Managing Director: Meinolf Venker
Tel: 05241 / 221050
Mobil: 0172 / 2730820
Fax: 05244 / 7036038
Sales tax identification: DE815429156
General Conditions & Terms Of Sale
Section 1 – Field Of Application
(1) These conditions of sale apply exclusively and only to companies within the meaning of Section 310 German Civil Code (BGB). Contradictory terms or terms which are deviating from the conditions of the purchaser are only accepted if we approve the application in writing.
(2) These conditions also apply to all future transactions with the purchaser, insofar as these involve legal transactions of a similar nature.
Section 2 – Quotations and Completion Of A Contract
If an order is to be considered an offer according to Section 145 German Civil Code (BGB), we can accept this within two weeks.
Section 3 – Provided Documents
We reserve our proprietary and copyrights on all documents such as drawings, specifications and calculations etc. that are surrendered to the purchaser when placing an order. This documentation may not be disclosed to third parties, unless we give our explicit, written consent to the purchaser. If we do not accept the purchaser’s offer within the period stated in Section 2, these documents must be returned to us immediately.
Section 4 – Price And Payment
(1) If nothing to the contrary has been expressly agreed in writing, all our prices are ex works, excluding packaging charges and value-added tax, to be calculated at the prevailing rate. Packaging costs are invoiced separately.
(2) Payment of the purchasing price is to be made exclusively to the account stated overleaf. The deduction of any discount is only permissible in the event of a special agreement in writing.
(3) Unless anything else to the contrary has been agreed, the purchase price must be paid with delivery. The default interest rate shall be charged at a rate of 8% above the respective base lending rate p.a. The right to assertion regarding higher damage caused by default remains reserved.
(4) We reserve the right to make reasonable price changes due to changes in wages, material and sales costs for deliveries that take place three months or more after conclusion of the contract.
Section 5 – Offsetting And Right Of Retention
The customer is only entitled to the right of set-off, if the counterclaim is uncontested or determined as final and conclusive. Also he is only entitled to exercise a right to retention if the counterclaim is based on the same contractual relationship.
Section 6 – Delivery Time
(1) The period of delivery determined by us implies that all technical questions have been clarified as well as the timely and duly performance of the obligations of the purchaser. The plea of non-performance of the agreement remains reserved.
(2) If the purchaser fails to accept the goods or if the culpably infringes any other duty to collaborate, we shall be entitled to ask for the compensations of any resulting damage including any possible extra expenses. Further claims shall remain reserved. If the preceding prerequisites are present, the risk of accidental loss or accidental deterioration of the delivery item is transferred to the purchaser at the time of its acceptance or debtors delay.
(3) In the event of a delay in delivery, we shall be liable for every full week of delay within the context of a flat-rate compensation for delay amounting 3% of the delivery value, to a maximum of 15% of the delivery value.
(4) Any further legal claims and rights of the purchaser due to delayed delivery remain unaffected.
Section 7 – Transfer Of Risk By Consignment
If the goods are sent to the purchaser at the purchases request, the risk of accidental loss or accidental deterioration of the goods transfers to the purchaser upon dispatch to the latter, but not later than the point in time in which the respective goods leave the factory/warehouse. This applies regardless of whether the shipment of the goods made from the place of performance or who bears the freight costs.
Section 8 – Reservation Of Title
(1) We retain ownership of the delivered item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not constantly and expressly refer to this fact. We are entitled to take back the object of purchase if the purchaser acts in violation of the contract.
(2) The purchaser is obligated to handle the object of purchase with care until ownership has transferred to the purchaser. Particularly he is obliged to insure them adequately at his own cost at the original value against damage by theft, fire and water. If maintenance and inspection work has to be carried out, the ordering party shall proceed accordingly in good time at his own costs. As long as ownership has not transferred, the purchaser must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties. As far as the third party is unable to reimburse us the court and out-of-court costs of a lawsuit according to Section 771 Civil Process Order (ZPO), the ordering party is liable for the loss occurred to us.
(3) The purchaser is entitled to resell the goods that are subject to retention of title in the course of normal business. Also the purchaser here and now assigns to us the receivables from the resale of the conditional goods in the amount of the final invoice total agreed with us (including added-value tax). This act of transfer applies irrespective of whether the purchased goods are resold before or after processing. The purchaser remains authorized to collect the receivables even after assignment. Our authority to collect the receivables ourselves remains unaffected therefrom. However, we will not exercise our collection claim, as long as the purchaser satisfies his/her/its payment obligations arising from the agreed proceeds, he is not in delay of payment and no applications for opening of an insolvency process has been made, or there has been a notice to suspect payment issued.
(4) The processing or transformation of the purchased item made by the purchaser shall always be done on behalf of ourselves. In this case, expectancy rights of the purchaser continue for the ordered goods during the reworking process. Insofar as the purchased item is processed with other objects, not belonging to us, we gain joint ownership to the new goods in relation to the objective value of the purchase object to the other processed objects at the time of processing. The same applies in the case of mixing. Insofar as the mixing occurs in such way that the item of the purchaser is to be regarded as the main item, it is agreed that the purchaser transfers proportionate co-ownership to us and that he will store the sole or joint property produced in this manner for us. To secure our claims against the purchaser, the purchaser also assigns to us any receivables from third parties that arise for the purchaser as a result of the incorporation of the conditional goods in real property; we hereby accept this assignment.
(5) We obligate ourselves to release securities we are entitled to at the purchaser’s request, if their value exceeds the claim to be secured by more than 20%.
Section 9 – Warranties And Report Of Defects
(1) Warranty rights of the purchaser require that the latter has properly met his obligation according to Section 377 Commercial Code (HGB) in respect of inspection and making complaint. Should reasons for complaint arise in spite of utmost care, it is necessary to report apparent defects forthwith in accordance with Section 377 Commercial Code (HGB), but at the latest within 14 days of receiving the goods, whereas hidden defects must be reported immediately after their discovery, otherwise goods are deemed to be approved.
(2) Warranty claims of new goods become time-barred, when working a one-shift operation, in 12 months after followed delivery of the product delivered by us with our purchaser, in case of multiple assignment already after 6 months. The warranty period for used merchandises is generally excluded. The above provisions do not apply insofar as the law defines longer periods according to Section 438 Para.1 No.2 German Civil Code (BGB) (structures and items for structures), Section 479 Para.1 German Civil Code (BGB) (recourse claims) and Section 634a Para.1 German Civil Code (BGB) (construction defects). Our consent must be obtained prior to any return of goods.
(3) If, in spite of all due care, the shipped product should have a defect which was already present at the time of the risk transfer, we repair or replace the defect within a reasonable time according to our choice and subject to a notice of defects in due time. In all cases, we must be granted the opportunity of subsequent fulfillment within an appropriate deadline.
(4) If the supplementary performance fails, the purchaser is entitled to withdraw regardless of any claims for compensation from the contract or reduce the remuneration. Replacement of unsuccessful efforts cannot be demanded by the purchaser.
(5) There will be no claim for defects in the case of only slight variation from the agreed quality, in the case of only slight impairment of serviceability, where there is natural attrition or wear like with damages which originate after the passing of risk as a result of faulty or negligent treatment excessive demand, of inexpedient operating resources, defective construction works, inexpedient development site or on account of special external leverages which are not presupposed according to the contract. If the purchaser or a third party has carried out improper modifications or repair work, claims for defects cannot be asserted for these or the resulting consequences.
(6) The purchaser is not entitled to claim expenditures required for the purpose of the rectified performance, in particular carriage, road costs, labor costs and costs of materials as far as the expenditures are increased due to the fact that goods supplied by us are sent to a different location, unless such transport is consistent with the good’s intended.
(7) The purchaser has rights of recourse against us only in so far as the purchaser has not reached any agreements with his purchaser which go beyond the statutory claims for defects. Furthermore, as for the scope of the purchaser’s right of recourse against the supplier, Section 6 applies accordingly.
(8) More extensive or other claims arising from defects than those specified in Section 9 against us or our vicarious agents are excluded.
(9) In the case of fraudulent concealment of a defect or in the case that warranty is given with respect to the condition of the goods at the time of transfer of risk within the meaning of Section 444 German Civil Code (BGB) (the seller’s declaration that the object of purchase has a certain property during passing of risk and that the seller independent of negligence, is prepared to take responsibility for all consequences of this defects), the purchaser’s rights shall be exclusively governed by the statutory provisions.
Section 10 – Other Matters
(1) This contract as well as the entire legal relationship between the parties, is subject to the law of the Federal Republic of Germany, to the exclusion of UN purchase law (CISG).
(2) Place of performance and exclusive court of jurisdiction for all disputes arising from this contract is Verl.
(3) Alterations and additions to this contract must be made in writing. This also applies to alterations of this clause. Additional oral agreements have not been made.
(4) Should individual terms of this contract be or become inoperative or contain any loopholes, all other provisions shall remain unaffected.