General terms and conditions
I. Validity
These general terms and conditions of delivery and payment apply to all our contracts, deliveries and other services. Other agreements must be confirmed by us in writing in order to be valid. Deviating terms and conditions of business of customers shall be deemed to have been rejected unless they have been expressly confirmed by us.
These terms and conditions shall be deemed accepted at the latest upon receipt of our delivery.
II. Offers and Contracts
1. Our offers are subject to confirmation. Conclusions of contracts and other agreements shall only become binding upon our written confirmation.
2. Verbal ancillary agreements and assurances by our sales staff require our written confirmation in order to be effective.
3. Claims of the buyer arising from the contractual relationship cannot be assigned without our consent.
III. Prices
The prices agreed upon conclusion of the contract are net cash. An agreed discount deduction presupposes the punctual fulfilment of all obligations of the buyer.
The prices are based on the cost factors valid at the time of acceptance of the order. In the event of wage and material price increases beyond our control, we reserve the right to make a reasonable price adjustment up to the date of delivery.
IV. Delivery and Delivery Time
1. All consignments travel for the account and at the risk of the consignee, also for franco deliveries.
2. Agreed delivery times are only approximate unless they are expressly designated as binding. They shall commence on the day of the order confirmation, but only after clarification of all questions necessary for the execution of the order.
3. Force majeure, as well as inability to perform on our part or on the part of our suppliers through no fault of our own, in particular traffic and operational disruptions, labour disputes, insufficient supply of raw materials, shall extend the delivery time by the duration of the hindrance and a reasonable start-up period, or they shall entitle us to withdraw from the part of the contract that has not yet been fulfilled, without the customer being entitled to any claims arising therefrom. These rights shall also exist if the aforementioned events occur during an already existing delay.
4. In case of delay in delivery for the aforementioned reasons, the customer shall be entitled to withdraw from the non-executed part of an order after the expiry of a reasonable grace period. Further claims, in particular for damages due to late delivery or non-delivery, are excluded.
V. Payment
1. Unless otherwise agreed in writing, our invoices shall be paid net without deduction within 30 days of the invoice date.
2. The customer expressly waives the right to offset any counterclaims and to assert rights of retention unless the counterclaims have been recognised by us or have been established as final and absolute.
3. In the event of default in payment or if unfavourable circumstances concerning the financial situation or creditworthiness of the customer become known, we shall be entitled to demand immediate payment of all claims arising from the business relationship, irrespective of any payment agreements made. Furthermore such circumstances shall release us from the obligation to deliver, but shall not release the customer from the obligation to accept delivery.
VI. Reservation of Title
1. Delivered goods remain our property until full payment of all claims against the customer arising from the business relationship including future claims has been executed. This shall also apply in the current account relationship after the balance has been struck.
2. The customer may neither pledge the delivered goods nor assign them as security without our consent; access by third parties must be notified immediately.
VII. Complaints
1. Complaints due to incomplete or incorrect delivery, or complaints due to recognisable defects, must be made in writing without delay, but no later than 14 days after receipt of the goods.
2. In the case of hidden defects, the written complaint must be made immediately after the defect has been discovered, but at the latest 6 months after delivery of the goods. The burden of proof of the hidden defect shall be on the buyer.
3. If complaints or notification of defects are not made in good time, the delivery shall be deemed to have been approved. In the event of timely notification we shall only be obliged to make a subsequent delivery or provide a warranty in accordance with Section VIII.
VIII. Warranty
1. We only assume warranty for our deliveries if the agreed terms of payment have been fulfilled.
2. Justified notices of defect oblige us, to the exclusion of further claims, to provide a refund or a replacement delivery at the buyer’s discretion. In the event of failure of the replacement delivery, the statutory warranty claims shall come into force. We shall only be liable for intent and gross negligence. Our liability shall be limited to the compensation of the foreseeable damage.
IX. Place of Performance, Place of Jurisdiction, Effectiveness
1. Place of performance and place of jurisdiction (also for actions on bills of exchange and cheques) for all rights and obligations of the contracting parties is Munich, Federal Republic of Germany.
2. If any provision of the contract is or becomes invalid or unenforceable, the remaining provisions of the contract shall nevertheless apply.
3. The law of the Federal Republic of Germany shall apply between the contracting parties.