General Terms and Conditions of Business
Our offers, deliveries and other services are exclusively based on the following terms and conditions. These terms and conditions are acknowledged by placing the order or accepting the delivery. They shall also apply to all future business relations, even if they are not expressly agreed again. Our terms and conditions apply exclusively; conflicting or deviating terms and conditions of the customer do not apply unless we have expressly agreed to their validity in writing.
2. Conclusion of contract
Offers are subject to change without notice for us. Drawings, illustrations, weights, quantities and other measurements contained in or attached to the offer are only approximate values. Contracts between the purchaser and us as the seller shall only be concluded upon our written order confirmation. Our written order confirmation is decisive for the content of the contract. Amendments and supplements to the contract require our written confirmation to become effective. All quotation documents provided to the buyer (including calculation and cost estimates) remain our property. They may not be reproduced or passed on or made accessible to third parties without our consent.
The stated delivery dates shall always be deemed to have been agreed approximately. An agreed delivery period begins with the receipt of the order confirmation by the buyer, but not before the buyer has provided the documents, approvals, releases, information to be procured in accordance with the agreement for the execution of the order and not before receipt of an agreed down payment. The delivery deadline shall be deemed to have been met if the buyer has been notified that the delivery is ready for dispatch or handover by the end of the agreed delivery period. Delays in delivery due to force majeure, strike, unforeseeable operational disruptions, delays in delivery by upstream suppliers, transport bottlenecks, shortage of raw materials, official measures and other circumstances for which we are not responsible shall justify reasonable changes to the delivery dates and periods. In the event of any delay in delivery, the buyer shall be entitled to refuse acceptance of the delayed deliveries after expiry of a reasonable grace period to be set by him in writing, which must be at least two weeks. Beyond this, the buyer shall not be entitled to any claims against us in the aforementioned cases. In the event of delay in performance or impossibility of delivery, any claims for damages to which the buyer may be entitled shall be limited to the extent that compensation can only be demanded for the foreseeable damage. The above limitation of liability shall not apply if the reason for the delay in performance or the impossibility of performance is due to intent or gross negligence on the part of one of our legal representatives or one of our vicarious agents.
4. Shipping and transfer of risk
Unless expressly agreed otherwise in the order confirmation, all deliveries shall be made at the risk of the buyer. The transfer of risk in the goods to the buyer takes place when the delivery is handed over at the seller’s works to the forwarding agent, carrier or other person commissioned to carry out the shipment. We may choose the means of packaging and transport as well as the type of shipment, excluding any liability, unless the buyer makes a determination in good time before the expiry of the delivery period. Insurance of any kind for shipment, packaging, storage, etc. shall only be provided at the express request of the buyer and at the buyer’s expense.
5. Terms of payment
All prices stated in our offers and confirmation letters are net prices plus any statutory value added tax applicable under German law. Costs for packaging, insurance, freight and other ancillary costs arising from the export and import of the goods, such as export bonus, export tax, customs duties and other levies or surcharges, shall be borne by the buyer. The invoice amount is to be paid within 30 days of the invoice date without deduction, unless otherwise agreed in writing. Bills of exchange shall only be accepted on the basis of a special agreement. Unless otherwise agreed in writing, the acceptance of cheques or bills of exchange shall not be deemed payment until they have been honored. The customer shall be in default if he has not paid the invoice amount without deduction within the agreed period. The crediting of the invoice amount to our account shall be decisive. From the time of default, we shall be entitled to charge interest at a rate of 8% above the applicable base rate. We reserve the right to claim demonstrably higher interest damages. In addition, in the event of default in payment, the costs associated with extrajudicial and/or judicial collection of the claim shall be paid by the buyer. If the buyer defaults on the settlement of an invoice, all our outstanding claims, including any claims arising from bills of exchange, shall become due immediately, irrespective of the agreed payment date. In this case, we are also entitled to refuse performance, withdraw from the contract or demand advance payments or securities until all outstanding invoices have been settled. This shall also apply if we become aware of circumstances which are likely to call into question the creditworthiness of the buyer, e.g., in the event of dishonor of bills of exchange and cheques or other default of payment. The buyer may only assert a right of retention if it is based on the same contractual relationship. He is only entitled to a set-off if the counterclaim has been recognized by us or this has been legally established.
6. Retention of title
The items delivered by us remain our property until full payment of all claims against the buyer, including future claims. The buyer may sell the goods subject to retention of title in the ordinary course of business against immediate payment or subject to retention of title. He shall not be entitled to make any other dispositions, in particular to transfer by way of security and to pledge. In the event of processing, combining, mixing or blending the reserved goods with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new goods in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. The buyer hereby assigns to us his claims from the sale of the goods subject to retention of title (sales price including value added tax) including the corresponding claims from bills of exchange with all ancillary rights. We hereby accept these assignments. The names and addresses of the purchasers as well as the amount of the respective claim against a purchaser shall be notified to us upon first request. In the event that the goods subject to retention of title are sold together with other items not belonging to us at a total price, the assignment shall only be made to the amount charged by us to the buyer for the goods sold together with the goods subject to retention of title, including value added tax. The buyer must always keep the goods subject to retention of title fully insured against the usual risks and provide evidence of this upon request. The buyer hereby assigns any insurance claims to us and we accept this assignment. Until revoked, the buyer is entitled to collect the claims assigned to us. The assignment or pledging of these claims is only permitted with our written consent. If the buyer defaults on payment or does not fulfil his obligations arising from the retention of title, we may set a reasonable deadline for performance or subsequent performance. After unsuccessful expiry of this period, we are entitled to withdraw from the contract and to take back the delivered goods. For this purpose, the customer shall send us a detailed list of the reserved goods still in his possession, separate the goods and return them to us. After a warning with a reasonable period of time, the items can be used in the best possible way by private sale, taking into account the price charged to the buyer. Furthermore, in this case the buyer shall, at our request, notify the debtors of the claims assigned to us of the assignment in writing, provide us with the information required to assert our rights, submit and send us documents and surrender bills of exchange. The buyer shall notify us immediately in writing of any access by third parties to the reserved goods or the claims assigned to us, e.g. by way of seizure, and shall ward them off by using appropriate means. We undertake to release the securities to which we are entitled at the customer’s request insofar as the realisable value of our securities exceeds the claims to be secured by more than 20%; the choice of the securities to be released is ours.
7. Notification of defects and warranty
The buyer shall thoroughly inspect the goods for completeness and perfect condition upon receipt; all defects recognizable in the course of this inspection, including wrong deliveries or shortages, shall be notified to the seller in writing without delay, but at the latest within 7 days of the arrival of the goods. Defects which are not immediately recognizable and which only occur or are only discovered later must be reported in writing immediately after their discovery, at the latest however within 3 days after their discovery, at the latest however within 1 month after delivery of the goods. We owe supplementary performance for defective deliveries, whereby we decide whether the supplementary performance is fulfilled by rectification or new delivery. The buyer is obliged to accept the supplementary performance. If the supplementary performance has failed or is unreasonable, the buyer is entitled, at his discretion, to withdraw from the contract or to demand an appropriate reduction of the purchase price. Subsequent performance shall be deemed to have failed after the second unsuccessful attempt at subsequent performance. Subsequent performance shall be deemed unreasonable for us in particular if it is only possible at disproportionate cost. Warranty claims shall be excluded if the buyer has resold or further processed the goods after having discovered or should have discovered the defect, unless he proves that the sale or processing was necessary in order to prevent greater damage The seller shall have the right to make excess or short deliveries of up to 10% without this constituting a defect within the meaning of these terms and conditions of delivery. The seller reserves the right to deviations in dimensions in accordance with the GKV testing and evaluation clause. All contractual claims against us shall become statute-barred one year after delivery of the item, unless other provisions have been made. The limitation period of one year does not apply to damages arising from injury to life, body or health which are based on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent. In the event of a merely negligent breach of duty by us or by our organs and vicarious agents, our liability shall be limited to the foreseeable, typically occurring damage. Markings and descriptions of our goods are made in the customary manner. We provide processing documents, advice and recommendations to the best of our knowledge and belief. However, we do not assume any liability for the suitability of the goods for the purpose intended by the buyer, since the diversity of processing and the demands in the use cannot be overlooked by us in detail.
All drawing and cliché costs shall be borne by the buyer. The seller shall only be liable for any infringement of patents, designs, designations and similar rights resulting from the buyer’s order if he is at fault. Proofs are to be checked by the buyer for typesetting and other errors and returned to us in a form ready for printing. Changes made by telephone must be confirmed in writing. Manuscripts, originals, printed matter, printing carriers, printed matter etc. handed over to us by the buyer, which are the property of others, shall be stored at the buyer’s risk. The buyer shall be responsible for taking out appropriate insurance.
The customer shall be responsible for observing and implementing the relevant foreign trade regulations and other laws of the country to which the delivery is to be made. The customer shall be liable to us for any damage incurred by us as a result of failure to comply with the statutory provisions. Irrespective of this regulation, the customer must obtain any necessary import and export licences himself.
10. Data protection
We point out that the personal data of the customer obtained in the course of the business relationship will be stored by us in accordance with the provisions of the Federal Data Protection Act (§§27 ff. BDSG).
11. Place of performance, place of jurisdiction and applicable law
The place of performance for both parties to the contract for delivery and payment is Bremen. The place of jurisdiction vis-à-vis entrepreneurs for all legal disputes arising from the contractual relationship as well as its creation and effectiveness, including actions on bills of exchange and cheques, shall be the Free Hanseatic City of Bremen. However, we are also entitled to sue the buyer at the place of his place of business. The contractual relationship is subject to the law of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.