General terms of sale, delivery and payment:
- All prices are to be understood in EURO ex Works Heiligenhaus excluding VAT (value added tax).
- Invoices are payable also prior to arrival of the goods when notification has been made that the goods is ready for dispatchment.
- If payment terms are exceeded, we charge from the due date to the date payment is received - under reservation of further rights - the same interest and costs which are applied by the banks for unsecured credits.
- Delivery is made, whenever appIicable, in accordance with the current valid Incoterms. Unless otherwise stated, we will instruct confirmed orders based on delivery conditions according to Incoterms Group E or F to be carried out for the sole risk and cost of the buyer by a forwarding agent of our choice. Delivery is made solely for account and risk of the buyer. In the absence of his specific instructions, delivery is made at our discretion and without obligation on our part as to the least expensive means of delivery. Stamping fees for delivery documents are for buyer's account.
- Packing is invoiced at cost-price and will not be taken back. In case of postal deliveries the cost of postage and packing is charged.
- Delivery dates quoted are approximate.
- Force Majeure. We are entitled to annul at our discretion - wholly or in part – our obligation to deliver or to extend our delivery dates in case of any kind of interruption or suspension of production in our factory, strike, lock-out, shortage of raw-materials, and other circumstances not specifically mentioned which hinder us to produce the goods duly and in time. In case of late or insufficient carriage disposition and blockage of postal services, railways and shipping lines we are freed from keeping our delivery dates. If deliveries are delayed because of such circumstances the buyer remains obligated to accept the goods.
- Claims with regard to product deficiencies, weights or quantities shall be brought to our notice in writing not later than 14 days after arrival of the goods. The foregoing shall apply without prejudice to § 377 HGB. If claims are found to be justified and made in due form and time, we shall take back the defective Items. lt is left to our judgement to repair or replace defective items. The buyer has no other rights, especially none of pricereduction, alteration or compensation for damages nor does he have the right to refuse the goods as not conforming to the contract.
- Place of performance for delivery and payment is Velbert.
- Place of venue is the Lower Court in Velbert, respectively the County Court in Wuppertal.
- We reserve the right to demand preceding securities from buyers that cannot provide upon request sufficient guarantees. If information gathered on a buyer is not satisfactory in our opinion or prejudical, especially if we learn from a bank or information bureau that his financial position is unfavourable or has subsequently become unfavourable, or that he has pledged stocks or accounts receivable or has given them as security to other creditors or if he does not pay our due invoices according to the terms, we shall have the right to reject performance or further performance of the contract and to claim damages for non-performance or to rescind the contract or to refuse performance of our part of the contract until the buyer's performance of his part of the contract has been fulfilled or security has been provided for. In all these cases we are entitled to demand immediate payment of respited invoices. These rights are to be extended to all contracts between the buyer and ourselves even though conditions may apply for but one contract.
- Retention of title of goods. Goods delivered remain our property until full payment of the price of the goods (until checks and drafts are fully honoured) including the value of accessory claims. These accessory claims comprise especially the costs of packing, freight, unloading, bank and other administrative charges, court and attorney's fees.
- If a current account System exists, the retained title to the goods serves security for our monetary claim from the respective delivery and for the balance due to us. Goods already delivered and paid for remains our property as long as there are any claims against the buyer.
- If goods delivered will be mixed or combined with others, if they will be processed or worked up, the buyer assigns to us his rights of property or joint-property of the mixed or combined items, the new items or the items obtained by processing or working-up.
- The buyer has no right to pledge goods to which we have retained title nor to offer them as security; in the contrary, he is obliged to advise us immediately of impending pledges and of any other dangers to our rights. In the event of insolvency, goods to which we have retained title may not be disposed of without our consent. Intervention costs are for buyer's account.
- If the buyer resells goods delivered to him before title has passed to him, the buyer's claims against his customer shall be considered as assigned to us in the amount that represents the value of our goods. If the sale is effected at a total price and together with other goods not of our property, the buyer cedes his claims against his customer to us in the amount that represents the value of our goods. If the resale covers goods of joint-property, the buyer cedes his claims against his customer to us in the amount of our share of the joint-property value. If the buyer installs goods to which we have retained title as integral parts on the premises of a third party he cedes his claims against the third party or against whom it may concern to us in the amount that represents the value of our goods. If goods is joint-property, the buyer cedes his claims in the amount of our share of the joint-property value. If the buyer is entitled to a security mortgage according to § 648 BGB he cedes his claims in the designated amount to us. Value of goods to which we have retained title in the sense of these conditions is the amount of our invoice plus a security surcharge of 20%. The order of a ceded partial amount within the total of claims due to the buyer is determined by us.
- The buyer undertakes to store the delivered goods fully insured at his expense against fire, water, explosion and any other risks and to advise us immediately of damages occurred. He assigns to us for the time during which we have retained title to the goods his claims against the insurance company.
- We are entitled to take back goods to which we have retained title If the buyer delays in fulfilment of his contractual obligations, if founded doubts exist in his solvency, in case of positive violation of claims by the buyer, and in the event of insolvency or bankruptcy. The costs for returning the goods are to be borne by the buyer. We are entitled - for the purpose of taking goods back - to enter premises on which goods of our property are stored. Returned goods can be disposed of by us at our discretion. The buyer is liable for our deficit claim. The taking-back of goods is not equal to rescission of the contract.
- If the value of securities received exceeds our claims by more than 20%, we are obliged to re-pass the title at buyer's request. It is left to our discretion in this case to select appropriate securities.
- In case moulds, models, tools or required devices are made by us or on our behalf, we charge a part of the costs incurred. This equipment still remains our property. If moulds, models, tools or devices and equipment that are given to us are lost or damaged our liability is limited to negligence.
- Delivery is made only on the basis of the foregoing conditions which are understood to be accepted when an order is placed. All promises and other arrangements likewise agreements by telephone or telegraph which are contrary to the foregoing conditions or surpass these conditions require our explicit written confirmation, if they are to become valid.
- Differing terms of sale, delivery and payment are declared to be invalid.
