Edition: July 2011
1.1. These General Terms of Delivery are an integral part of every contract concluded by us, unless other agreements are expressly confirmed by us in writing. As exclusive contractual terms, they take precedence over other regulations, in particular over opposing purchasing conditions of the Purchaser. We explicitly object to such conditions of purchase.
1.2. These General Terms and Conditions of Delivery shall apply until further notice to all legal relationships between us and the Purchaser arising from all present, all as yet incomplete and all future orders of the Purchaser.
2. OFFER AND CONFIRMATION OF ORDER
2.1. Our offers are non-binding. Binding delivery contracts are only formed through our order confirmation, unless a written contract is concluded. All side agreements and promises, particularly from employees, become effective only by inclusion in the order confirmation or by written confirmation.
2.2. Dimensions and other specifications are subject to production-related margins and tolerances. Deviations must be agreed in each individual case in writing.
2.3. We reserve all property rights and copyright to all estimates, drawings, samples, gauges and tools. These documents may not be used, reproduced or made available to Third Parties for other purposes. Tools remain our property even if tool costs are remunerated by the Purchaser directly or through the price.
3. CALL-OFF CONTRACT
3.1. If call-off orders have been placed, the period of acceptance is 12 months from the date of the order confirmation, unless otherwise agreed in writing.
3.2. After expiry of this period, we are entitled, at our discretion, to either invoice the remaining goods or to cancel the remainder of the order, in which case the Purchaser will be billed for the costs incurred.
4.1. Prices are ex works for the requested quantities and batch sizes. They are exclusive of statutory VAT.
4.2. Prices are exclusive of shipping and packaging costs, unless otherwise agreed in writing.
4.3. If delivery is agreed to be made more than 4 months after the order confirmation, or if the transaction of a call-off order lasts for more than 4 months, we are entitled to pass on increases in wages and material costs after the deadline specified, unless otherwise agreed in writing.
5. PAYMENT CONDITIONS
5.1. Unless otherwise agreed, payments must be made within 2 weeks of the invoice date at 2% discount, or within 30 days net. In the event of late payment, commercial maturity interest or, after a warning, interest on arrears of 2% above the discount rate of the Deutsche Bundesbank will be charged. We reserve the right to claim for further damages.
5.2. If the Purchaser enters payment default or if a substantial deterioration of the Purchaser’s financial circumstances becomes known, we are entitled to demand immediate payment of all outstanding invoices or cash before delivery. Furthermore, we may withdraw from orders in whole or in part, or repossess goods delivered and not yet fully paid for, without simultaneously withdrawing from the contract by doing so.
6. ACCEPTANCE, RISK TRANSFER AND SHIPPING
6.1. Delivery is made from Niedernhall and is considered complete upon acceptance, or dispatch for shipment.
6.2. The risk passes to the Purchaser, even if prepaid carriage has been agreed, when the delivery is ready to be or has been collected at the place of manufacture.
6.3. In the absence of instructions from the Purchaser, we reserve the right to choose shipping routes, means of transport and other temporary protective measures, and we are under no obligation to choose the cheapest method of shipment. The costs for postage and freight shall be borne by the Purchaser unless otherwise agreed. The shipment is carried out by us on behalf and on the account of the Purchaser. We will only take out insurance at the express request and at the expense of the Purchaser. The packaging costs shall be borne by the Purchaser; they will be charged by us at cost price. For domestic deliveries, we will credit 2/3 of this price if the packaging can be reused and is returned to us free of charge.
7. DELIVERY TIME AND DISPATCH
7.1 All information on delivery times is always approximate and non-binding, unless otherwise agreed.
7.2. Meeting any delivery deadlines requires timely receipt of all documents and information to be supplied by the purchaser, all required approvals and clearances, and compliance with the agreed terms of payment and other obligations.
7.3. Operational disruptions of any kind and all cases of force majeure or unforeseeable events beyond our control shall lead to a reasonable extension of the delivery period. If adherence to the contract becomes unreasonable for the Purchaser or for us as a result of this, both contracting parties have the right to withdraw from or terminate the contract.
7.4. If we are responsible for failing to meet the deadline or for impossibility of performance, for the entire delivery or for partial deliveries, the Purchaser has the right to termination and withdrawal after a reasonable period of grace. In addition, the Purchaser may claim damages upon provision proof, with this claim being limited to 0% of the net delivery value per full week, and in any case to no more than 5% of the net value of the goods.
7.5. The Purchaser may not make further claims for compensation, even in cases of late delivery after expiry of a period of grace set for us. This does not apply in cases of alleged malicious intent or gross negligence on our part. This does not affect the right of the Purchaser to withdraw from the contract after unsuccessful expiry of a period of grace.
7.6. We may make partial deliveries where minimum or partial quantities regularly arise from the batch sizes of the offer. For delays of partial deliveries, the above provisions apply accordingly.
7.7. Upon delivery, certain deviations from the order confirmation as regards the delivery quantity may occur, as far as this is reasonable for the Purchaser. It is not possible to comply with exact quantities and excess or short deliveries of up to 10% of the ordered quantity may not be objected to.
8. RETENTION OF TITLE
8.1. The delivered goods remain our property until full settlement of all our claims, in particular the main, interest and cost payments. In the case of accounts payable for multiple deliveries, the goods remain our property until repayment of the entire debt.
8.2. The Purchaser is entitled to process the goods in the normal course of business and to sell them to Third Parties. As long as we reserve the title to the goods, this is only permitted on the proviso that all claims against Third Parties, to the level of our outstanding accounts, resulting from resale are considered assigned, without this requiring a special declaration of assignment in each individual case. The Purchaser is only authorised to collect the assigned claim in trust for us as long as the Purchaser fulfils their payment obligations towards us. We may demand a written declaration of assignment at any time. We are entitled to disclose the assignment.
8.3. In the case of objects subject to retention of title being processed and finished by the Purchaser, we are entitled to co-ownership of the new object as reserved property in proportion to the value of the reserved goods.
8.4. Insofar as the value of all security interests to which we are entitled exceeds the amount of all secured claims by more than 25%, we shall release a corresponding part of the security interests at the request of the Purchaser.
8.5. The Purchaser must notify us immediately of any seizure or other impairment by Third Parties of our retention of title.
8.6. All costs of repossessing goods, of separation or of other enforcements of our retention of title shall be borne by the Purchaser.
8.7. Sending back ordered and delivered goods is generally not permitted. Claims for credit are not valid in any case. Repossession of goods is governed exclusively by the provisions of these terms of delivery.
9. WARRANTY, LIABILITY
9.1. For all defects, especially manufacturing and material defects, we provide warranty in the form of defect rectification (repair), exchange of goods (replacement) or credit of the purchase price, at our discretion.
9.2. The Purchaser must immediately check goods delivered by us for their condition and any defects. Notices of defects or any other complaints (e.g. of weight and quantity) must be reported in writing immediately and within 8 days of receipt of the goods being notified in writing.
9.3. For all defects which cannot be determined upon delivery, warranty claims may only be made if the defects have occurred within 12 months of the date of transfer of risk. This period is extended by the duration of a work stoppage, or if we undertake remedial measures.
9.4. We must be granted reasonable time and opportunity to remedy defects; otherwise, we are exempt from liability.
9.5. If we fail to fulfil our warranty obligation under this section within a reasonable period of grace, or if subsequent remedial work fails, the Purchaser has the right to reduction or refund of the purchase price.
9.6. Legitimate notices of defects shall not affect the execution of other parts of the contract, especially regarding partial deliveries and agreed payment dates. The Purchaser has no right to withhold payments in such cases because of defects, unless the payments already made have exceeded the value of the delivered goods.
9.7. The warranty does not cover natural wear and tear, or damages resulting after the transfer of risk from incorrect or negligent handling, excessive use of unsuitable equipment or other factors not provided for in the contract.
9.8. Improper modification and repair work by the Purchaser or by Third Parties shall release us from our warranty obligation.
9.9. When warranty measures are carried out, the Purchaser shall bear the costs incurred for installation and removal of the goods delivered by us, and shall also bear the cost of shipping for this purpose. This the case particularly if the goods delivered by us have been moved to a location other than the Purchaser’s place of business.
9.10. Claims of the Purchaser against us beyond those mentioned in Section VII (due to default or impossibility of service) and in this section are not valid. This particularly applies to compensation for damages that have not arisen from the delivery item itself (indirect damage). This limitation of liability shall not apply if we are guilty of malicious intent or gross negligence, or if liability is mandatory for legal reasons due to the lack of a promised property. These liability regulations also apply to all other claims of the Purchaser, for whatever legal reason, particularly in cases of the absence of promised characteristics outside of the mandatory cases of liability, breach of ancillary contractual obligations, incorrect advice, culpability before and at the conclusion of the contract, and in cases of internal obligation to compensate in product liability.
10. COUNTER-CLAIMS, TRANSFERABILITY
10.1. It shall not be permitted to assert a right of retention or to exercise a set-off with claims for damages or other claims, unless the counter-claims are undisputed or established as legally valid.
10.2. The Purchaser may only assign rights from contracts concluded with us with our consent.
11. GENERAL PROVISIONS
11.1. Leinfelden-Echterdingen is agreed as the place of performance for the services to be provided by the contracting parties. Stuttgart is agreed as the place of jurisdiction for all disputes between the parties, insofar as agreements on this are legally permissible.
11.2. Only German law shall apply for all matters between the parties, as far as these terms and conditions, deviating written agreements or mandatory legal provisions do not provide otherwise. Application of the uniform UN sales law is not permitted.
11.3. In the case of legal ineffectiveness of individual provisions, the remaining sections of the contracts shall remain binding. However, this shall not apply if adherence to the contract would cause unreasonable hardship for one of the contracting parties as a result of the partial invalidity.