General Terms and Conditions
General Terms and Conditions / Sale and Delivery Conditions
Our deliveries and other services provided to companies, legal persons under public law, and to public legal special funds, are granted exclusively in accordance with the following conditions.
I. Conclusion of Contract
1. Delivery agreements, along with any amendments, ancillary agreements, or other agreements, only become effective upon confirmation from us. The delivery contract and any amendments, ancillary agreements, declarations regarding its end, and other declarations and notifications shall require the text form, insofar as not otherwise agreed in these conditions.
2. The ordering party recognises our Sale and Delivery Conditions upon receipt of our confirmation and/or acceptance of the ordered goods or services. We shall not be bound by any deviating General Terms and Conditions of the ordering party. They shall not become part of this agreement, either through the acceptance of the order nor through any other implied action.
II. Bids, Prices, Delivery Terms
1. Our offers are non-binding with regards to prices, quantities, delivery terms, and delivery options. The offer provided by us, in conjunction with the agreed overview of conditions, in text or written form, shall exclusively determine order acceptance, the scope of the delivery, and the delivery deadline. Our prices are provided ex works (INCOTERMS in their currently valid version) plus statutory VAT.
2. We do not package our products. If the ordering party requests packaging, we reserve the right to select the packaging materials and type of packaging. Pallets, containers, and other reusable packaging shall remain our property and shall be returned to our place of delivery by the ordering party promptly and free of charge. Disposable packaging shall be invoiced at cost and shall not be accepted if returned.
3. If the delivery deadline is later than four months after the conclusion of the contract, a price adjustment to changed pricing bases (e.g. raw materials, wages) is permitted. We will then invoice the prices valid on the date of delivery. The same shall be true for orders without agreed prices.
4. We must be able to clarify all technical questions, and the ordering party must properly fulfil its obligations in due time in order for the delivery term indicated by us to be initiated and adhered to. If an agreed delivery deadline is not met due to reasons under our control, the ordering party must provide us with an appropriate grace period for delivery in writing. This grace period shall be at least three weeks. If delivery is not completed by the time this grace period expires, and if the ordering party wishes to withdraw from the agreement for this purpose or demand compensation for damages instead of services, it shall be obligated to inform us of this in advance in writing, with an express request for delivery and an appropriate further grace period.
5. Our delivery obligations shall be suspended in case of force majeure; if there is a significant change in the circumstances which exist at the conclusion of the agreement, we shall be entitled to withdraw from the agreement. Unexpected, unavoidable incidents during manufacturing and other problems, such as labour disputes or other disturbances in our own company or in the companies of our suppliers, as well as late deliveries from our suppliers, shall entitle us to extend the delivery term by the duration of the problem. We will inform the ordering party of the beginning and end of such circumstances as promptly as possible.
III. Liability for Aluminium Structures and Special Designs
1. Materials used are selected in accordance with valid DIN specifications. Appropriate dimensioning ensures the portability required in the standards.
2. Special designs in accordance with the ordering party's requirements shall be manufactured in accordance with accepted engineering practice; however, we will not accept any liability for accidents or any other potential consequences. We are not liable for faults resulting from the documents and information (drawings, templates, or similar) specified by the ordering party.
IV. Delivery Conditions, Place of Service, Returned Goods
1. We reserve the right to select a method of shipping and shipping route. Additional costs incurred due to special shipping requests from the ordering party shall be borne by said party. The same shall be true of any increases in freight rates which occur after the conclusion of the agreement, any additional costs for re-routing shipments, warehouse costs, etc., if delivery free of charge has not been agreed.
2. Products are delivered “ex works” (INCOTERMS in their currently valid version). Delivery “free of charge” shall require a separate condition agreement. The risk of destruction, loss, or damage of goods shall be transferred to the ordering party upon delivery or at the time of provision, if the goods are to be picked up by the ordering party.
3. Partial deliveries and associated invoices shall be permitted, unless they are unreasonable for the ordering party.
4. Returns of goods shall only be permitted if we expressly agree to them; we are entitled to invoice flat-rate return costs in the amount of 10 % of the net goods value, and at least 12.50 €. This does not apply if the ordering party is entitled to withdraw from the agreement under the law (Sec. 323 BGB - German Civil Code), or is entitled to demand supplementary performance (Sec. 437 no. 1 BGB).
V. Retention of Ownership
1. We reserve ownership to all goods delivered by us until we receive payment for all claims resulting from our business relationship with the ordering party (reserved goods). For open accounts, reserved ownership shall also function as a security for claims on the balance. The ordering party shall be entitled to sell goods in our reserved ownership within the framework of normal business operations.
2. If the reserved goods become a component of a new good belonging to the ordering party by combination with other goods, we hereby agree that the ordering party shall assign us co-ownership of the new good and shall hold it for us free of charge. Our share of ownership shall be determined based on the ratio of the value of the reserved good to the value of the new good.
3. The ordering party hereby already assigns us all claims resulting from the resale of reserved goods to its buyer. If the reserved goods are sold along with other goods that do not belong to us, the ordering party shall assign the part of the claim resulting from the resale that corresponds to the invoiced amount for the reserved goods. If reserved goods are sold in which we hold partial ownership, the share of the claim assigned to us from the resale shall be determined based on our percentage of ownership.
4. The ordering party shall retain an irrevocable entitlement to collect the claim from the resale. Upon request, it must inform its buyers of the assignment and must give us all information and provide us with all documents required for us to assert our rights.
5. We hereby undertake to release the securities to which we are entitled if their value exceeds the claims to be secured by more than 10 %.
6. If the reserved goods are seized, or if our rights are infringed upon by third parties in any other manner, the ordering party must inform us of this promptly.
VI. Payment Conditions
1. If not otherwise agreed, the ordering party must pay the purchase price to us within 30 days after the invoice is prepared. After this deadline, the ordering party shall fall into default in accordance with Sec. 286 para. 2 no. 2 BGB.
2. Checks and bills of exchange shall only be accepted for the purpose of compliance; bills of exchange shall only be accepted following a separate agreement. Exchange fees and other payment costs shall generally be borne by the ordering party, and shall be due immediately.
3. Withholding payments due to counterclaims or off-setting them against counterclaims shall not be permitted, unless the counterclaims are uncontested, have been legally determined, or are the subject of an anticipated ruling.
4. We are entitled to demand immediate payment for our claims, if we become aware of circumstances that indicate a deterioration in the assets or financial situation of the ordering party.
VII. Characteristics of Goods, Warranty
1. Only the characteristics described in our product descriptions, specifications, and designations shall be valid as guaranteed characteristics of our goods. Public statements, promotions, or advertisements shall not be deemed guaranteed information on the characteristics of purchased goods. The ordering party shall be obligated independently of this to inspect our products and services itself to ensure they are suitable for its proposed use.
2. We accept no liability for our product or service information extending beyond the applicable individual agreement. Our product descriptions and information only describe the characteristics of our products and services, and do not represent a warranty in the sense of Sec. 443 BGB. Agreements regarding warranties shall require the written form. A warranty declaration shall only be effective if it describes the content of the warranty, its duration, and the spatial scope of application of warranty protection in sufficient detail.
3. We hereby reserve the right to make technical changes during product development.
VIII. Violations of Obligations
1. The statutory rights of the ordering party in accordance with Sec. 437 no. 1 BGB shall apply, under the scope of the following provisions:
a) Insofar as the delivered goods are partially or completely unusable due to defects, we will, at our own reasonable discretion, correct the defect free of charge or deliver objects which are free from defects free of charge (hereinafter jointly referred to as “supplementary fulfilment”). We will also bear the direct costs of installation and dismantling incurred by the ordering party. There shall be no such obligation to bear costs for direct installation and dismantling, if they are incurred abroad. Furthermore, there shall be no such obligation if said costs are not appropriate for the delivery price of the defective delivered goods. The ordering party shall bear all other costs. We shall bear no responsibility for damages due to natural wear and tear for the term of use.
b) In order to take advantage of supplementary fulfilment we deem necessary at our own reasonable discretion, the ordering party must provide us with an appropriate amount of time and opportunity. Only in urgent cases where occupational safety may be endangered, or in order to avoid unreasonably large damages, or if we fall into default with rectifying defects, does the ordering party have the right to correct said defects on its own or have them corrected by a third party, and to demand that we reimburse it for costs incurred. We must be informed immediately in such cases.
2. The other statutory rights of the ordering party shall apply in accordance with the following provisions: We will be liable exclusively in the following cases:
(1) Intentional violation of obligations;
(2) Grossly negligent violation of obligations by our legal representatives and agents;
(3) Culpable injury to life, body, or health;
(4) Intentionally hiding defects or warranties for characteristics of a delivered object;
(5) Culpable violation of central contractual obligations - in case of gross negligence by non-managerial employees and slight negligence, however, our obligations shall be limited to reasonable and foreseeable damages typical for the type of contract involved;
(6) Insofar as we are liable for personal injury or property damage for privately used objects in accordance with the Product Liability Act.
3. If not otherwise regulated in VII clauses 1 and 2, our liability shall be excluded.
4. We must be informed of defects promptly after they are discovered. Defective objects must be provided to us. We will only reimburse the costs of return delivery if we request said delivery.
5. The ordering party shall bear the burden of proof that the requirements for the claims it is making due to a violation of obligations have been fulfilled. This also applies to any culpability by us.
6. Claims for defects shall expire 24 months after delivery of goods, insofar as a longer expiration term is not established under law.
7. Sec. 350 BGB shall apply to statutory rights of withdrawal.
1. The place of fulfilment shall be Bad Pyrmont.
2. The place of jurisdiction shall be Hameln. However, we may also submit a claim in the ordering party's registered headquarters.
3. The contractual relationship shall be subject to the law of the Federal Republic of Germany. Application of uniform UN sales law (CISG) shall be expressly excluded.
4. Refraining from asserting any right under this delivery agreement, or asserting any right late, in whole or in part, shall not indicate a waiver of this right or of any other right
5. If a provision shall be or become invalid, this shall not affect the validity of the remaining provisions.
6. We hereby provide notification that we save personal data in accordance with statutory provisions, and that we process said data in order to handle business transactions.
07/2012 Managing Directors: Friedrich Florian Schlichte, Roswitha Schlichte · AG Hannover HRB 100214
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