General Terms and Conditions of Sale and Terms of Payment
These conditions of sale and payment are part of all our offers and contracts; they govern all contractual relationships unless deviations are expressly agreed upon in writing. The conditions of sale and delivery are valid for the entire duration of current and future business relationships with the buyer, even if there is no particular reference to them with regard to a later individual case.
Deviating agreements and terms and conditions are only binding if we confirm them in writing.
Our offers are non-binding. The contract only comes about through our written order confirmation.
The prices in the written order confirmation are binding. Insofar as nothing to the contrary is agreed upon in writing, they are understood to be including the value added tax and ex manufacturer’s works, without packaging, which we calculate as part of the cost price.
Tool, plate and printing costs, etc. shall be borne by the customer.
For contracts with a longer delivery time than 4 months or for continuing obligations, the Seller reserves the right to raise his prices in the same way as the prices of the previous suppliers were raised, unless fixed prices are specifically agreed upon in writing.
Our written order confirmation is solely applicable with regard to the nature and scope of deliveries and services.
We are authorised to effect partial deliveries. A deviation of order quantities up to plus/minus 20% is permissible.
We are authorised to have a third party that we commission effect the deliveries and services.
Delivery times apply subject to correct and timely deliveries to us, unless we have promised binding delivery times in writing. A delivery deadline is met if before its expiry the goods have left the manufacturer’s works or the buyer has received a notice of readiness for transport.
The delivery period begins with the dispatch of our order confirmation, but not before the day on which the buyer has provided the necessary documents and has also fulfilled all the conditions necessary for the execution of the order, any necessary permits have been issued and agreed upon advance payments have been made by the buyer. If agreed upon payment deadlines are not met, the confirmed delivery time commences after fulfilment of the obligation to pay.
If events of force majeure have some effect on the possibility of a timely or correct delivery, we have the choice to either withdraw from the contract or extend the agreed upon delivery time accordingly. The same applies to incorrect or delayed deliveries to us. Events of force majeure include natural catastrophes, acts of God, work stoppage, lockout, material shortages, operating malfunctions, particularly through illness of employees. Transport difficulties, delayed ship arrivals, business interruption, damage to machinery, import and export bans, strikes, traffic disruptions, war, mobilization, etc.
The buyer is obliged to accept the properly offered goods.
If shipment is cancelled at the request of the buyer or if the acceptance is delayed, if we store goods we may charge a storage fee of 0.5% of the gross invoice amount in euros for each commenced month, from the date on which goods were ready to ship onward.
Payments are due within 30 days after date of invoice without deduction. All payments must be made directly to us, in euros.
We reserve the right to refuse cheques or bills of exchange. Cheques are only accepted for fulfilment; all associated costs are for the account of the buyer.
If the payment target date is passed, we are authorised to charge interest in the amount of 4% over the current discount rate of the Deutsche Bank, without a reminder being necessary after the passage of 30 days after the invoice date. If agreed upon terms of payment are not adhered to, or if the buyer’s payment habits worsen, all of our claims become payable even if a longer payment period had been agreed upon. If there is reasonable doubt about the solvency or willingness to pay of the buyer, we are authorised to withdraw from the contract, specifying a substantiating reason.
Our invoices are deemed accepted if they are not disputed in writing within 30 days of the invoice date. We will inform the buyer of this along with every invoice.
Set-offs are only authorised with undisputed or legally effectively established claims. The enforcement of retention rights is only authorised with our approval.
The buyer cannot enforce retention rights with regard to the present business relationship from earlier or other business. The set-off of counter-claims is only authorised to the extent that they are acknowledged by us and have been demonstrated to be legally established or payable.
The buyer must specify all visible defects, erroneous quantities or incorrect deliveries within one week after delivery; for the rest the special regulations of §§ 377f apply for merchants. With regard to non-merchants the obligation exists with regard to all visible defects, erroneous quantities or incorrect deliveries.
We will respond to insignificant defects either by improvement of shipments or their replacement, at our own discretion. A right to conversion or discount only exists if according to our judgment improvement or replacement is not possible or the deadline for this has expired. In case of errors in improvement or replacement shipment as well as in case of the absence of promised characteristics, the buyer has the legally established options. Further reaching claims, particularly claims for damages of any kind, are ruled out insofar as legally possible.
Promised characteristics in the sense of § 459 Abs. 2 Civil Code must be clearly specified as requirements.
For deliveries and services that we obtain from third parties or that third parties implement for us, we offer a guarantee that we shall cede any claims that we have against said third parties on request. Should the claims of the buyer against third parties not be eligible for extrajudicial realisation, we are liable once again according to the regulations in this clause.
Claims for damages on the part of the buyer on the basis of established breach of contract, debts involving contractual actions and tort (§ 823) against us, our legal representatives or agents are ruled out insofar as this is legally permissible.
All technical or organisational consultation is non-binding and only represents a suggestion; the buyer himself must assess the suitability for the anticipated use.
In any case the risk transfers to the buyer when the goods leave the delivery point or the buyer is informed of the readiness of the goods.
If the goods the shipment of which was made known to the buyer do not arrive within 7 days to the place of destination, the buyer must inform us of this immediately.
We retain ownership and copyrights to our drawings, specifications, samples etc. These may not be made accessible to third parties. Moulds and other tools remain our property, even if the costs resulting from them represent a component of the sales price or are remunerated in some other way by the party placing the order.
If we must deliver according to drawings, samples, specifications etc. of the party placing the order, said party assumes liability that we do not breach any protective rights of third parties as well as the risk of suitability for the intended purpose.
If, appealing to a protective right accruing to them, third parties prohibit the manufacture and delivery of goods made according to the drawings, specifications, samples etc. of the party placing the order, we are authorised, even without being obliged to assess the legal circumstances, with the exclusion of all claims for damages by the party placing the order, to cease the manufacture and delivery and demand reimbursement for the costs incurred. Further-reaching claims for damages on our part remain unaffected.
The delivered goods remain our property as goods subject to the retention of title until full payment of the purchase price and the settlement of all claims from the business relationship and the claims still existing in relation to the purchase object (§ 455 Civil Code). The cessation of individual claims in a current invoice or if accounts are balanced to date and acknowledged does not cancel the reservation of title. If in association with the payment of the purchase price by the buyer we substantiate liability in terms of securing by bills of exchange, the retention of title does not become null until the submittal of the bill of exchange by the buyer as party concerned.
In case of payment delay, payment cessation, application for composition with creditors or bankruptcy of the buyer or one of his creditors we are authorised to take back the goods under retention of title and the buyer is obliged to release them. We are authorised to effect sale in some other manner. In such a situation, the proceeds minus the deduction of all costs and expenses associated with the sale - which in the absence of particular proof we can invoice with 20% of the sales proceeds - are credited to the buyer’s total debt, with any possible surplus being paid out.
The Buyer may neither resell the goods subject to retention of title nor pledge them as guarantee, or resell them or dispose of them in some other way. In case of liens on or seizure of the goods subject to retention of title by third parties, the buyer must point out our retention of title and inform us immediately, and provide us with the documents and statements necessary for intervention.
For the duration of the retention of title, the party placing the order must insure the goods that are the object of sale against fire and water damage, breakage and burglary. We are authorised to undertake said insurance at the expense of the party placing the order.
In case of a combination or mixing of the goods subject to retention of title with other objects that are not our property by the buyer, §§ 947 and 948 of the Civil Code apply and the co-ownership share to the new goods accrues to us as rights under retention of title. With the payment of all claims accruing to us from the business relationship, the ownership of the goods under retention of title automatically transfers to the buyer.
If according to these stipulations or general legal provisions the buyer owes damages on the grounds of non-fulfilment, he is obliged, subject to the enforcement of further damages by us, to pay a sum equal to 20% of the order value (including VAT) as damages. The buyer reserves the right to demonstrate that the relevant loss is less.
In case of justified withdrawal from the contract by us, we are authorised without prejudice to the right to take back already delivered goods, without further proof, to demand 20% of the order value (including VAT) as compensation for expenses already incurred in association with the contract. The buyer reserves the right to prove a smaller amount in expenses.
Siegburg has been agreed upon as the sole legal place of fulfilment, including for all disputes concerning bills of exchange and cheques. Should the buyer not be a merchant, the legally stipulated legal venues shall apply (see §§ 12ff Code of Civil Procedure). Only the laws of the Federal Republic of Germany apply.
Should individual provisions of this contract be or become partially or entirely ineffective or unenforceable, the contracting parties agree that this shall not affect the effectiveness of the remaining provisions.
General terms and conditions of the buyer or third party companies that deviate from the foregoing sales and payment terms and conditions even continue to not be binding upon us if the buyer has made reference to these and, in individual cases, we have not specifically disputed these. All deviations from these provisions require written form and apply only to the current case.