General terms and conditions of sale, delivery and payment
1. Scope of application
1.1 The following sales, delivery and payment conditions are applied to all contracts, deliveries and any other services including consulting services.
1.2 They also find application to all future contracts with the client as well as to future deliveries and other services directed to the buyer.
2. Conclusion of contract
Orders, contract amendments, additions and subsidiary agreements have to be made in writing. Contracts concluded by phone or in any other form are confirmed in writing.
3. Prices, price lists
3.1 Our prices are ex work including regular packing. The prices indicated on the date of order are the only valid prices.
3.2 Europallets are billed and credited on return or exchange.
3.3 The prices are exclusive VAT invoiced separately according to the respective legal amount.
3.4 In case the agreed term of delivery exceeds one month counted from the contract conclusion date, we are entitled to invoice the applicable prices according to our price list valid on the delivery date.
4.1 Invoices are payable within 10 days after billing with 2% discount, or 30 days after billing without discount.
4.2 Once the buyer exceeds the term of payment of 30 days, additionally indicated on the invoice, we are entitled to charge without previous notice interests of 6% applicable central bank discount rate.
4.3 The buyer is not entitled to sum claims that are not approved or not legally recognized. This also applies to retention of goods due to counterclaims as far as these claims are not due to the same contract.
5.1 Our delivery commitment depends of the complete and correct supply to ourselves, unless the non-delivery or delay is caused by our company.
5.2 We reserve the right to customary variations on the indicated dimensions of our articles of sale, unless we expressly declare the compliance with the dimensions.
5.3 We reserve the right to carry out technical modifications on our products in order to improve our products.
5.4 Reasonable partial deliveries are allowed.
5.5 Shall the delivery of the ordered articles of sale be delayed due to reasons that the buyer has to represent, the risk of the readiness for dispatch shall pass to the buyer.
6. Term of delivery
Agreed terms of delivery shall be appropriately renewed on unexpected impediments that are beyond our control like strike, lockout, breakdown, or supply delays. In case of any impediments both parties are authorized to withdraw from the contract.
7. Reservation of property rights
7.1 The delivered articles of sale shall remain our property until fulfillment of all claims against the buyer and future buyers as far as they are connected with the delivered items.
7.2 The buyer is authorized to resale the articles of sale that are in our property (goods subject to retention of title) in diligence of a prudent businessman. However, the buyer shall assign all claims from this resale, no matter whether these goods subject to retention of title were resold or not before or after the processing or if they are connected or not to a parcel of land or chattel. If the goods subject to retention of title are resold after agreement or together with other goods that do not belong to us, or are connected with a parcel of land or chattel, the buyer’s claims against the purchaser shall assign the amount of the delivery price for the goods subject to retention of title agreed between the buyer and us.
7.3 The buyer is authorized to assert the demand also after assignation. Our right to assert the demand ourselves will remain unaffected. However, we commit to desist to this right as long as the buyer correctly performs his obligations. The buyer shall exercise the right to assert the demand. We are entitled to receive the amount of the delivery price for the goods subject to retention of title agreed between the buyer and us.
7.4 In case we accept a draft as means of payment, we preserve our reservation of proprietary right as long as it is yet to be determined that there are no further claims against us as a result of this draft.
Obvious defects shall be announced in writing and in detail within 10 days on receipt of goods.
On qualified claims, defects are rectified according to our judgment or the item will be replaced. Shall the rectification or replacement failure, the buyer is entitled to withdraw from the contract or to achieve a lowering of the amount.
10. Exclusion of claims of damages
10.1 Not expressly conceded claims in these terms, especially claims of damages also due delay, impossibility, breach of duty due replacement or rectification, breach of contractual collateral duties or positive breach of contract, infringement of pre-contractual obligations, claims in tort are excluded if and as far as the damage is not to reduce to a premeditated or grossly negligent breach of contract or any other premeditated act or to an assistant of our company.
10.2 Any claims for damages that are connected with guarantee claims shall be excluded. The aforementioned exclusion is not applicable if a contractually declared feature is missing on a delivered item.
11. Place of fulfillment, court of jurisdiction, applicable law
11.1 Place of fulfillment for our supplies is our registered office in 74423 Obersontheim, Germany
11.2 Exclusive court of jurisdiction for claims against us is Swabian Hall.
However, we are also authorized to judicially claim against the buyer at the respective legal court according to the buyer’s residence.
11.3 In case of disagreements on this contract, the law of the Federal Republic of Germany is additionally applicable to these contract provisions.