AGB

General Terms of Sale and Delivery

1. Our quotations are without obligation. Verbal agreements or commitments by our representatives are only binding when they have been confirmed by us in writing.
The prices indicated in the quotations or order confirmations are net prices, exclusive of value-added tax. They refer to the demands known to us with respect to the specified quantities at the time of submission of the quotation or the confirmation of the material condition, measurement tolerances and manufacturing conditions. Subsequent requests for changes shall require our express approval and justify us in adjusting the price accordingly. Information contained in our brochures such as measurement results or weights, drawings and other specifications are only approximate and only become binding on us after our express confirmation. We reserve the right to illustrations, drawings including technical drawings, sketches and other documents, as well as tools, moulds and equipment; they remain our property and must not be passed on to third parties without our express approval. The Buyer assumes fully responsibility for ensuring that the supply of the drawings by the Buyer or the production in accordance with his suggestions or in accordance with his specifications does not infringe patent rights or copyrights of third parties.
2. The acceptance of orders by us requires confirmation in writing for its legal validity. Orders are accepted exclusively on the basis of these General Terms of Sale and Delivery. Supplements, amendments and verbal agreements shall also require written confirmation by us for their legal validity. Deviating purchasing terms of the Buyer are not accepted, event if they are made the basis of the order placement by the Buyer and are not expressly contradicted by us.
3. Indications of delivery dates are only approximate and without obligation.
a. The delivery is subject to the timely and proper delivery to us. We assume no procurement risk.
b. In the event of a delay in delivery, the Buyer shall be entitled – on fruitless expiry of a reasonable grace period – to withdraw from the part of the contract that has not yet been fulfilled. Further claims by the Buyer, in particular claims for damages, will not be accepted in cases of minor negligence. In all other points, our liability is governed by clause 6 of these General Terms.
c. In the event of force majeure or other temporary events beyond our control directly or indirectly affecting the manufacture or delivery of the goods, we shall be relieved of our contractual obligations for the duration of the hindrance or may withdraw from the part of the contract that has not yet been fulfilled.
4. The quantity ordered by the Buyer will be delivered wherever possible. Normal commercial deviations in quantities are admissible. Any difference in quantity from the quantity shown in the delivery note or invoice must be reported to us in writing immediately on receipt of the goods. Partial delivery are admissible, insofar as they are reasonable for the Buyer.
5. Insofar as no special demands are notified to us and accepted by us, the incoming goods inspection on the Buyer's premises shall be carried out in accordance with the manufacturer's instructions for the products supplied or for comparable products.
a. Obvious defects in the goods must be reported in writing immediately on receipt of the goods, other faults immediately on their discovery. In the event of unjustified complaints that have led to a comprehensive examination of the goods, the costs of the examination may be charged to the Buyer.
b. In the event of a justified and timely complaint of a material defect, we may at our discretion subsequently fulfil our obligations either by remedying the defect or by supplying new defect-free goods. A precondition in both cases is that the goods are returned to us.
c. If the subsequent fulfilment is not successful, the Buyer may withdraw from the contract or demand a reduction in the purchase price. Damages will be paid only in accordance with the provisions of clause 6 of these General Terms.
6. We assume unlimited liability in accordance with the German Product Liability Act and in cases of intentional or grossly negligent infringement of our obligations. We also assume unlimited liability in cases of culpable harm to live, body or health. We assume liability for property damage and financial damage caused by minor negligence only in cases where the infringement of such obligations whose fulfilment is fundamental to the correct execution of the contract and whose fulfilment the Buyer can reasonably expect ("fundamental contractual obligations"), but limited to the typical contractual damage foreseeable at the time of conclusion of the contract. Our liability shall be ruled out in all other cases.
7. Payment of the purchase prices shall be in accordance with the terms laid down in the order confirmation.
a. In the event of delays in payment, interest will be charged at a rate of 8% p.a. over the respective basic interest rate. This shall not affect other claims, in particular claims for compensation of the damage caused by the delay.
b. If it becomes known after conclusion of the purchase contract that the Buyer is in serious payment difficulties that endanger the fulfilment of the purchase contract, we may immediately demand cash payment or securities before delivery of the goods, irrespective of the agreed period for payment.
c. No payments may be made to our representatives; all payments must be made exclusively to us and without deduction. Any bank charges incurred shall be borne by the Buyer.
8. All goods delivered shall remain our property until all purchase price demands have been settled in full, in the case of payments by bill of exchange or cheque until the credit has been received on our account. The Buyer shall be entitled to process, mix or resell our products within the framework of his normal course of business.
a. We shall acquire a proportionate joint ownership of the goods produced by processing or mixing as security for our right in the ratio of the value of our goods to the value of the goods produced by processing or mixing at the time of processing or mixing.
b. The Buyer shall now already assign his rights from the resale of the goods supplied under retention of title to us. The Buyer can, as long as he fulfils his payment obligations towards us, collect the claim until revoked. If the realisable value of the securities held by us
exceeds our total demands by more than 10 %, we shall at the request
of the Buyer release the excess securities at our discretion.
c. We shall be entitled to demand the return of the goods supplied by us under retention of title by way of securities if we become aware that the Buyer is in serious payment difficulties. The exercise of the retention of title does not constitute at the same time withdrawal from the contract.
d. The Buyer is obliged to notify us without delay of all and any measures by third parties that could have an influence on the goods supplied by us under retention of title.
9. All legal relationships between us and the Buyer shall be subject to German law to the exclusion of the UN Sales Convention. If the Buyer is a merchant, Esslingen shall be the sole venue for all disputes arising out of or in conjunction with this contractual relationship. We shall also be entitled to take action against the Buyer at his general venue.