Terms of Business
I. Validity
Our Terms of Business apply without exception for our offers, order confirmations and other documents. They apply for contracts, if no deviations are agreed in written form for individual cases. Generally, no contract with other terms will come into effect; we disagree to respective Terms of Purchase. The contract partner agrees to this regulation.
II. Offers, Contract Acceptance and Performance
1. Offers are non-binding and non-obligatory, if not expressively agreed differently.
2. Offers are only deemed accepted with our written confirmation; this applies particularly for the confirmation of delivery dates.
3. Delivery dates start with the date of our order confirmation. They are non-binding; their non-compliance does not imply delayed performance and does not release the customer from the obligation to take delivery. Claims for compensation due to delayed deliveries are excluded.
4. Our deliveries shall be effected under reservation of ownership. Only with the payment of all obligations, also from earlier deliveries, is the ownership of our goods transferred to the customer.
5. If the customer passes on our reservation of ownership, she is entitled to sell or process the delivered goods. This entitlement is cancelled in case of an agreement of a prohibition of assignment with the customer's buyer, or in case of delayed payment to us.
6. Pledges, the granting of security interests, or global assignments, are not allowed to the customer.
7. In order to safeguard our property, the customer transfers to us, to the amount of our entire claims up to the repayment of all of her liabilities to us, all claims against her buyers due to the resale of the goods subject to retention of title, or of their combining, mixing or pro-cessing, as well as her portions of property to the mixed goods, or to the new item.
III. Price Setting
1. Our prices are net ex factory, excluding packaging, VAT and further ancillary expenses. Delivery shall be at the risk and expense of the customer; a transport insurance is taken out upon the express wish of the customer; the customer must bear the cost for this.
2. Confirmed prices only apply in the scope of the ordered amounts at the moment of accept-ance; they do not apply for follow-up orders.
3. Payment must be effected free of charges in cash, by bank transfer or by bank cheque to one of our accounts. Bills of exchange will only be accepted in case of previous agree-ment. The customer must bear all charges generated by this.
4. The payment period starts with the date of invoice.
5. Discount deductions are only granted in case of previous agreement and timely receipt of payment. The precondition for discount deductions is the settlement of all previous in-voices.
6. If several claims to a customer exist, her payments will be settled in chronological order, starting with the oldest claim plus possible interest, charges, and fees.
7. The customer is not entitled to use the right to refuse performance and the right of reten-tion, as far as these are not based on the same legal transaction. This also applies to con-tinuing obligations.
A set-off on the side of the customer is only admissible in case of indisputable or legally determined demands. These regulations also apply for warranty claims from other contract relations and legal transactions.
8. If the agreed payment term is exceeded, we have the following rights after the issue of a reminder or the setting of a new deadline:
- to keep back further performance,
- to withdraw from contracts existing between us and the customer,
- to claim the return of the goods supplied under the reservation of ownership, or to claim compensation for damage from non-fulfillment,
- to demand interest for all due amounts according to bank practices,
- to set off possible prepayments with open claims.
IV. Warranty
1. We will only consider notices of defects if received by us in written form and with a specification after the delivery of the goods. A period of notice of 8 days after the delivery of goods applies for obvious defects. By post-free return, the customer must give us the possibility to examine. If the notice of defect is justified, the goods are reworked free of charge or replaced at our discretion. Only if the replacement or rework fails can the cus-tomer claim a price reduction or withdraw from the contract.
2. Any further claims of the customer on any kind, in particular for annulment, price reduc-tion, and compensation for damage as a consequence of defects (consequential damage), are excluded.
V. Final provisions
1. The orderer releases us from possible trade mark right related claims coming from the use of our parts.
2. If one of the provisions should be ineffective, the validity of the remaining provisions re-mains unaffected by this.
3. Verbal sub-agreements are only valid if confirmed in written form.
4. "The place of fulfillment for deliveries and payments as well as the place of jurisdiction for all domestic and cross-border business transactions is Braunschweig. No expressive written agreement or confirmation is necessary for its effectiveness."
5. We reserve technical changes with continuous product quality.
We declare that the origin of the goods in in the European Community according to the EC/remaining EFTA Treaty.
Terms of Purchase
1. Offer: An offer must free of charge and without liabilities for us.
2. Order confirmation: The supplier must confirm the acceptance of the order immediately, however within 5 days at the latest. The order confirmation must include prices, discounts and the earliest binding delivery date. Oral orders require written confirmation by us for their validity.
3. Delivery time: The agreed delivery dates must be imperatively complied with. We must be informed immediately in case of changes indicating the respective reasons; otherwise, me must reserve claims for compensation of damage and order withdrawal. Dispatch Dis-patch must be performed to the address indicated by the buyer.
4. Dispatch: Dispatch must be performed to the address indicated by the buyer. Supplies performed directly to our orderers must be made on our behalf. Immediately after dis-patch, a dispatch note must be sent immediately for each shipment. It must include an ex-act indication of the contents of the shipment. If we receive the dispatch documents with delay, or if they do not include an exact indication of the shipment contents, the goods will be stored at the cost and the risk of the vendor until the reception of the dispatch note or until the completion of the indication of the shipment contents.
5. Passing of risk: The supplier must bear the risk of accidental loss or accidental deteriora-tion until the hand-over or acceptance of the goods; this also applies if she uses a freight forwarder or a transportation company.
6. Invoicing: Invoices must be sent immediately after dispatch separated for every order and in two copies. They must state the order number and the commission number. Invoiced charges for packaging must be credited with 2/3 of the invoiced amount when returned. A credit note about this must be sent indicating the order number and the commission num-ber.
7. Notice of defect: The vendor waives the objection of delayed notice due to reported de-fects.
8. Payment: According to agreement.
9. Guarantee: The vendor issues a guarantee for the duration of one year starting from the day of acceptance of the goods, which is generally performed immediately after the han-dover of the goods, for all defects due to defective or degraded material, or to insufficient design. In this case, the supplier must rectify the reported defects immediately at her own cost, free place of destination, or to replace the parts affected by this. In very urgent cases, the buyer is entitled to rectify the defects herself at the vendor's cost.
10. Trademark Rights: The supplier issues a full guarantee for the goods being free from trademark rights of third parties. For possible claims for compensation of third parties arising to us in case of an infringement of trademark rights, the vendor must compensate us to the amount of the damage.
11. Drawings: All samples and drawings given to the supplier for the manufacturing of the supplied item are our property and must not be used for any other purposes.
12. Tools and models: Tools and models manufactured or provided on our behalf and accord-ing to our drawings must only be used for processing our orders. We reserve claims for compensation in case of infringement.
13. Place of fulfillment: The place of delivery is Braunschweig.
14. Place of jurisdiction: Braunschweig is the place of jurisdiction. This also applies to ac-tions on a bill of exchange.
15. Supplementary agreements: These Terms of Purchase apply in all cases, even in such cases where the vendor exclusively excludes the applicability of these Terms of Purchase in her offer or in her order confirmation and if we do not contradict to this exclusion. By our silence, the Terms of Sale, Delivery and Payment included in the offer or in the order confirmation of the supplier, are considered as rejected. Changes of these Terms of Pur-chase as well as sub-agreements only apply if confirmed in written form.