general business terms
§ 1 Scope
(1) These General Conditions of Sale and Delivery shall exclusively apply to all contracts with companies, public legal entities, and special funds under public law according to § 310 section 1 BGB.
(2) For sale and delivery of our products, these General Conditions of Sale and Delivery apply. Hence, they also apply to all future business dealings with the buyer. Conflicting or deviating conditions of purchase or other reservations made by the Buyer shall not be effective unless expressly accepted by us in writing. Our General Conditions are deemed as accepted at the latest upon acceptance of the goods.
(3) Should any clause in these General Conditions of Sale and Delivery be or become invalid or if clauses are incomplete, this shall not affect the validity of the remaining clauses.
§ 2 Offers, Contracts
Our offers shall be non-binding. An order shall only be deemed as accepted once confirmed in writing or once the goods are delivered. Special customer requests require our express and written consent.
§ 3 Prices and Payment
(1) If not stipulated differently in writing, our prices are quoted ex works, including packaging and applicable sales tax.
(2) In the case of stock items, the packaging units in the warehouse will be delivered with our standard labels. Special packaging and labeling requests require special agreement.
(3) Payment of the contract price shall exclusively be effected to the bank account stated in the invoice. Our invoices are payable within 14 days after date of invoice with a cash discount of 2% or due net within 30 days.
§ 4 Delivery
(1) The scope of our obligations is determined by our written order confirmation unless buyer raises his objections immediately upon receipt of order confirmation.
(2) We reserve the right to customary over- or under deliveries of the goods ordered by 10%, with respective invoicing. Claims based on such quantity discrepancies are excluded.
(3) Partial deliveries are admissible.
§ 5 Delivery Period
(1) Our delivery period starts with the written order confirmation. Start of delivery period requires timely and due fulfillment of buyer's obligations. We reserve the defense of non-performance.
(2) A grace period of 14 days for the confirmed delivery dates is presumed as agreed.
(3) Unforeseen delivery problems which are beyond our control, e.g. force majeure, interruption of operations, defective work, delays of sub-suppliers, strikes etc. entitle us to assert a reasonable delay of our delivery even if these events occur during a delay in delivery. In case of any inability of delivery on account of above events, we are entitled to withdraw from the contract.
§ 6 Transfer of Risk of Delivery
The risk of accidental perishing or accidental deterioration of the goods is transferred to the buyer as soon as the goods are handed over to the forwarder. This applies whether the transport or shipment is arranged by us or in our name or by the buyer or his representatives.
§ 7 Set-off and Retention of Goods
The buyer is entitled to a set-off only once his counter-claims have been established as final and absolute or are undisputed. Buyer shall only be entitled to retention claims in as far as his counter-claims are based on the same contract.
§ 8 Notice of Defects, Warranty
(1) A written and detailed (among others, our batch number must be indicated) notice of all defects must be addressed to us immediately after receipt of the goods at their destination. For all defects undetected during thorough incoming inspection, a written notice must be issued immediately after detection of defects.
(2) Complaints will only be accepted for goods that are still packed in their original packaging. Agreed ppm numbers apply only to goods in their original packaging. Defects in repackaged goods are to be clarified in each case.
(3) Complaints may only be made if the detected defect affects the intended function / use of the product.
(4) Our goods will only be subjected to a crack test at the express request of the customer. Consequential damage caused by cracks or similar material defects are therefore excluded from liability.
(5) For defective goods that are not 100% sorted, individual defect parts can not be ruled out. Complaints are only accepted from> 500 ppm. If required, 100% checks for agreed features can be offered.
(6) The products, unless they are made of stainless steel, are treated with a temporary corrosion protection. We ensure freedom from rust only until the customer receives the goods. Later complaints will not be accepted.
(7) If the notice of defect is justified, our consent must be obtained before any return of the goods. We always have the opportunity to provide supplementary performance within a reasonable period of time. Costs for rework / sorting by the customer will only be taken over if we have agreed in writing before initiating the measures.
§ 9 Retention of Title
(1) We shall retain title to the goods until buyer has fulfilled all obligations arising from the sales contract. We shall be entitled to demand return of the goods if buyer defaults on his obligations.
(2) If goods to which we retain title are processed into new products, the Buyer shall be deemed to be effecting such processing on our behalf. The buyer's expectant rights shall thus extend to the products resulting from the processing. If goods to which we retain title are processed together with, mixed with or attached to goods to which title is retained by third parties, we shall acquire co-ownership of the resulting products in the ratio of the objective value of our goods at the time of processing. If the goods, as a result of such mixing or attaching, become part of a principal matter of the buyer, is deemed as agreed that buyer assigns to us co-ownership in above ratio and holds our resulting sole or joint property in safe custody.
(3) Buyer shall have the right, in the normal course of business, to sell the goods to which we retain title. When reselling the goods, the Buyer at present shall assign to us his claims from the resale of the goods to which we retain title for the portion of the agreed commercial invoice total (including sales tax). This assignment applies regardless whether goods are sold before or after processing. Even after assignment, buyer is entitled to collect his claims. Our right to collect the claim ourselves remains unaffected. However, we shall not collect the claim ourselves as long as buyer meets his payment obligations from his sales proceeds, does not default, has not initiated insolvency proceedings or a cessation of payment.
§ 10 Place of Performance and Jurisdiction
Place of performance and sole place of jurisdiction for all disputes arising from this contract shall be our place of business (Lennestadt), except where stipulated otherwise in the order confirmation.