General terms of business
1. We supply goods and
provide services only on the basis of our terms of sale, payment and
delivery set out below even if, in the case of ongoing business
relationships, no express reference is made to them. Amendments to
these terms, in particular different terms of business issued by the
customer, are hereby rejected. Any failure on our part not to reject
different terms shall not be regarded as acceptance, even if we
supply goods without reservation. By accepting our goods the
customer declares that it agreed to the exclusive application of our
terms of sale, payment and delivery.
2. All quotations
issued by us shall be non-binding. Purchase orders shall not be
regarded as having been accepted until we have confirmed them in
3. All the agreements made for the fulfilment of
this contract shall be made in writing.
B. Scope of goods and services
1. Technical changes from our order confirmation or the contract
shall be permitted if they are required on the basis of statutory
regulations, official orders or the state of the art in order to
achieve the objective of the contract or they do not adversely
affect either the guaranteed properties or the suitability of the
goods for the user agreed in the contract. In this respect the
documents supplied to the customer, such as illustrations, drawings,
data records as well as size, weight, consumption and performance
details shall only be regarded as approximate.
Prices and payment
1. Prices are quoted ex-works
including loading at the plant but excluding packaging. Value-added
tax at the relevant statutory rate shall be added to the agreed
2. Unless otherwise agreed, payments shall be made
within 10 days with 2% discount or within 30 days strictly net.
Default interest shall be charged after 30 days.
shall be entitled to increase the agreed prices accordingly if,
after the contract has been concluded, increases in costs take place,
in particular as a result of collective wage-bargaining agreements
or material price rises or as a result of modifications requested by
4. If we become aware of circumstances which
jeopardise the customer's creditworthiness, all our accounts
receivable shall be due for payment immediately. Our rights set out
in § 321 of the German Civil Code shall not be affected.
5. The customer shall not be entitled to claim a right of retention
or setting off against our accounts receivable unless its claims are
not disputed or have been fixed by a court of law.
1. Meeting the deadlines for goods or services
(lead times, in other words delivery dates and deadline) assumes
that the customer meets its contractual duties and obligations. Lead
times shall therefore not commence until the receipt of our order
confirmation by the customer but not before the customer has
supplied the documents, information, licences, etc. it must provide
and also not before receipt of an agreed instalment, guarantee, etc.
Delivery dates shall be postponed accordingly in these cases.
Modifications or supplements to the original scope of goods or
services agreed after the conclusion of the contract shall extend or
postpone the original delivery dates or lead times by a reasonable
period. The lead time shall be regarded as having been met if the
goods have left the factory or the customer has been notified that
the goods are ready for shipment before the end of it. Part
consignments shall be permitted.
2. Problems with the delivery of goods or provision of services
caused by forces majeures or as a result of labour disputes,
official action, operational problems, material procurement or
energy supply difficulties or other unforeseeable, extraordinary and
non-culpable circumstances but regardless of whether these
circumstances affect our company or our sub-contractors, shall
extend the lead time by the duration of the problems. This shall not
include cases in which we enter into a deadline undertaking despite
the fact that these circumstances are foreseeable or we fail to take
possible and reasonable action to prevent or avert the problems or
in which the problems have been caused by us.
with the above provisions, the listed circumstances shall not be
regarded as having been caused by us even if they occur when we are
already in default.
If, as a result of these circumstances,
the fulfilment of the contract because impossible or unreasonable or
economically unviable for us, we may cancel the contract in full or
in part. The same shall apply if, as a result of these circumstances,
we are unable to forecast when we will be able to fulfil the
contract. The customer shall not be entitled to claim compensation
on the basis of such cancellation. If we wish to exercise our right
to cancel, we must notify the customer without delay once we have
identified the extent of the event, even if an extension of the lead
time or a postponement of the delivery date has initially been
agreed with the customer.
3. If the customer suffers damaged due to a delay for which we
are responsible, the customer shall be entitled to compensation. The
amount of this compensation shall be limited to 0.5% of the order
value for every week or part week of the delay, subject to a maximum
of 5%. This shall not affect our liability as set out in section H
of these terms of sale, payment and delivery.
4. If the
shipment of the goods is delayed at the customer's request, we shall
charge the customer the costs we incur through storing the goods
subject to a minimum of 0.5% of the invoice total if the goods are
stored at our plant (or the appropriate proportion of the invoice
total in the event of part consignments) for each month, starting
one month after we give notification that the goods are ready for
shipment. We shall also be entitled, after setting a reasonable
extended deadline which then passes without any action, to dispose
of the goods elsewhere and to supply the customer with goods after a
reasonable extended period.
Transfer of risk and acceptance
1. The risk shall
be transferred to the customer at the latest at the start of the
loading operation for the goods even if part consignments are being
delivered and we have agreed to provide additional services such as
the shipment costs or delivery and installation, etc. Shipment shall
normally be made at the customer's expense and risk.
the shipment is delayed as a result of circumstances for which we
are not responsible, the risk shall be transferred to the customer
on the date on which the goods are ready for shipment.
Delivered goods must be accepted by the customer even if they are
affected by minor defects notwithstanding his rights set out in
F. Reservation of title
1. The goods shall remain our property until all accounts
receivable from our business relationship with the customer have
been settled in full (reserved title goods).
customer must insure the reserved title goods against loss, breakage,
fire, water and other damage until title to them is transferred. The
customer hereby assigns all rights from insurance policies in this
regard and its claims against its insurers to us. We hereby accept
3. The customer may not pledge or
transfer title to the reserved title goods for the purposes of
security. The customer must notify us without delay in the event of
seizure or confiscation or other orders. If the customer breaches
the contract, in particular if it is in default with payment, we
shall be entitled to take back possession of the reserved title
goods after giving a warning. This shall also apply if the customer
is over indebted or becomes insolvent, an application is made to
open insolvency proceedings against its assets or some other major
deterioration of its financial situation occurs. Claiming
reservation of title and the seizure of the reserved title goods by
us shall not be regarded as the cancellation of the contract.
4. The customer shall be entitled to resell the reserved title goods
as part of the normal course of business using its normal terms. In
the event of resale, the accounts receivable by the customer from
such resale are hereby assigned to us up to the amount of our
invoice total (including value-added tax). We hereby accept this
assignment. The customer shall be authorised to collect these
accounts receivable even after this assignment. If the customer
becomes in default with payment, an application is made to open
insolvency proceedings, the customer is suffering from over
indebtedness, insolvency or some other major deterioration in its
financial situation occurs, this entitlement to resell the goods and
to collect accounts receivable shall be void. In this case we may
also exercise our unaffected authorisation to collect the assigned
accounts receivable ourselves and demand that the customer notifies
its debtors of the assignment. Notwithstanding this we may also
demand at any time that the customer notifies us of the assigned
accounts receivable and their debtors, provides all the information
for their collection and issues the relevant documentation for this
5. Any processing or redesign of the reserved title
goods carried out by the customer shall be carried out on our
behalf. If the reserved title goods are processed with other goods
which do not belong to us, we shall acquire joint title to the new
goods proportionate to the value of the reserved title goods to the
other processed goods at the time of the processing. The same shall
apply to the goods created by the processing work as for other
reserved title goods (see above).
6. If the reserved title
goods are connected to other goods which do not belong to us such
that they become a major component of new goods, we shall acquire
joint title to the new goods proportionate to the value of the
reserved title goods to the other connected goods at the time of the
connection. If the connection takes place such that the customer's
goods may be regarded as the main goods, it is hereby agreed that
the customer shall transfer joint proportionate title to the goods.
The customer shall keep the joint title thus created for us. The
provisions relating to connection shall apply as and where
appropriate to mixing or blending. The same shall apply to the new
goods produced by mixing, blending or connection as for other
reserved title goods (see above).
7. We undertake to
release the securities we hold if their value exceeds the accounts
receivable that they secured by more than 20%.
1. The customer must inspect the goods
carefully immediately after delivery and notify us in writing of any
complaints without delay after they have been identified. 2. In
the event that the goods or services are defective, the customer
shall, at our discretion, be entitled to the rectification of the
defects or the delivery of perfect goods/production of new goods (refulfilment).
If we refuse refulfilment, it fails, it is unreasonable for the
customer or is not carried out within a reasonable deadline set by
it, the customer may, at its discretion, demand a reduction in the
invoice or cancel the contract or (in the event of a works contract)
rectify the defects itself at our expense as set out in § 637 of the
German Civil Code. Cancellation shall not be possible if the defect
is minor. The customer may not carry out the rectification work
itself if we have correctly refused refulfilment. Otherwise our
liability shall be as set out in section H of these terms of sale,
payment and delivery.
3. A guarantee of a property in the goods or the result of our
work in the sense of § 442 of the German Civil Code must be
expressly accepted by us. A guarantee of this nature shall in
particular not be deemed to have been given if such properties are
merely mentioned, such as is the case in suitability, weight,
consumption and performance details. This shall also apply to the
use of the word "guaranteed".
4. Claims for defects shall
in particular not be accepted in the following cases: Unsuitable or
incorrect use, defective assembly or installation by the customer or
third parties, natural wear and tear, incorrect or negligent
treatment (in particular excessive stressing), unsuitable media,
substitute materials, chemical, electro-chemical or electrical
influences if we are not responsible for the. If the scope of the
goods or services is changed at the request of the customer after
the conclusion of the contract and this results in the properties or
suitability of the goods or the work produced by us being adversely
affected in the sense §§ 434 and 633 of the German Civil Code,
claims for defects by the customer shall not be possible if the
adverse effects are the result of the changes requested by the
5. The customer's claims for defects shall
become statute-barred one year after the delivery of the goods to
the customer or after the acceptance of the work by the customer.
This shall not apply to work whose success consists of the provision
of planning or monitoring services.
6. We may refuse
refulfilment if the customer is in default with its duties. This
shall not affect any right of retention due to any defects up to
three times the value of the defect rectification costs.
7. The customer undertakes to provide services for the refulfilment
process at the same level as for the main order. Replaced parts must
be returned to us.
1. Claims by the customer for compensation on the basis of breaches
of duty from the contractual relationship and for illegal actions
shall be excluded - particular in relation to consequential damages
(including loss of profit). The same shall apply to claims for the
reimbursement of costs as set out in § 284 of the German Civil Code.
2. This shall not affect our liability for damages as a
result of death, physical injury and harm to the health, for claims
under product liability law, for warranties (apart from
consequential damages not covered by warranties) and for all
foreseeable damages where we are not guilty of malice or gross
negligence. We shall accept liability for property damage caused by
simple negligence as long as we are able to obtain cover under our
existing public liability insurance policy.
3. We shall
accept liability for the culpable breach of major contract duties in
the sense of § 307 Section 2 No. 2 of the German Civil Code even for
simple negligence but only for foreseeable damages and only up to
the sum of EUR 2,000,000.00, only up to EUR 600,000.00 for small
orders with a delivery value of up to EUR 50,000.00 (net excluding
value-added tax) but subject to a maximum of 12 times the delivery
value of the actual goods delivered.
Contract documents, intellectual property rights
1. We reserve title and copyright to all contract documents such as
designs, drawings, calculations, data records and estimates. These
may not be copied or disclosed to third parties without our consent.
Any rights to patents, design patents, etc. shall be exclusively
ours, even if no application has yet been made for them. The
reproduction of our products shall only be possible out written
2. If our goods and services include software,
the customer shall have a non-exclusive right to use the software
including its documentation but only on one system and the goods
defined for the purpose. Copyright notes must not be removed or
amended, sub-licences must not be granted.
Place of fulfilment, place of jurisdiction and applicable law
1. The exclusive place of fulfilment for both parties to the
contract shall be our registered office at D-75389 Neuweiler. If our
customers are businessman, legal entities under public law or public
law special funds or do not have a general place of jurisdiction
within the Federal Republic of Germany, the courts with jurisdiction
for D-75389 Neuweiler or D-70182 Stuttgart shall be agreed as the
place of jurisdiction. However, we shall also be entitled to lodge
claims in any other place of jurisdiction.
2. Our legal
relationships with our customers shall be based exclusively on the
laws of the Federal Republic of Germany. The applicability of the UN
Convention for Contracts for the International Sale of Goods shall
L. Burden of proof, amendments,
1. Any burden of proof rules in
favour of the customer shall not be affected by these terms of sale,
payment and delivery.
2. Amendments to these terms of sale,
payment and delivery or other contractual agreements must be made in
3. If individual parts of these terms of sale,
payment and delivery are voided by the law or individual contracts,
this shall not affect the validity of the other provisions.