1. Scope of application

Unless otherwise agreed, all contractual relationships shall be governed by the following supply and payment conditions in their most up-to-date version. We shall not in any way be bound to any other conditions of the customer. Any such conditions are hereby negated. This shall also apply if, in its own procurement terms, the customer excludes our terms and conditions and we do not expressly repeat our negation of the customer's terms. Any deviation from our terms and conditions requires our explicit written approval. This shall also apply if we supply goods unconditionally and with knowledge of deviating terms specified by the customer.

2. Quotations

Our quotations are non-binding. Any oral ancillary agreements and modifying or supplementary agreements must be confirmed by us in writing. Design documentation provided to the customer in the form of illustrations, drawings etc. shall be deemed approximate unless described by us as explicitly binding. None of the information or opinions contained in such documentation shall constitute a guarantee as to the features or durability of the product(s) concerned. We reserve ownership rights and copyright to all such documentation. The customer shall not allow any third party access to these documents without our prior written permission.

3. Prices, price changes

Unless agreed otherwise, our prices are quoted ex works, in euros, exclusive of VAT including packaging costs. Minimum order value is €50.00. Orders for less than this amount will attract an additional charge of €25.00. Goods are delivered ex works. Unless otherwise provided for in the terms and conditions, INCOTERMS shall apply in their latest version. In the event that costs rise or fall subsequent to contract formation, especially as a result of changes in materials costs, we reserve the right to change our prices accordingly.

4. Despatch

Unless explicitly agreed otherwise in writing, despatch and transport insurance costs shall be borne by the customer. The choice of transportation route and despatch mode shall be at our discretion.

5. Delivery times

The delivery dates and delivery periods that we provide are approximate and non-binding. We reserve the right to make partial deliveries. Delivery periods shall be extended proportionately if events occur over which we have no control, including strikes and lock-outs, loss of electricity or water supply, failure by our suppliers to deliver, fire, war, natural events and transportation problems, insofar as such events have a demonstrable and significant effect on the manufacture or supply of the goods in question. This shall also apply if the events occur during an already-existing delay.

Any claims for compensation or the payment of a fine for delay are excluded in accordance with their reasonableness. If the customer requires the right of inspection, the inspection conditions must be communicated to us no later than the time of enquiry. The costs for approval shall be borne by the customer.

 

6. Payment

Our invoices must be settled net within 30 days of invoice date. A 2% discount shall apply for invoices settled within 10 days. In the event we have reason to doubt the customer's ability to pay, we reserve the right to withdraw from the contract or request payment in advance. The withholding of payment on the grounds of claims brought against us by the customer is excluded, unless the right to withhold payment is based on claims by the customer resulting from the same contractual relationship with us. The off-setting by the customer of amounts receivable by us against amounts receivable from us is not permitted unless the right to claim such amounts is uncontested or upheld in law.

7. Reservation of title

We reserve the right of ownership of goods supplied until the settlement in full of all amounts due under the contract. The customer shall not pledge the goods supplied nor assign them as security. The customer shall immediately notify us of any seizure or impounding of goods or other third-party control of goods. Neither the assertion of our ownership rights nor the seizure by us of the goods supplied shall be deemed to constitute withdrawal from an unfulfilled contract to supply. In the event that the goods supplied by us are combined by the customer with other items to form a unified item, the customer agrees to transfer to us proportionate co-ownership in the sense intended by section 947 para. 1 of Germany's Civil Code [Bürgerliches Gesetzbuch – BGB] and hold the item for us in trust. Any amounts received by the customer for the selling-on of the goods that are subject to reservation of title shall be transferred to us. The transferred receivables shall serve as security for the reservation of sale for an amount equal to the value of the sold-on goods that are subject to reservation of title.

8. Guarantee

In the event of faults in the materials supplied by us, the customer shall inform us of the faults within 14 days of receipt of the goods concerned or in the event of faults that are not immediately obvious within 14 days of becoming aware of them. Our guarantee is limited to our obligation to either remedy the fault without charge or supply new, defect-free parts, the choice to be at our discretion. Where third-party products are supplied, our liability shall be limited to the transfer of the guarantee claims enforceable by us against the supplier of the third-party products (third-party supplier). Guarantee claims by the customer in respect of third-party products in accordance with this Section 8 shall be brought against us only insofar as the transferred guarantee claims against the third-party supplier cannot be enforced. The customer shall initially bring its claims against the third-party supplier and shall where applicable enforce a judgement of the courts, unless the third party supplier is, on material grounds (e.g. impossibility or failure of remedial work/replacement delivery, insolvency) not in a position to meet the transferred guarantee claims. Of the direct costs arising from the remedial work or replacement supply we shall be liable solely for the costs of the replacement part. We shall not be liable for any further costs such as transportation or de-installation and installation. Further claims by the customer, including for compensation, not arising from the supplied goods themselves are excluded insofar as is statutorily permissible. We provide no guarantee for any materials supplied for the purposes of reworking.

9. Right to withdraw

The customer can withdraw from the contract if the entire service to be provided by us prior to transfer of risk proves ultimately to be impossible. This shall also apply in case of non-performance by us. If our performance is delayed, and the customer grants us an appropriate deadline under the explicit understanding that, following the expiry of this deadline, it shall not accept our performance, and we fail to adhere to the deadline in question, the customer shall be entitled to withdraw. The customer shall further be entitled to withdraw if we allow the grace period stipulated by the customer for remedy or replacement delivery to expire. The right to withdraw shall also apply in the event of the impossibility or non-performance by us of remedy or replacement delivery. Any further claims by the customer, particularly those relating to termination or discounts, as well as to compensation of any kind and to any loss not arising from the delivery item itself, are excluded as far as permissible under statute.

10. Liability for additional obligation

If through of our own fault the delivered item cannot be used by the customer for its contractual purpose as a result of failure to fully or properly implement suggestions and advice provided before or after contract formation, or as a result of failure to fulfil other additional obligations under the contract, especially instructions for the usage and maintenance of the delivered item, sections 8 and 10 shall apply subject to the exclusion of further claims by the customer.

11. Dimensions

The right to make technical changes to the products described in the factsheets, and especially changes to dimensions or dimensions given in error, is reserved.

12. Place of performance and jurisdiction

The exclusive place of performance for all obligations arising from supply transactions, and the jurisdiction for all disputes arising from supply transactions or the processing of bills of exchange or cheques, shall be Prenzlau. Contractual relations shall be subject exclusively to German law.

( As at February 2012 )