General Terms and Conditions of Sale

§ 1 General – Area of validity

1. Our Terms and Conditions of Sale apply exclusively; we do not acknowledge any contradicting or diverging Terms and Conditions of Sale of our customers, unless we expressly consented to their application in writing. Our Terms and Conditions of Sale also apply if we provide our delivery without any reservation in the knowledge of contrary Terms and Conditions of the customer or such that diverge from our Terms and Conditions of Sale.
2. All provisions regarding the execution of this agreement concluded between the customer and us are stipulated in writing in this agreement.
3. Our Terms and Conditions of Sale only apply to companies in the sense of § 310 Para. 1 BGB (Civil Code).

§ 2 Offer – offer documents

1. If an order must be considered as offer according to § 145 BGB (Civil Code) we can accept the same within 2 weeks.
2. We reserve all proprietary rights and copyrights regarding the illustrations, sketches, calculations and other documents. This also applies to such written documents, which are labelled "confidential". The customer requires our express written consent before handing over the same to third parties.

§ 3 Prices – terms and conditions of payments

1. Unless otherwise stipulated in the order confirmation, our prices are "ex factory", exclusive of packaging; the latter is invoiced separately.
2. The Value Added Tax as legally applicable is not included in our prices; the amount as legally applicable on the day of the invoice is itemised separately on the invoice as.
3. The deduction of early payment discounts requires a special agreement in writing.
4. Unless otherwise stipulated in the order confirmation, the purchase price is payable net (without deduction) within 30 days from the date of the invoice. The legal provisions regarding the consequences of delays in payments apply.
5. The customer only has the right of offsetting if his counterclaims are legally recognised, undisputed or acknowledged by us. The customer is only entitled to exercise any retention rights in so far as his counterclaim relates to the same contractual relationship.

§ 4 Delivery time

1. The beginning of our stated delivery times presupposes the clarification of all technical issues.
2. Furthermore, the compliance of our delivery obligation presupposes the timely and orderly fulfilment of the customer's obligation. We reserve the plea of a non-fulfilled contract.
3. If the customer is in default of acceptance or if he culpably breaches other cooperation duties we are entitled to claim the damages incurred insofar including refund for any additional expenses. The right to further claims is reserved.
4. As far as the conditions of Para. (3) apply the risk of accidental loss or accidental depreciation of the purchase object is transferred to the customer from the time where he was in default of acceptance or debtor's delay.
5. We are liable according to the legal provisions if the underlying purchase contract is a short selling in the sense of § 286 Para. 2 No. 4 BGB (Civil Code) or of § 376 HGB (Commercial Code). We are also liable according to the legal provisions if due to the delivery delay, which we are responsible for, the customer is entitled to assert that his interest in the continued fulfilment of the agreement has ceased.
6. Furthermore, we are liable according to the legal provisions if the delivery delay is due to intentional or grossly negligent breach of contract, which we are responsible for; our representatives' or vicarious agents' fault is assigned to us. If the delivery delay is not due to intentional breach of the contract, which we are responsible for, our liability for damages is limited to the foreseeable damages that are typically incurred in such contracts.
7. We are also liable according to the legal provisions if the delivery delay, which we are responsible for, is due to the culpable breach of an essential contractual obligation; in this event the liability for damages is limited to the foreseeable damages that are typically incurred in such contracts.
8. For the remainder we are liable in the event of delayed delivery for each completed week of delay within the scope of the flat-rate late compensation to the amount of 3% of the delivery value, however, not more than the maximum amount of 15% of the delivery value.
9. The customer's further legal claims and rights remain unaffected.

§ 5 Transfer of risk – packaging costs

1. Unless otherwise stipulated in the order confirmation the delivery is agreed "ex factory".
2. Separate provisions apply relating to the return of packaging.
3. If the customer desires we will cover the delivery in transport insurance; the customer bears the costs incurred.

§ 6 Liability for defects

1. The customer's rights of liability for defects postulates that he has orderly fulfilled the obligations of inspection and reproof due according to § 377 HGB (Commercial Code).
2. If the purchase object is defect the customer is entitled to choose the removal of the defect or the delivery of a new, faultless object as supplementary performance. In the event of the removal of the defect we are obliged to bear all expenses for the purpose of the removal of the defect, in particular transport, travel, labour and material costs, unless they are increased due to the fact that the purchase object has been moved to a location other than the place of fulfilment.
3. If this supplementary performance fails the customer may at his discretion request the withdrawal from the contract or a reduction.
4. We are liable according to the legal provisions if the customer asserts claims for damages, which are due to intention or gross negligence, including the intention or gross negligence of our representatives or vicarious agents. If we are not charged with intentional breach of contract the liability for damages is limited to the foreseeable damages that are typically incurred in such contracts.
5. We are liable according to the legal provisions if we culpably breach an essential contractual obligation; in this event the liability for damages is limited to the foreseeable damages that are typically incurred in such contracts.
6. If the customer is entitled to compensation for damages instead of performance, our liability within the scope of Para. (3) is limited to the foreseeable damages that are typically incurred in such contracts.
7. The liability for culpable injury to life, body or health remains unaffected; this also applies to the mandatory liability according to the Produkthaftungsgesetz (Product Liability Law).
8. Unless otherwise agreed above the liability is excluded.
9. The statute of limitations for claims for defects amounts to 12 months from the transfer of risk.
10. The statute of limitations in the event of delivery regress according to §§ 478, 479 BGB (Civil Code) remains unaffected; it amounts to five years from the delivery of the faulty goods.

§ 7 Joint and several liability  

1. Any further liability for damages other than stated in § 6 is excluded – irrespective of the legal status of the asserted claim. This particularly applies to damage claims from faults upon the conclusion of the agreement, because of other breaches of obligations or tort claims for compensation of damages to property according to § 823 BGB (Civil Code).
2. The limitation of Para. (1) also applies insofar as the customer demands instead of the claim to compensation of damages compensation of useless expenses instead of performance.
3. Insofar as the liability for damages is excluded or limited for us this also applies regarding the personal liability for damages of our staff, employees, colleagues, representatives and vicarious agents.

§ 8 Safeguarding of retention of title

1. We reserve the property right to the purchase object to the receipt of all payments from the delivery agreement. In the event of the customer's breach of the contract, in particular in the event of delays in payments, we are entitled to take back the purchase object. The taking back of the purchase object on our part is the withdrawal from the agreement. After taking back the purchase object we are entitled to utilise it; the proceeds of the utilisation must be offset against the customer's obligation – minus the adequate utilisation costs.
2. The customer is obliged to handle the purchase object carefully; in particular, he is obliged to insure it sufficiently at his own expense to the reinstatement value against theft, fire and water damages. If maintenance and inspection works are required the customer must carry these out timely at his own expense.
3. In the event of attachments or other interventions of third parties the customer must inform us immediately in writing so that we may take legal action according to § 771 ZPO (Code of Civil Procedure).  As far as the third party is not in the position to refund the judicial and extra-judicial costs of a claim according to § 771 ZPO (Code of Civil Procedure) the customer is liable for the losses we incurred.
4. The customer is entitled to sell on the purchase object in the process of an orderly business transaction; however, he already assigns to us all claims amounting to the grand total of the invoice (including VAT) of our claim, which he incurs from the sale to his customers or third parties, and that is irrespective of the fact if the purchase object has been sold on with or without processing. The customer is authorised to collect the claim even after the assignment. Our entitlement to collect the claim ourselves remains unaffected. However, we commit to not collecting the claim as long as the customer meets his payment obligations from the proceeds received, as long as he is not in arrears and in particular as long as there is no petition to initiate composition or insolvency proceedings or as long as there is no suspension of payments. If, however, this is the case we may demand that the customer discloses the assigned claims and the debtors, makes available all details required for the collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment.
5. The processing or reworking of the purchase object on the part of the customer is always on our behalf and by our order. As far as the purchase object is processed with objects, which do not belong to us, we acquire the joint property rights of the new object in relation to the value of our purchase object (invoice total, including VAT) to the other processed objects at the time of processing. For the remainder the same applies to the object resulting from the processing as to the purchase object delivered subject to retention of title.
6. As far as the purchase object is inseparably mixed with objects, which do not belong to us, we acquire the joint property rights of the new object in relation to the value of our purchase object (invoice total, including VAT) to the other mixed objects at the time of combination process. As far as the mixture takes place in a way that the customer's object must be considered as the main object, it is agreed that the customer transfers the joint property rights pro rata to us. The customer keeps the resulting sole property rights or joint property rights for us.
7. The customer also assigns to us the claims to secure our claims against him, which incur against a third party from the combination of the purchase object with a property.
8. We commit to release the securities due to us upon the customer's request as far as the realisable value of our securities exceed the claims to be secured by more than 10%; the choice of the securities to be released rests with us.

§ 9 Place of jurisdiction – place of fulfilment

1. If the customer is a businessman our head office Iserlohn is the place of jurisdiction; however, we are entitled to sue the customer at the court responsible for his place of residence.
2. The Law of the Republic of Germany applies; the application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
3. Unless otherwise stipulated in the order confirmation our head office Iserlohn is the place of fulfilment.