General terms and conditions
Our GTC1. the following terms and conditions of sale, delivery and payment shall apply exclusively to our deliveries and sales. Purchasing conditions of the Purchaser deviating from the above shall only apply as an exception if they have been expressly confirmed by the Seller. Should any part of these terms and conditions or of the delivery transaction be invalid, this shall not affect the validity of the remaining terms and conditions or of the delivery transaction. In this case, the contracting parties shall agree on a new provision in place of the invalid provision which comes as close as possible to the purpose pursued by the invalid provision.
The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only binding for the execution if they have been expressly confirmed. The supplier reserves the right of ownership and copyright to cost estimates, drawings and other documents: they may not be made accessible to third parties. The customer is obliged to make plans designated as confidential by the supplier accessible to third parties only with the supplier’s consent. Any agreement with our representatives requires our express written confirmation. This applies in particular to orders received.
2. the prices at the time of placing the order shall apply. Value added tax is not included in the price and will be invoiced separately at the respective statutory rate. For each delivery will be charged shipping service in the amount indicated.
Should the manufacturing costs increase by more than 5% between the date of the sales confirmation and the date of delivery, e.g. due to changes in currency conditions, wages and other cost factors, the Seller reserves the right to increase the prices accordingly or to withdraw from the contract. In this case, the Purchaser shall not be entitled to claim damages for non-performance or partial non-performance.
3. delivery shall be made at the delivery time stated on the order confirmation ex works or ex warehouse. We reserve the right to make short or excess deliveries of up to 10% of the ordered quantities. With regard to the dimensions specified for our delivery items, we reserve the right to deviations customary in the trade, unless we have expressly guaranteed compliance with the dimensions. The reliable shipment of the ordered goods is ensured by carriers contracted by us. The parties agree that in the event of a dispute, it shall be incumbent upon the Purchaser to prove non-receipt of a delivery.
The delivery time is only approximate and begins with the dispatch of the order confirmation, but not before the provision of the documents, approvals, releases to be procured by the customer and before receipt of any agreed down payment. The delivery period shall be deemed to have been complied with if the delivery item has left the factory or notification of readiness for dispatch has been given by the time the delivery period expires. The delivery period shall be reasonably extended in the event of unforeseen hindrances beyond the control of the Supplier or its subcontractors, e.g. operational disruptions, rejects, delays in the delivery of essential raw materials and building materials, insofar as such hindrances affect the completion or delivery of the delivery item; this shall also apply if they occur during a delay in delivery.
The observance of the delivery period requires the fulfillment of the contractual obligations of the purchaser. All deliveries are ex works and travel at the risk of the recipient, even if carriage paid, fob or cif delivery has been agreed. Additional freight charges caused by special circumstances, in particular by the customer’s wishes or the nature of the goods (bulky goods, goods of special volume), shall be borne by the customer. If the shipment is delayed through the fault of the purchaser, the risk shall pass to the purchaser on the day of readiness for shipment. Delays or obstructions in delivery as a result of force majeure, including mobilization and war, operational disruptions of all kinds, strikes and lockouts, shortages of raw materials and fuels and unforeseen measures – even if our upstream suppliers are affected by this – shall entitle us to cancel the existing delivery obligations in whole or in part, without this giving rise to any claims for compensation on the part of the purchaser, including those under § 325 BGB (German Civil Code). This shall also apply in the event of only partial non-performance of the contract. Non-fulfillment of the obligations incumbent upon the Purchaser or circumstances which make the delivery of sold goods impossible or excessively delay or complicate the delivery of sold goods shall entitle the Seller to cancel its delivery obligation in whole or in part for the duration of the hindrance or its after-effects, as well as in all cases of force majeure, official measures, operational disruptions and the like, also at the Seller’s suppliers. The Seller shall not be obligated to make subsequent deliveries of the quantities that fall within this period. Such events shall entitle the Seller to withdraw from the contract even without being liable for damages. The Purchaser’s obligation to pay damages shall remain unaffected. Partial deliveries are permissible unless expressly agreed otherwise.
The call-offs of the individual partial services shall be made as far as possible in equal periods and quantities and in such a timely manner that proper manufacture and delivery is possible within the contractual period, otherwise the Seller shall be entitled to withdraw from the contract or to demand compensation for the additional costs incurred. If a time limit for the delivery schedule is not specified, a period of 4 months shall be deemed agreed. In the event of delays in partial deliveries, the Purchaser may not assert any rights in respect of the remaining partial quantities. If an acceptance period has been specified, the Seller shall not be obliged to make deliveries beyond its expiry.
(4) For machines or plant components, the supplier shall provide a warranty for visible and hidden defects or the absence of warranted characteristics within 6 months, however, for a maximum of up to 1000 operating hours, after the day of delivery exclusively in such a way that he shall, at his discretion, either repair the goods free of charge or supply defect-free goods. No liability is assumed for material defects that could not be detected during processing by the supplier. Due to the warranty, ordinary wear and tear, wearing parts, supplies, lay days or indirect damages of any kind, labor and travel expenses, compensation for overtime and Sunday work, freight charges and other secondary damages will not be compensated. Notification of defects must be made in writing without delay, no later than 10 days after delivery of the goods, and in the case of hidden defects, no later than three days (after discovery of the defect). If these deadlines are missed, warranty claims can no longer be asserted. Notwithstanding the foregoing, the warranty period of the manufacturer of these parts shall apply to externally sourced parts that are built into the object of purchase.
For adhesive tapes and similar products, defects in the goods shall be notified in writing immediately upon their discovery, but no later than 10 days after receipt of the consignment, without prejudice to any earlier statutory duty to notify. In the event of a recognized complaint, the goods will be taken back and, at our discretion, replaced or reimbursed up to the amount of the invoice value; if a replacement delivery is defective, the customer may demand a reduction. Further claims of the customer, in particular for cancellation of the contract, reduction of the purchase price or damages are excluded. Due to defective partial deliveries, the Purchaser may not assert any rights with regard to the remaining partial quantities. Recommendations or suggestions from our technical staff are given based on experience gained in the field. However, they are non-binding and do not release the purchaser from his own inspections and tests. No liability is assumed by the seller for the delivered goods being suitable for the purposes envisaged by the purchaser. Such liability can also not be derived from an information leaflet or instructions for use issued by us. Liability for damages of a direct or indirect nature in connection with the processing or use of the goods is excluded.
The Supplier shall not be obliged to remedy the defect or to make a subsequent delivery as long as the Purchaser fails to fulfill its contractual obligations. The warranty obligation expires if the delivered goods are modified, improperly handled, operated or processed or if the relevant instructions of the manufacturer are violated. If attempts to remedy defects are carried out or initiated without the consent of the supplier, the warranty shall also expire. Other claims of the purchaser due to defects or the absence of warranted characteristics are excluded. We are entitled to make reasonable partial deliveries.
(5) If, after the acceptance or execution of the order, circumstances become known from which a lower creditworthiness of the Purchaser and a risk to the Seller’s claims can be concluded, the Seller shall be entitled, beyond the provisions of § 321 of the German Civil Code (BGB), to demand either immediate security or immediate cash payment at its discretion, freely deviating from any otherwise agreed terms of payment. It is sufficient if the claims have proven to be only temporarily at risk. The same applies if the customer is in default with an obligation incumbent upon him, such as payment or acceptance.
6. the goods shall remain the property of the seller until all current claims arising from the business relationship have been satisfied. Until then, the Purchaser is not entitled to pledge the goods or to assign them as security without the Seller’s consent. In the event of seizure or confiscation or other dispositions by third parties, he shall notify us thereof without delay. The assertion of the reservation of title by us shall not be deemed to be a withdrawal from an unfulfilled delivery contract. The Purchaser shall be entitled to process the delivered goods in the ordinary course of its business.
The Seller shall be entitled to co-ownership of the new items created by processing or combination with other goods in the ratio of the delivered goods to the value of the new item. Insofar as the ownership of the goods is lost as a result of the processing or the combination, the Purchaser shall already now transfer the ownership of the object resulting from the processing to the Seller as security for all claims pursuant to paragraph 1; to this extent, the main item shall be stored by the Purchaser free of charge with due diligence for the Seller separately from other goods of the Purchaser. Claims arising from the sale of the goods delivered by us, regardless of whether they are in a processed or unprocessed state, are hereby assigned by the Purchaser in full to the Seller as security. As long as the Purchaser duly meets its payment obligations, it shall be authorized to collect these claims on behalf of the Seller.
However, the Seller shall be entitled to notify the purchasers (third parties) to be named at its request of the transfer and to issue instructions. The Purchaser shall notify the Seller immediately of any seizure by third parties of the goods delivered under retention of title or of the assigned claims. The goods subject to retention of title shall be handled with care and insured against fire and water damage; any insurance claims arising in the event of damage shall be assigned to us. If the securities exceed the Seller’s claims to be insured by more than 20%, the Seller shall release the securities exceeding this amount at its discretion upon request.
7. please refer to the order confirmations sent for the terms of payment. Bills of exchange and checks shall only be accepted on account of payment after express agreement, subject to the usual reservations, and shall in any case be deemed to be payment only after they have been honored. Corresponding expenses for discount, collection, etc. shall be borne by the customer. The Seller shall not be liable for timely presentation, protest and return of the bill of exchange in case of dishonor. The assertion of a right of retention by the purchaser – also on the basis of a complaint – is excluded. A cash discount deduction from new invoices is not permitted as long as older invoices due are still unpaid. If the Purchaser is in default with a payment, the Seller shall be entitled, subject to the reservation of further rights, to charge interest without reminder at a rate of 5% above the discount rate of the Deutsche Bundesbank valid at the time from the due date until the date of payment.
8. place of performance is 42277 Wuppertal For all disputes arising from this contract, the subject-matter jurisdiction of the local courts is agreed. Furthermore, the local jurisdiction of the Local Court of Wuppertal-Elberfeld is agreed in the event that
a) the Purchaser is a merchant without being one of the tradesmen designated in §4 HGB.
b) after conclusion of the contract, the Purchaser moves its place of residence or habitual abode outside the territory of the Federal Republic of Germany or West Berlin or its place of residence or habitual abode is not known at the time the action is brought. Unless otherwise specified above, the statutory provisions shall apply.
9. adhesive tapes and similar products are subject to AFERA terms and conditions – latest edition – as far as they are not modified by the above general terms and conditions.
10. personal data will be stored by us in the manner permitted by the Data Protection Act.