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General Terms and Conditions

We thank you very much for your order which we accept only on the following conditions of delivery and payment:

§1 Scope of Application

Our sales conditions exclusively apply to entrepreneurs, legal entities or legal persons under
public law according to § 310, Par 1 BGB (= German Civil Code of Law).  Purchasers' regulations to the contrary of our sales conditions are only accepted if expressly confirmed by us in writing in advance.

These sales conditions are also valid to all future business regarding the purchaser, in so far as a legal
transaction of a similar nature is concerned.

 

§2 Offer and Contract Conclusions

In case an order is considered an offer according to § 145 of the German Civil Code
of Law (BGB), we can accept it within a two weeks time.

 

§3 Documents provided

With regard to all documents provided to the customer in connection with the order, such as
calculations, drawings, we reserve all property-  and copyrights.

 

§4 Prices and Payment

(1) Unless otherwise agreed upon in writing, our prices are valid ex works, including packaging, plus applicable VAT.

(2) Payment of the purchase price has to be effected exclusively to the account stated below.
Deductions of discount require separate written agreement.

(3) Unless otherwise agreed, the purchase price has to be paid within 10 days from date of delivery.
Default interest shall be charged at a rate of 8 % p.a. above the corresponding basis rate. We reserve the right to assert a claim for damage exceeding this amount.

(4) Unless an agreement of fixed prices has been made, we reserve the right to adjust prices in a
appropriate way in case of changes regarding wages, materials and shipping costs for deliveries effected
3 months or later from the date of sales contract.

 

§5 Set-off and retention rights

The customer only has the right of set-off if his counterclaims have been deemed legally valid or
undisputed. The customer shall only be authorized to exercise the retention right if his counterclaim is based upon the same contractual arrangement.

 

§6 Delivery period

(1) The commencement of the delivey period shall be subject to the due and proper fulfilment of the customer's obligations. The right to raise objection to non fulfilment of the agreement remains reserved.

(2) If the customer delays acceptance or if he infringes other duties of cooperation, we are entitled to
demand compensation of the resulting damage including possible additional expenditures. Further claims
remain reserved.
In case  the above mentioned preconditions exist, the danger of accidential loss or accidential deterioration
of the object of purchase transfers to the purchaser at the point of time at which the purchaser is in default of acceptance or debitor's delay.

(3) In case of delayed delivery not resulting from intent or gross negligence from our part, we are liable to pay lump-sum compensation for delay amounting to 3 % of the delivery value for each full week of delay but not exceeding 15 % of the delivery value.

(4) Any further legal claims and rights of the customer  due to delayed delivery remain unaffected.

 

§ 7 Tranfer of risk upon shipment

If the goods are sent to the purchaser at the purchaser’s request, the risk of accidental loss or accidental deterioration of the goods transfers to the purchaser upon dispatch at the latest. This applies irrespective of whether the dispatch of the goods is made from the place of performance and irrespective of who bears the freight charges.

 

§ 8 Retention of Title

(1) We retain ownership of the delivered items until all receivables arising from the delivery contract have been paid in full. This also applies to all future deliveries even if we do not always expressly refer to this. We are entitled to take back the object of purchase if the purchaser acts in violation of the contract.


(2) The customer 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 fire, water and theft. (Note: allowed only upon the sale of high quality goods) If maintenance and overhaul work has to be carried out, the customer shall carry out such work at its own cost and in due time.

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. If the third party is not able to reimburse us for the court costs and out-of-court costs of a legal action pursuant to § 771 of the German Code of Civil Procedure (Zivilprozessordnung – ZPO), the purchaser is liable for any resulting loss incurred by us.

(3) The purchaser is entitled to resell the goods that are subject to retention of title within the ordinary course of business. 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 VAT). This assignment applies regardless of whether the object of purchase was resold without or after further processing. The purchaser remains authorized to collect the receivables even after assignment. This does not affect our authority to collect the receivables ourselves. However, we will not collect the receivables as long as the purchaser meets its payment obligations from the collected proceeds, is not in default of payment, and, in particular, as long as no application for bankruptcy proceedings has been filed and as long as payment has not ceased.

 (4) Any treatment, processing, or alteration of the object of purchase by the purchaser always takes place in our name and on our behalf. In this case, the purchaser’s expectant right to the object of purchase carries over to the remodeled item. If the object of purchase is processed together with other items not owned by us, we acquire co-ownership in the new item at the ratio of the objective value of our object of purchase to the other processed items at the time of processing. The same applies in the case of mixing. If mixing takes place in such a way that the item of the purchaser is to be regarded as the main item, it is deemed to be agreed that the purchaser proportionately assigns co-ownership to us and holds the thus created sole property or joint property in safe custody for us. To secure our claims against the customer, the customer 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 commit to release the securities we are entitled to upon the purchaser’s request if their value exceeds the receivables to be secured by more than 20%.

 

§9 Warranty, Notice of Defects, Recourse, Manufacturer’s Recourse

(1) Any warranty rights of the purchaser are subject to the purchaser having properly fulfilled the obligation to inspect the goods upon receipt and submit complaints if applicable as required by § 377 of the German Commercial Code (Handelsgesetzbuch – HGB).

(2) Claims for defects become time-barred 12 months from the time the goods supplied by us were delivered to the purchaser. This does not apply in cases where longer periods are prescribed by law in accordance with § 438 Para. 1 No. 2 of the German Civil Code (BGB; regarding buildings and goods for buildings), § 479 Para. 1 of the German Civil Code (BGB; regarding the right of recourse), and § 634a Para. 1 of the German Civil Code (BGB; regarding construction defects). Our consent must be obtained prior to any return of goods.
 
(3) If, despite all care taken, the delivered goods exhibit a defect that already existed at the time of transfer of risk, we will, at our choice, either repair the goods or supply replacement goods, provided that the notice of defects was given in due time. We must always be given the opportunity to render subsequent performance within a reasonable time. The above provision does not affect the rights of recourse in any way.

(4) If subsequent performance is unsuccessful, the purchaser can – without prejudice to any possible claims for damages – withdraw from the contract or reduce the compensation.

(5) Claims for defects cannot be asserted in the case of only insignificant deviation from the agreed properties and condition, in the case of only insignificant impairment of usability, in the case of natural wear and tear, or in the case of damage arising after the transfer of risk as a result of incorrect or careless handling, excessive strain, unsuitable equipment, poor construction work, an unsuitable foundation, or due to special external influences that could not have been foreseen at the time the contract was formed. Likewise, if repair work or modifications are carried out improperly by the purchaser or a third party, claims for defects cannot be asserted for these or the resulting consequences.

(6) Claims on the part of the purchaser for expenditures necessary for the purpose of subsequent performance, particularly transport, travel, labor, and material costs, are excluded if these expenditures increase because the goods delivered by us were subsequently transported to a location other than the purchaser’s place of business, unless such transport is consistent with the goods’ intended use.

(7) The purchaser can only assert rights of recourse against us insofar as no agreements have been made between the customer and the customer’s buyer that go beyond the mandatory statutory rights relating to defects. Furthermore, as for the scope of the purchaser’s right of recourse against the supplier, Paragraph 6 applies accordingly.  

 

§ 10 Miscellaneous

(1) This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany, under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) Place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our place of business unless the order confirmation states otherwise.

(3) All agreements made between the parties for the purpose of execution of this contract are recorded in this contract in writing.

(4) If individual provisions of this contract are or become invalid or contain a loophole, this will not affect the remaining provisions. The parties commit to replace the invalid provision with a legally permissible provision which most closely corresponds to the economic purpose of the invalid provision resp. fills the loophole.

These General Terms and Conditions are agreed bindingly for all deliveries and services effected from
January 1st, 2006.

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  • Hans-Claußen-Straße 7, D-27476 Cuxhaven
  • +49 (0)47 21 - 20 38 20
  • +49 (0)47 21 - 20 38 38

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