General Terms and Conditions
The following General Terms and Conditions shall apply in all commercial relationships with our contractors. All oral accessory agreements require our written confirmation.
Our offers are non-binding. The prices indicated in the order confirmation relate to the delivery quantities indicated therein. The assurance “Carriage Paid“ only applies to the number of items to be delivered as indicated in the offer. We will not be bound to the prices indicated in the offer confirmation in the event of orders for a lesser quantity.
The prices indicated in the offer only apply during the delivery period indicated in the offer, or, alternatively, for three months counting from the date of the offer.
In the event of price increases for raw materials in excess of 10%, we shall be entitled to increase the price of the offer accordingly.
The place of fulfilment for delivery shall be Sprendlingen. The obligation of delivery shall be deemed fulfilled upon the loading of the purchased goods in Sprendlingen. Upon completion of the loading, delivery shall take place at the risk and expense of the client. The shipment method, including for part deliveries, is reserved. The delivery periods are non-binding in view of our reliance upon outside shippers.
Contractual penalties may only be enforced against us in the event of a separate written agreement drawn up on a case by case basis.
4. Material defects
In the event of proven defects acknowledged by ourselves, the client will be entitled to subsequent rectification, including, if applicable, the right to replacement with a new item, insofar as the causes for the defect were already present at the time of transfer of risk. In the event of inability to make replacement deliveries and/or rectify a defect, or in the event that delivery requires disproportionate expenditure, the client will be entitled to a reduction in the price only, following incorporation by the contractor.
In the case of defects caused by third parties following transfer of risk, we shall be entitled to redelivery.
We shall not be liable for unapproved changes to our products following the transfer of risk.
Our delivery contract does not cover technical advice. An obligation to supply such advice is only binding if drawn up in writing. Such an undertaking does not release the client from the obligation of correct and appropriate reprocessing of our products.
Construction recommendations and other proposals, projects and tools supplied by ourselves remain our property and may not, along with other documentation made available by ourselves, be reproduced or made available to third parties, even in excerpt form, without our consent.
6. Impossibility; contractual adaptation
If delivery is impossible due to fault on our part, the client will be entitled to demand compensation. The client’s claim to compensation shall be restricted to 10% of the value of each delivery part concerned which cannot satisfactorily be used for its intended purpose due to the impossibility.
In the event of substantial changes to the delivery due to unforeseeable events, the contract shall be adapted accordingly, in compliance with the requirement of performance in good faith.
7. Prices and payments
The prices are to be understood ex works (Sprendlingen) including
– freight (if described as „carriage paid“ in the order confirmation)
– plus VAT at the applicable rate
unless otherwise agreed.
Load boards, pallets, transport anchors other loading materials will be invoiced. The above mentioned materials will be re-credited to the contractor if returned to our warehouse undamaged and carriage paid within two weeks.
All our invoices are payable at our company headquarters. The remainder of the purchase price will fall due and payable within 10 days following delivery of the goods. Payments not made by this time shall be deemed in arrears.
In the event of delay in client payment, we shall, at our election, be entitled to make further deliveries or services payable in advance, or dependent on the payment of a security bond. Alternatively, we shall be entitled to demand compensation for late payment or to withdraw from the contract.
8. Offsetting of monies received
In case of claims based on several deliveries and/or services, the offsetting of monies received shall be performed by ourselves against one or the other invoice.
9. Security rights
We reserve the ownership of all goods delivered by ourselves, pending full payment of all claims arising from the business relationship with the client, without regard to their legal basis or date of origin, including any current account balance.
The client shall be entitled to use or resell the material delivered by ourselves in the ordinary course of business. In the event that the goods delivered by ourselves are used up and/or resold, the client hereby irrevocably assigns his claims against the contractor of our goods. The client hereby undertakes to supply the contractor’s address within 3 days, upon request. If goods subject to retention of title are machined or processed by the client, we shall be entitled to ownership of the new object thereby created, in accordance with §§ 947, 950 of the German Civil Code. In the event of incorporation and/or amalgamation of goods subject to retention of title with other objects, we shall be entitled to co-ownership of the new object pro rata the value of the goods subject to retention of title at the time of the said incorporation or amalgamation (§ 948 of the German Civil Code).
Any new object created by means of the processing or incorporation and/or amalgamation shall be deemed goods subject to retention of title under the terms of the present condition.
If the value of the goods subject to retention of title or the value of the sureties made available to us by the client exceeds the value of our claims as a whole by more than 20%, we shall be bound by a duty of release and/or return transfer at client request.
10. Exclusive jurisdiction, place of fulfilment
10.1 The place of fulfilment shall be our company headquarters (Sprendlingen/Rheinhessen).
In the event of any dispute, the laws of the Federal Republic of Germany shall apply; application of the UN Convention on Contracts for the International Sale of Goods is excluded.
10.2 In the event of dispute, the contracting parties hereby declare that the courts of the city of Mainz shall enjoy exclusive jurisdiction.
10.3 All amendments and supplements to the present agreement shall be in writing. The wording of the order confirmation shall prevail.