General Business Terms and Conditions
All orders are accepted only on the basis of our General Terms and Conditions of Delivery and Sales. The parties shall agree that this contract is concluded for the purposes of acquiring commercial goods. Deviations from this agreement are binding only if confirmed in writing by us. Our offers are non-binding. The placement of an order constitutes acceptance by the purchaser of our General Terms and Conditions of Delivery and Payment. For special fabrications, quantity variations are possible of up to 20% and shall be acknowledged by the customer.
The prices in force on the date of delivery shall be calculated. All prices are stated net, excluding applicable value-added tax.
Deliveries are made ex factory Versmold at the expense and risk of the purchaser. We shall be entitled to make partial deliveries. Separate agreements apply for export deliveries. Transport packaging shall not be reimbursed.
Our invoices are payable within 30 days / net.
Delivery times are stated to the best of our knowledge, but are not binding. Exceptions are valid only if we have confirmed adherence to a specific delivery date in writing. Delivery obligations and periods shall be suspended as long as the purchaser is in arrears with its obligations.
All circumstances beyond our control (strike, lock-outs, operating disruptions, energy and raw material shortages, difficulties procuring production materials and spare parts for machines, traffic disruptions, hindrances in monetary and credit transactions, civil unrest, war, and other higher order dispositions) shall be considered as force majeure and shall release us for the duration of the circumstance from our delivery obligation.
These circumstances shall further entitle us to withdraw in part or wholly from the contract.
In the event of late delivery, the purchaser shall be obligated to set a reasonable grace period of at least 4 weeks. If delivery is not successful after expiration of this grace period, the purchaser shall be entitled to withdraw from the contract as long as normal merchandise was ordered. This right of withdrawal shall not apply to orders of custom items, in which case a new delivery date shall be negotiated. Compensation for damages resulting from late delivery shall be excluded.
Complaints with respect to the characteristics of the goods or incorrect quantities must be reported within 8 days from receipt of the merchandise. Hidden defects must be reported immediately after detection, but no later than 3 weeks.
The stated dimensions are generally approximate. We reserve the right to make deviations in the dimensions as well as variations in colors.
Right of Retention
The merchandise shall be delivered under the right of retention and shall remain the property of the seller until full payment has been made of all, including future, claims resulting from the business relationship with the purchaser and its affiliates. The right of retention shall remain in effect even if individual claims are included in a continuous invoice and a balance has been drawn and recognized.
The purchaser shall advise its customers of its limited ownership in the merchandise until these have paid the purchase price in full. The purchaser shall hold the property owned and co-owned by the seller without compensation. The purchaser shall be entitled to process the goods under retention in the ordinary course of business, unless the customer is in payment arrears. The goods under retention shall not be assigned or given as security. Any claims of the purchaser from resale or other legal circumstance (insurance, unauthorized action) with respect to the goods under retention shall be assigned now to the seller in full.
The seller grants purchaser the revocable right to collect the assigned claims at its own expense and in its own name. If requested by the seller, the purchaser shall disclose the assignment and furnish to the seller the necessary information and documents.
In the case of third-party intervention in the goods under retention, the purchaser shall disclose the ownership of the seller and notify the seller immediately. The purchaser shall be responsible for costs and damages. In the event of breach of contract by the purchaser, in particular payment arrears, the seller shall be entitled to seize the goods under retention at the expense of the purchaser or to demand assignment of the handover claims of the purchaser with respect to third parties.
A seizure or assignment of the goods under retention by the seller shall not constitute a withdrawal from the contract, to the extent the installment payment law does not apply.
The right of retention shall be subject to the condition that upon full payment of its claims from the business relationship the ownership of the goods under retention shall transfer automatically to the purchaser and the assigned claims shall accrue to the purchaser.
The seller shall be obligated to release securities according to its discretion to the extent that their value exceeds all claims to be secured by 25%.
The purchasers claims due to defects expire in one year. In the event of deliberate non-disclosure of defects or the assumption of a warranty for characteristics, further claims are unaffected.
Remedy of Defects
The purchaser must assert the right to remedy of defects with us immediately. We reserve the right to repair the defect or to replace the merchandise. Parts that have been replaced will remain our property.
Place of Fulfillment
The place of fulfillment for delivery and payment shall be Versmold.
For all disputes the following legal venue shall be agreed: for dispute values up to 5000 Halle/Westphalia, and for dispute values of 5000 or more, the Bielefeld Landgericht (district court). The agreement shall be subject to German law under exclusion of the U.N. Sales Convention (CISG).
The application of the U. N. Sales Convention CISG shall be excluded.
If one or multiple provisions of this agreement are or become invalid, the remaining provisions shall remain unaffected. The contractual parties shall replace the invalid condition with a new valid provision that complies with the intent of the original provision and to initiate negotiations in this regard immediately.