I. Agreements in principle
Our deliveries and services are provided exclusively on the basis of these general terms and conditions. These are an agreed component of all contracts concluded with us. They will also apply in the future, even if they are not expressly included again. Deviating terms and conditions of the customer shall only become part of the contract if they have been expressly accepted by us in writing.
Our offers are always subject to change without notice until the 60th day (sixty) after the date of issue. We reserve the right of prior sale. Information in brochures, advertisements, exposés etc., including prices, is not binding.
III. Delivery and transfer of risk
For all deliveries, we expressly reserve the right to deliver. Force majeure, in particular operational disruptions, strikes, lockouts, traffic obstacles or other unforeseen events release us from the obligation to deliver; claims for damages due to delayed delivery or lack of delivery possibility, for whatever reason, are excluded.
Shipment is made at the risk and expense of the recipient from Bielefeld (only for shipment within the Federal Republic of Germany), unless otherwise agreed. Insurance will only be taken out at the customer's request and at his expense. We reserve the possibility of partial delivery. The risk shall pass to the consignee as soon as the goods have left our business premises.
Delivery and invoicing shall be based on the price list valid on the day the contract is concluded. The prices stated there are net prices without the respectively valid value added tax. The statutory value-added tax is shown separately in the invoices and is to be borne by the customer.
Our invoices are payable by cheque or bank transfer within 30 (thirty) days net cash, unless otherwise agreed. Bills of exchange or cheques shall only be considered as payment after they have been honoured. In the event of overdue payment by more than 7 (seven) days, interest on arrears will be charged at the respective bank rates for overdraft facilities. Payments by bill of exchange require our prior consent. The buyer shall bear the costs of bills of exchange, in particular discount and collection charges. In case of payment by bill of exchange, the deduction of a cash account is not permitted.
VI. Reservation of ownership
The delivered goods shall remain our property until all claims to which we are entitled from the business relationship, including all ancillary claims (in the case of payment by cheque or bill of exchange, until they have been honoured) have been settled in full. Prior to full payment, the goods may only be sold in the ordinary course of business; in this case, the buyer hereby assigns to us the claims against his customers arising from the sale, including all ancillary rights, to the amount of our outstanding claims. At our request, the buyer shall be obliged to notify his customers of the assignment and to provide us with the information and documents necessary to assert our rights against the customers. Furthermore, the goods may neither be pledged to third parties nor assigned as security before full payment has been made. We undertake to release goods delivered under reservation of title at our discretion if the value of the total goods still in our ownership exceed our claims, including incidental claims, by more than 20%. The purchase price charged at the time of delivery is decisive for the evaluation of the goods delivered under retention of title.
Defects as well as exceeding or falling short of the contractually agreed quantity or transport damage must be reported to us in writing without delay - in the case of recognisable defects, however, within 8 days of delivery at the latest, in the case of hidden defects without delay, however, within 8 days of their discovery at the latest. If a notification of defects is not made in due time, no claims against the supplier can be derived from such defects.
If the delivered goods are defective or lack guaranteed characteristics, we reserve the right to repair or replace the goods, excluding any further warranty claims by the customer. If a rectification or replacement delivery fails or is not possible within a reasonable period of time, or if a reasonable grace period set by the customer expires without the defect being rectified, or if we refuse to rectify the defect or culpably delay rectification, the customer may, excluding all further claims, choose to demand cancellation of the contract (redhibition) or reduction of the price (abatement). In addition to the customer's warranty rights, our general warranty conditions apply. Section VIII of these terms and conditions remains unaffected.
VIII. Limitation of liability
Irrespective of the legal grounds, our liability is limited to damages typical for the contract.
Warranty claims exceeding the provisions of section VII as well as claims for damages by the customer, irrespective of their legal basis, in particular in the case of consequential damage caused by a defect, claims for damages due to non-fulfilment, claims from positive breach of contract, from culpa in contrahendo or from extra-contractual liability, in particular due to tort, are excluded - unless provided for by mandatory law.
The limitations and exclusions of liability in sections VIII. 1 and VIII. 2 do not apply to damage caused by our organs or vicarious agents intentionally or through gross negligence.
Our liability for warranted characteristics remains unaffected.
IX. Place of performance and jurisdiction
The place of performance for delivery and payment is Bielefeld for both parties to the contract. Place of jurisdiction, also for bill of exchange and cheque processes, is Bielefeld. Only the law of the Federal Republic of Germany shall apply.
X. Invalidity of individual clauses
Should individual provisions of these General Terms and Conditions (AGB) be invalid, this shall not affect the other clauses.
Status: January 2007