Terms of payment and delivery
The General Trading Conditions are not applicable to the Ordering Party unless will be clearly recognised by us in a written confirmation. The General Trading Conditions apply in particular to constant transaction conditions also for future transactions which
2. Offers, awarding orders, contracts, additions and changes
2.1. Our offer prices are not binding unless they are determined in the form of permanent offers. In the case of new orders (next) we are not bound by previous prices.
2.2. Awarding orders, contracts as well as additions and changes are binding only if confirmed by us in writing. This also applies to resignation from the requirement of a written form. Delivery dates and prices given in the confirmations of orders and delivery as well as information provided by phone are only for informational purposes and are not legally binding unless explicitly confirmed as legally binding.
2.3. With regard to the assured properties of the goods, only our description in the offer is essentially considered binding. Documents belonging to the offer, such as illustrations, drawings, formulas, data on weight, colour and dimensions are only indicative unless clearly identified as binding.
3. Delivery dates and sharing of materials
3.1. Delivery dates start to run after all the documents necessary to fulfil the order and agreed advance payments have been received as well as in the case of timely delivery of materials. Keeping the delivery date assumes fulfilment of contractual obligations by the Ordering Party.
3.2. Delivery dates apply subject to timely delivery from the customer unless we have approved delivery dates in writing and bindingly. With the declaration of readiness for shipment, it is considered that the delivery date has been met if it is delayed without our fault or the delivery becomes impossible.
3.3. If the agreed delivery date is not met by our fault, then the Ordering Party will be entitled, with the exclusion of further claims, after the expiry of the appropriate additional time limit, to demand compensation for delay or withdrawal from the contract, if when setting the additional time limit, the Ordering Party signalled the possibility of resigning from the service. Compensation for delay is 0.5% for each full week of delay, a total of at most 5% of the value of this part of delivery which has not been carried out within the additional time limit.
3.4. Submission of orders and specifications of individual parts of the order should be made in possibly evenly distributed periods and quantities, in a timely manner, so that it was possible to produce and deliver properly within the contractual time limit. If the time limit has not been specified, then a period of 3 months applies as binding.
3.5. Events connected with force majeure extend the delivery period accordingly. This also applies to the intervention of the authorities, problems related to the supply of energy and raw materials, strikes, blockades and unforeseen difficulties in delivery unless they result from our fault.
3.6. If the materials are delivered by the Ordering Party, they will be delivered at expense and risk of the Ordering Party, along with the appropriate quantity surcharge, at a minimum of 5%, timely and intact. If these assumptions are not met, delivery time is extended accordingly. Beyond the cases of force majeure the Ordering Party will incur additional costs made on our side if the order is not completed timely.
4. Shipping, delivery
4.1. Delivery is carried out from our branch (EXW - Incoterms 2010). Shipment of goods is carried out at the expense of and risk of the Ordering Party. Unless otherwise agreed, we choose the packaging, method of shipment and delivery. Also in the case of delivery free of transport charges, the risk is passed to the Ordering Party with the delivery item leaving the plant. In the case of delays in shipping due to the fault of the ordering party the risk is passed already at the moment of giving information on readiness for the risk is passed already at the moment of giving information on readiness for shipment. On the written request of the Ordering Party, the goods will be insured at the expense of the Ordering Party for damage related to storage, damage such as breakage.
4.2. We agree for appropriate partial deliveries and deviations from the quantities specified in the order up to +/- 10%.
5. Title retention clause
Deliveries remain our property until making full payment.
6. Prices and payment terms, right of retention
6.1. All payments should be made only in Euros. In the case of prices, it is considered, subject to other branch arrangements, that they do not include transport charges and VAT. The minimum order value is EUR 50.
6.2. Unless otherwise agreed, payments must be made within 14 days from the date of issuing the invoice after deducting 2% discount and without deduction within 30 days from the date of issuing the invoice. Longer payment periods require concluding explicit written agreement.
6.3. 50% of the net price for moulds and tools must be paid after confirming the order and 50% no later than 4 weekdays after providing pattern according to the contract. Together with confirmation of the changed orders by the Ordering Party, before finishing the moulds, all costs incurred up to that point should be reimbursed provided that they exceed the advance payment.
6.4. The condition of granting the discount is to settle all earlier due payments of invoices. In the event of any payment by promissory note it is not possible to grant a discount. Payment of invoices by promisory note is for the existing payments. Payment with promissory notes requires our express consent. The costs of discount, promissory notes and expenses are incurred by the ordering party. The discount covers only the value of the goods without transport charges.
6.5. The Ordering Party can make mutual settlements and assert the right of retention if his claims are considered to be uncontested or they are valid. In case of a justified and timely complaint, the Ordering Party has the right to postpone only the payment of the invoice part that relates to a defective delivery.
6.6. Failure to meet the payment terms or the occurrence of circumstances which justify serious doubts regarding credit worthiness of the ordering party, results in the immediate maturity of all our demands. In addition, in this case we are entitled to demand advance payment for not made delivery or grant letter of credit and exercise the right to withdraw from the contract, after unsuccessful expiration of the right time limit.
7. Delay with payment on the part of the ordering party
If the payment terms are exceeded by the Ordering Party we are entitled to demand, from the moment of delay, interest on late payments in the amount of 8%.
8. Moulds and tools
Price for moulds and tools does not include the costs of test and processing devices as well as costs of changes ordered by the ordering party. Unless otherwise agreed, we remain the owners of moulds and tools manufactured for the Ordering Party by us or by third parties appointed by us. Moulds and tools paid by the ordering party are used only to carry out his orders, as long as he fulfils his obligations regarding payment and collection. Our storage obligation expires two years after the last partial delivery of moulds and tools.
9. Obligation to inspect the goods and submit reservations
Complaints should be filed without delay, in writing, no later than two weeks after receipt of the delivery. In the case of hidden defects which cannot be detected, despite proper control of the goods entering, the time limit for complaint is extended to a week from the moment the defect is found, at most up to six months from the receipt of the goods.
10. Warranty and compensation
We are responsible for delivery defects or services performed in the case of proper fulfilment of the control obligation and reporting complaints about goods by the ordering party. Our liability is as follows:
10.1. If the purchased item has a defect, we are entitled, at our discretion, to its removal or delivery of a defect-free item (later fulfilment of the obligation). If one or both types of the later fulfilment of the obligation turn out to be impossible or disproportionate, we are entitled to reject the possibility of their implementation.
10.2. We can reject the possibility of further performance of obligations if the ordering party does not fulfil payment obligations towards us in such a scope which corresponds to the defect-free part of the service performed.
10.3. If the later fulfilment of the obligation described in section 10.1. turns out to be impossible or it fails, the Ordering Party has the right to choose appropriate price reduction or withdrawal from the contract, in accordance with statutory regulations; this applies in particular in the event of a culpable delay or rejection of the possibility of later fullfilment of the obligation even if it fails the second time. The above provisions also apply to the delivery of another item or smaller quantity.
10.4. Unless the following part (section 10.5.) states otherwise, further claims of the Ordering Party, no matter what legal reason (in particular claims for damages resulting from the breach of additional contractual obligations, unauthorised operation and other non contractual liability as well as claims for reimbursement of expenses) are excluded; this applies in particular to claims for damages occurring oide the item and claims for reimbursement of the lost profit.
10.5. The exclusion of liability set in section 10.4.does not apply in case of liability for damages regarding risk to life, body injury or damage to health that result from violation of obligations by our fault, made by us, by our statutory representative or persons authorised by us to fulfil the obligations; the exclusion also does not apply to liability for other damages that result from deliberate action or violation of obligations due to gross negligence or deliberate action, or violation of obligations due to gross negligence on the part of one of our statutory representatives or by persons authorised by us to fulfil the obligations. In addition, the exclusion of liability does not apply to cases in which liability is incurred for damage to human health or material damage in the case of private use items, in accordance with the Product Liability Act. The exclusion also does not apply in the case of granting guarantee and ensuring properties if one of the defects covered by them makes us liable. A guarantee or its assurance within the meaning of increasing liability or special guarantee obligation applies only if the ter guarantee or assurance are mentioned. The above applies accordingly to cost reimbursement.
10.6. No guarantee is given for damages resulting from the following reasons: inappropriate or improper use, defective treatment or processing by the Ordering Party or third parties, defective or improper use, the influence of chemical or electrochemical agents (unless they result by our fault).
A warranty claim expires if there is no deliberate action, one year after delivery of the purchased item. Claims regarding price reduction and exercise of the right of withdrawal from the contract are excluded if the claim for later fulfilment of obligations expires. After the end of the warranty period, the Ordering Party has no right to claim retention rights in connection with defective goods or to refuse payment for the purchased goods indicating defects in them. However, the Ordering Party can refuse to pay for the purchased goods in this respect if he is entitled to it on the basis of withdrawal from the contract or the right to reduce the price.
12. Industrial property rights
Drawings, designs, patterns, templates, models, photos, expertises etc. are our intellectual property, statutorily
subject to copyright protection and cannot be made available to third parties, duplicated or disseminated without our consent. The ordering party recognises the possible industrial property rights we are entitled to in connection with the delivered goods and undertakes to comply with them and defend them against third-party infringements. In addition, the Ordering Party assumes responsibility for ensuring that production and delivery of items that are produced on his behalf, do not violate any industrial property rights of third parties and exempts us from any possible claims in this respect.
13. Applicable law
All issues related to the implementation of this contract which have not been explicitly or unambiguously specified in the contract, i.e. in particular arrangements made between the parties and settled in the General Trading Conditions, will be subject to German law.
14. Place of providing the services, the competent court
The head office of our company will be the place of
providing services in the event of liabilities of both parties. Osnabrück (Germany) will be the competent court for disputes. However, we have the right to sue the Ordering Party according to our choice within its jurisdiction.
15. Partial ineffectiveness
If individual provisions of the contract turn out be or become ineffective, it will not affect the effectiveness of other provisions. In the place of an ineffective provision, substitute regulation will be introduced which is similar to the ineffective provision. This also applies to regulatory gaps.
Stand: January 2018