not specifically rejected them in writing. Our Terms and
Conditions of Sale shall also apply if we effect delivery to Buyer unconditionally in the knowledge
of contradicting terms and conditions of Buyer, or terms and conditions deviating from our
Conditions of Sale. Our Terms and Conditions of Sale shall also be valid for future dealings with the
2. Buyer shall not be permitted to assign any rights under the present contract.
3. Our offers shall be subject to change without notice. Any ancillary agreements, special
conditions, modifications or amendments of the present contract must be made in writing in order
to be valid. Any special agreements shall only apply to the specific case in question and not to
earlier or later transactions conducted with the Buyer.
4. The Buyer shall be committed to orders placed with us for two weeks from the date of receipt
by us. Any order placed on us shall only be binding with our written acceptance, notification of our
willingness to supply or actual supply. Buyer shall waive receipt of the acceptance declaration
pursuant to § 151 German Civil Code (BGB).
5. Our prices shall include the respectively valid Value Added Tax; starting from Ölbronn-Dürrn.
They shall also include shipping, installation and packaging costs. If no fixed prices are settled in
the contract, the prices valid as of the day of delivery shall be charged. Prices shall be valid for
four months from the date of signature of the purchase contract. Prices applicable on the date of
delivery shall apply if longer delivery periods have been agreed.
6. We shall retain all proprietary and copyright utilisation rights in costs quotations, drawings,
samples and other documents without restriction; these may not be made available to any third
parties. Any drawings or other documents forming part of an offer shall be returned to us
immediately on request if no order is placed with us. The Buyer’s rights of retainer thereupon shall
be excluded.
7. Confirmed prices are valid only if quantities are received for which these prices have been
confirmed. If the ordered volume should not be met, we shall be entitled, following our discretion,
to accordingly adjust the prices.

II Delivery

1. Delivery periods and deadlines which can be subject to binding or non-binding agreements must
be confirmed in writing in order to be valid. We reserve the right to make delivery deadlines
subject to proper and prompt delivery on the part of our suppliers.
2. Four weeks after us failing to meet a non-binding delivery period or a non-binding delivery
deadline the Buyer may demand us in writing to execute the delivery within an appropriate period
of time. Such reminder notice shall constitute delay on our part. If, in the event that we have made
default, the Buyer has granted us an appropriate additional time for fulfilment and this additional
time has passed without effect, the Buyer is entitled to withdraw from the contract. The Buyer
shall be entitled to claim for damages due to non-fulfilment amounting to the foreseeable damage
only in case that the delay was caused by intention or gross negligence.
3. If the buyer defaults in acceptance of supplies or if he fails to cooperate in any other way, we
shall be entitled to demand compensation for any damage or additional costs incurred. In this
event, the risk of fortuitous loss or fortuitous deterioration of the purchased goods shall pass to
Buyer on the date on which he defaults in acceptance.
4. The commencement of the delivery period specified by us shall be subject to the clarification of
all technical details. Notwithstanding our rights in connection with the default of the Buyer a
stipulated delivery deadline shall be prolonged by a period of time during which the Buyer is in
delay with his obligations in terms of this contract. Moreover, the delivery periods shall be
prolonged by periods of hindrances caused by force majeure.

III Liability for Technical Defects

1. At first, defects of our products shall be covered by the guarantee to additional correction or
supplementary delivery according to our discretion. If this additional fulfilment comes short, the
Buyer is entitled, generally at his discretion, to demand a reduction of the price or to withdraw
from the contract. However, if the contract is not fulfilled only in a minor way, especially in the
event of only minor deficiencies, the Buyer shall not be entitled to withdraw from it.
2. The liability for defects shall not cover natural wear, damages caused after the transfer of risks
due to faulty or negligent treatment, excess load, inappropriate operation means or operation
area and such that arise due to chemical, electrochemical or electric influences; unless they
constitute a precondition for use according to the contract. The aforesaid shall be applicable for
alterations and restoration work on the delivered products carried out inappropriately by the
Customer or third parties. Deviations in colour, shape, appearance or consistency that are minor,
due to production or that arise naturally are excluded from liability for technical defects.
3. If, following failed rectification due to a legal or technical defect, the Buyer chooses to withdraw
from the contract, he shall not be entitled to any further claim for damages due to the defect. If,
following failed rectification, the Buyer chooses compensation for damage, the goods shall remain
with the Buyer, if this is reasonable for him. Then, the compensation for damage shall be limited to
the difference between the purchase price and the value of the faulty product. This shall not apply
if the breach of the contract has been cunningly caused by us.
4. Contractors have to inform us in writing of apparent defects within a period of two weeks after
the receipt of goods; if they fail to do so, the claim under the guarantee may not be asserted. To
keep the period it is sufficient to post the notice in time. The entire burden of evidence for all the
preconditions of claim, including above all evidence for the defect itself, for the moment of
detection of the defect and for the timely manner of applying the claim shall be with the Buyer.
5. For contractors the guarantee period shall amount to one year as of the dispatch of goods.
This shall not apply, if the Buyer has failed to inform us on the defect in time (item 4 of this clause).
As regards used goods, the Buyer shall have to bear the burden of evidence for the defectiveness
of the product.
6. The quality of the goods shall generally be determined only by the product description of the
manufacturer. In addition, public announcements, lavish or advertising statements of the producer
do not constitute any description of the quality of the goods according to the contract.
7. We shall not grant the Buyer any guarantees in legal terms. Guarantees of the manufacturers
remain unaffected by this clause.

IV. Total Liability

As regards light negligent breaches of obligation, liability shall be limited to the foreseeable,
immediate average damage that corresponds to the type of the goods and is typical for the given
type of contract. This shall also be applicable in the event of light negligent breaches of obligation
of our accomplices. We shall not be liable to contractors for light negligent breaches of minor
contractual obligations. The aforesaid liability limitations do not apply to claims of the Buyer
resulting from product liability. Moreover, the liability limitations shall not apply in the case of body
and health injuries that can be attributed to us.

V. Payment

1. According to the agreement made, payment for deliveries is due, if not specified otherwise, no

later than 30 days from the date of invoice. Payment shall be executed in such a way that we have
the amount at our disposal on the due date. Any bill and discounting charges shall be borne by the
Buyer. Exchange and discount charges shall be borne by the Buyer. They are immediately due and
payable. For cash discount deduction a special written agreement is necessary. Payment shall be
executed in such a way that we have the amount at our disposal on the due date. Any bill and
discounting charges shall be borne by the Buyer.
2. If the Buyer falls into arrears with the payment of a receivable in connection with the business
relations, we shall be entitled to require interest on overdue payment at least to the amount
specified by the respective laws. Should we be able to prove higher damage caused by delay in
payment, we shall be entitled to enforcement. However, the Buyer shall be entitled to prove to us
that we have suffered no or a substantially lower damage due to the delay in payment. If the Buyer
falls into arrears, we shall incidentally be entitled to make due such receivables that have not yet
been due.
3. The Buyer shall only be entitled to set off his counterclaims, if these are valid, unquestionable or
approved by us. He shall be further authorised to exercise the right of retainer inasmuch that his
counterclaim is based on the same contractual relation. As far as the counterclaim is
questionable, the Buyer shall not be entitled to the right of retainer.
4. If the Buyer falls into arrears or fails to discharge a due bill of exchange, we shall be entitled to
take the goods back, or, if need be, to enter the Buyer’s premises and take away the goods.
Further, we can prohibit the resale and the transportation of the delivered goods. The removal of
the goods does not constitute a withdrawal from the contract.
5. If, subsequently, we will learn that circumstances have arisen that result in a material
deterioration of property conditions and if our payment claim would be endangered hereby, we
shall be entitled to make due our receivables in full and regardless of the due dates of eventually
received bills of exchange.
6. In the cases as detailed under the items 4 and 5 we can revoke the direct debit instruction
(VI/4) and require advance payment for outstanding deliveries.
7. The Buyer can prevent the legal consequences as detailed under the items 4 to 6 by sufficient
provision of a warranty deposit amounting to our endangered payment claim.
8. The legal provisions on the delay in payment shall remain unaffected. If the Buyer fails to
comply with his payment or acceptance obligations, we shall be entitled to demand compensation
for non-fulfilment of contract if the statutory prerequisites are met. In such cases, we shall be
entitled to demand 30 % of the agreed payment as compensation, whereby proof of the damage
incurred is not required. The Buyer shall be entitled to prove that no damage occurred or it was
lower than the presented lump-sum.

VI. Reservation of Ownership

1. All delivered goods remain our property (purchased items) until all payment claims are met,
especially also the respective remainder receivables that we are entitled to towards the Buyer in
respect of the business relations with him. This shall also be applicable for future and conditional
receivables, and also if payments are executed to especially marked receivables. If the purchased
goods are processed with other items that do not belong to us, we acquire co-ownership on the
new goods in a ratio of the purchased goods value to the other processed goods at the time of
processing. Moreover, the same shall apply for the goods that were created by processing, as
does for the purchased items delivered under reservation.
2. The Buyer shall only be entitled to resell the goods in the normal course of business and on his
normal conditions, as long as he has not fallen into arrears, provided that the receivables from
resale according to items 3 to 5 are transferred to us. He shall not be entitled to dispose of the
purchased items in any other way.
3. The Buyer’s receivables from resale of purchased items is already transferred to us. This shall
be considered a security in the same way as the purchased item. If the purchased item is
processed with other goods not belonging to us, we shall be transferred the receivables from
resale in the ratio to the invoice value of the other goods sold. When selling goods on which we
have co-ownership shares according to no. 2, we shall acquire the part that corresponds to our
co-ownership share.
4. The Buyer is entitled to collect claims from resale, unless we revoke the direct debit instruction
as specified in the cases detailed in sec. V/6. If we demand so, he is obliged to immediately
inform his customers of the transfer to us unless we do so ourselves and to provide us with the
necessary information and materials for the collection. The Buyer shall not be entitled to any other
transfer of receivables in any way. This shall also be applicable for factoring that the Buyer is also
prohibited to execute due to our direct debit instruction.
5. The Buyer is obliged to inform us immediately on attachment or other restraints on the part of
third parties.
6. On request of the Buyer, we shall be obliged to release securities to which we are entitled to the
extent that the value of such securities exceeds the claims to be secured by more than 20%; the
choice of the securities to be released shall be at our discretion.

VII. Shipment, Passage of Risk, Packaging, Part Delivery

1. We determine the means and way of shipping as well as the freight forwarder and shipper.
2. Goods that have been declared ready for shipment must be called off immediately, otherwise
we shall be entitled, after submitting a remainder, at our discretion to ship the goods at the
expense and risk of the Buyer or to store them and charge for them immediately.
3. If, not due to our fault, transport will be impossible in the envisaged way or to the envisaged
location at the envisaged time, we shall be entitled to ship the goods on a different way or to
another location; the arising extra cost shall be borne by the Buyer. The Buyer will have the
opportunity to make a statement beforehand.
4. As soon as the goods have been handed over to a freight forwarder or shipper, at the latest,
however, as soon as they leave the warehouse or the supplier’s premises, the risk – also that of
seizure – in the case of all business transactions – also franco and free domicile deliveries – passes
to the Buyer. We only provide for insurances after being thus directed by the Buyer as well as at
his expense.
5. We may make part deliveries in a practicable volume resulting in our entitlement to demand a
part payment in connection with the dispatched goods. In such cases, the Buyer shall be obliged
to remit settlement proportionate to such part deliveries in accordance with the terms of payment
specified under (V) above. Supplies of higher or lower volumes in comparison with the settled
volume, as is usual in the respective branch, are permissible.

VIII. Jurisdiction – Place of Fulfilment

If the Buyer is a business person entered in the commercial register, jurisdiction shall be Ölbronn-
Dürrn; however, we are entitled to sue the Buyer even at the court in his domicile. If not otherwise
stated in the order confirmation, the place of fulfilment shall be Ölbronn-Dürrn. In the event that,
after completion of the contract, the Buyer relocates his domicile or usual place of residence away
from the field of action of the Federal Republic of Germany, Ölbronn-Dürrn shall be the jurisdiction.
This also applies if the place of residence of the Buyer is unknown when legal action is brought.
The law of the Federal Republic of Germany shall apply. Application of the Hague Convention
relating to a uniform law on the international sale of goods (EKG and EKAG) shall be excluded.

Edition 10.09