Conditions of sale and delivery

Conditions of sale and delivery

1.) General conditions

Offers are subject to change. An order shall only be deemed accepted when it has been confirmed to us in writing. Our written order confirmation shall be decisive for the scope of delivery. Subsidiary agreements require our written confirmation. Conflicting terms and conditions of the customer shall not be recognised. They are hereby expressly rejected.

2.) Prices and terms of payment

Unless otherwise agreed, the prices valid on the day of delivery shall apply. Our prices are ex works including packaging. Dispatch shall be at our discretion and without obligation to choose the cheapest method of dispatch. Our invoices are due and payable as follows:
10 days after invoice date less 2% discount or 30 days net cash without deduction.
Bills of exchange shall only be accepted by separate agreement. The costs of collection and discounting of bills of exchange shall be borne by the customer. If the agreed payment deadlines are exceeded, a compensation amounting to the respective usual bank interest and expenses for open business credits, but at least 3% above the respective discount rate of Deutsche Bank, shall be charged without requiring a special reminder in commercial business transactions and subject to the assertion of further rights. The customer may only offset or assert rights of retention with disputed or legally established claims.

3.) Delivery/partial deliveries

We reserve the right to excess or short quantities amounting to 10% of the agreed scope of delivery. Partial deliveries are permissible. If partial deliveries are requested by the purchaser and carried out against an existing order, the quantities of the partial delivery shall be deducted from the total order quantity. If the customer calls off quantities in excess of the original order quantity, we shall be entitled to cancel the excess quantities or to invoice them at the prices valid on the day of delivery. Call-offs must be made in good time so that faultless manufacture and delivery are possible within the agreed delivery period. Otherwise, the delivery period shall be extended by a corresponding period.

4.) Delivery and acceptance periods

Delivery periods and dates shall only be deemed to have been agreed approximately, unless a binding written commitment has been given on our part. Events of force majeure entitle us - even within a delay - to postpone the delivery for the duration of the hindrance and a reasonable start-up period or to withdraw in whole or in part from the part of the contract not yet fulfilled.
Force majeure shall be deemed to include strikes, lockouts, official directives, fire, traffic blocks, disruption of operations or transport, in particular also at our upstream suppliers and other circumstances for which we are not responsible and which make delivery unreasonably difficult or impossible. The customer shall be informed of such circumstances without delay. The purchaser may demand a declaration as to whether we will withdraw from the contract or deliver within a reasonable period of grace. If such a declaration is not made, the customer may withdraw from the contract. If the aforementioned circumstances occur in the case of a partial delivery, the customer cannot derive any rights from this with regard to the remaining delivery, unless the partial fulfilment of the contract is of no interest to him.

5.) Transfer of risk

The risk of accidental loss or deterioration of the goods shall pass to the customer as soon as the goods have been made available to the customer or have been handed over to a forwarding agent or carrier, but at the latest when they leave the delivery works. If dispatch is delayed due to circumstances for which we are not responsible, the risk shall pass to the customer on the day of receipt of the notification that the goods are ready for dispatch. We shall only take out insurance at the express request of the customer and at the customer's expense.

6.) Returns

Returns of any kind, including in the event of transport damage, require prior agreement with us.

7.) Investigation, complaint and warranty

Any existing defects which are recognisable upon reasonable inspection must be notified to us in writing within 8 days of the arrival of the goods on site at the latest; hidden defects must be notified to us immediately upon discovery. If this notification is not made in due time, the quality of the goods shall be deemed to have been approved. After cutting or otherwise commencing processing of the delivered goods, warranty claims are excluded to the extent permitted by law.
Customary or minor technically unavoidable deviations in quality, colour, width - length, weight, equipment or design cannot be objected to. In the event of a justified, timely notice of defect, we shall be entitled and obliged, at our discretion, to rectify the defect or to make a new delivery free of defects, taking back the delivered goods. The customer shall grant us the necessary time and opportunity to carry out any necessary repairs or replacement deliveries. If we do not fulfil our obligation to make a replacement delivery or to rectify a defect within a reasonable period of grace set by the purchaser, the purchaser shall be entitled to withdraw from the contract. Further claims of the purchaser, in particular also claims for compensation for damage that has not occurred to the delivery item itself, shall be deemed excluded.

8.) Reservation of ownership

The delivered goods shall remain our property until full payment of all claims, including those arising in the future, to which we are entitled from the business relationship with the customer, irrespective of the legal grounds. The customer is entitled to use, process and resell our goods as intended in the ordinary course of business. The customer is not authorised to dispose of the goods in any other way. If our goods are combined by the customer with other items to form a single item, it is agreed that the customer hereby assigns to us pro rata co-ownership within the meaning of Section 947 (1) of the German Civil Code (BGB) and shall keep the item for us. In the event of the sale of goods to which we are entitled to ownership rights in accordance with the above provisions, the purchaser hereby irrevocably assigns to us his entire claim in the event of co-ownership pro rata from the underlying purchase contract up to the amount of our residual claim. The buyer shall be entitled to collect this claim as long as he meets his obligations towards us without restriction. The purchaser shall notify us immediately by registered letter of any seizure, confiscation or other dispositions by third parties and shall take all necessary measures to protect our rights at its own expense. We undertake to release the securities to which we are entitled at the request of the customer at our discretion to the extent that their value exceeds the claim to be secured by 20%. In the case of a current account, the reserved property shall be deemed security for our balance claim.

9.) Withdrawal and other rights

If there is a significant deterioration in the economic and financial circumstances of the customer, if the customer pledges his stocks, outstanding claims and purchased goods or assigns them to other creditors as security, or if the customer is in arrears with significant parts of his payment to us, we are entitled to demand security and, if sufficient security cannot be established, to withdraw from our delivery obligation after setting a reasonable period of grace and to demand damages for non-performance. We are further entitled to demand the immediate return of our goods delivered under retention of title. The payment obligation of the customer remains unaffected by this.

10.) Data processing

We are entitled to collect, store and process required personal data within the framework of the applicable Data Protection Regulation (DSGVO).

11.) Jurisdiction and place of performance

If the contractual partner is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the place of performance for all disputes arising from the contractual relationship, including proceedings involving cheques, bills of exchange and documents, shall be the registered office of the company (D-51674 Wiehl). The place of jurisdiction is the local court Gummersbach. We are also entitled to take legal action at the registered office of the contractual partner.

12.) Miscellaneous

The invalidity of individual provisions shall not affect the validity of the contract or the remaining GTC provisions.

Terms of Sale and Delivery Status 2021