General Terms of Sale, Delivery and Payment
1.1 The following terms of sale, delivery and payment apply to all contracts, deliveries and other services including consulting services and information.
1.2. They also apply to all future contracts made with the purchaser as well as future deliveries and other services rendered to the purchaser.
1.3. Contradictory terms of business are not valid.
2 Conclusion of Contract
Orders placed with us, contract changes and additions as well as sub-agreements must be in writing. Orders placed by phone or in another form are valid once dispatch and delivery of the goods and invoice has occurred.
3 Prices, Price Lists
3.1 Our prices are Ex Works prices not including packaging costs and include the disposal costs levied by DSD GmbH ("Grüner Punkt"). The prices that were valid at the time the order was placed are applicable. VAT is not included in the price and will be invoiced separately at the legally prescribed level.
3.2 For small orders with a net value of less than Euro 75.00 a surcharge applies.
3.3 If the agreed delivery date extends out longer than one month from the conclusion of the contract, we are entitled to charge according to our valid price list on the day of delivery.
4.1 Our invoices are payable within 10 days from issue with a 2% discount or 20 days from issue in full.
4.2. The purchaser is in default of payment upon receipt of the first reminder or without a reminder 30 days after the due date and after receipt of an invoice according to article 286, paragraph 3 of the BGB (German Civil Code). In case of
default we are entitled to default interest - subject to proof of additional loss caused by the default - according to article 288 of the BGB (German Civil Code).
4.3 Offsetting payment against claims from the purchaser that are not approved or not legally determined is not permitted. This applies to the right for reassessment regarding such counterclaims where these claims do not relate to the same contractual relationship.
5.1. Our delivery obligations include complete and correct delivery on our part, unless non-delivery or delay is not our fault.
5.2. For custom-produced goods overdeliveries or underdeliveries of up to 10% are permitted and will be invoiced accordingly.
5.3. As regards the stated measurements of the items being delivered, the measurements are subject to the normal variations within the industry, unless we expressly guaranteed compliance with the measurements.
5.4 We are permitted to make reasonably sized part deliveries.
5.5. If dispatch of the ordered items is delayed for reasons, which are the fault of the purchaser, risk passes to the purchaser upon receipt of notification that delivery can be made.
5.6 Reliable dispatch of the ordered goods is guaranteed by a carrier appointed by us. The parties agree that in the case of dispute, it rests with the purchaser to prove non-receipt of a delivery.
6 Delivery Date
Agreed delivery dates can be appropriately extended due to the occurrence of unforeseen circumstances, which we are unable to influence, such as strikes, lock-outs, operational failure, delays in the delivery of primary material and
regardless of whether these circumstances occur at our facilities or at our suppliers' facilities. We cannot be held responsible for such circumstances even if we are already behind schedule with delivery. If they occur, both parties have the right to cancel the contract.
7 Retention of Title
7.1. We retain title to items delivered by us until all our current claims against the purchaser are met, including future claims, as long as they are related to the delivered items.
7.2. The purchaser has the right to sell on the delivered items to which we retain title (goods subject to reservation of title) as part of the normal course of business. However, due to this sale the purchaser assigns all claims to the goods to us at this stage regardless of whether the goods subject to reservation of title are sold on before processing or if they are attached to movable objects or not. If the goods subject to retention of title are sold on after processing or together with other goods that do not belong to us, or if they are attached to movable objects, then claims of the purchaser against his customer to the amount of the delivery price agreed between the purchaser and us for the goods subject to retention of title are considered to have been relinquished.
7.3 The purchaser is authorized to collect on this claim even after relinquishment. Our authority to collect on the claim ourselves remains unaffected by this, however we are obliged not to do this as long as the purchaser makes use of the authorization to collect and we are entitled to the proceeds collected in the amount of the delivery price agreed between the purchaser and us for the
goods subject to retention of title.
7.4 Processing or modification of the goods subject to retention of title is carried out without any obligation to us as manufacturer according to article 950 of the BGB (German Civil Code). If the goods subject to retention of title are processed with other items, we acquire joint ownership of the new item proportional to the
market value of our goods compared to the value of the other processed items at the time of the processing. The purchaser will store the new item for us with due care and attention and at no charge.
7.5 We are obliged to release the security to which we are entitled upon request, where the realisable value of the security exceeds the claims by more than 20%.
7.6 If we accept a bill of exchange as payment, our retention of title lasts until it can be ascertained that claims related to the bill of exchange can no longer be made against us.
8 Liability for Defects, Compensation
8.1. Claims for defects by the purchaser are only valid if the purchaser has fulfilled their duty to investigate and notify any defects properly as per article 377 of the HGB (German Commercial Code). Obvious defects must be notified specifically and in writing within 10 days of receipt of the goods.
8.2. Where there is a defect in the purchased item, we are entitled at our choosing to either repair/remove the defect or deliver a new, defect-free item.
8.3. If the remedial action fails, the purchaser has the right at the purchaser's choosing to either cancel the contract or demand a price reduction.
8.4 We are liable according to the legal requirements, where we breach a significant contractual obligation, restricted to the damage that typically and predictably occurs. Our liability is also restricted in this way, where the purchaser makes compensation claims based on gross negligence.
8.5 Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability as per the product liability law.
8.6. Apart from the aforementioned deviations, liability is
8.7 The period of limitation for defect claims is 12 months, from
transfer of risk.
9 Place of Performance, Jurisdiction, Applicable Law
9.1. Place of performance is Wolfratshausen.
9.2 The place of jurisdiction for all disputes arising from our legal relationship to the purchaser is Wolfratshausen. However, we are entitled to file legal proceedings where the head office of the purchaser is located.
9.3 German law applies!