General Terms and Conditions for Sales and Deliveries

General Sales Conditions

1. General Conditions

  1. All our actual and future deliveries and services will only be operated under the following conditions. All other agreements, made verbal or in any other forms need to be laid down in writing to be fully valid.
  2. Different Terms of Business issued by the buyer will only be valid for us if there is a written and signed agreement from our side . Neither neglected dementia nor the carrying out of deliveries and services, acknowledge the acceptance of the buyer.

2. Offers

  1. All our offers are all the time and in all parts offers/subjects without engagement. Documents which are included in the offer, like Technical Data Sheets, pictures, drawings, type -, weight-, measurements-, model- and similar information are only approximate as far as there was no explicit statement made.
  2. Concerning cost estimates, drawings and all other provided documents we reserve our ownership and copyright. Our permission will be needed before they are forwarded to third parties. Offers, which included drawings,Technical Data Sheets etc. must be returned to us in case the order is not being realized if this decision was made by us.

3. Orders

  1. All orders and all alterations, additions, need to be fixed in writing. Accepted orders cannot be cancelled. Verbal or agreements made on the phone are without commitment and need to be confirmed in writing. Alterations or additions of call orders are without commitment and need a written confirmation.
  2. Alterations of the subject for delivery concerning the quantity and performance can only be demanded by the buyer if they are reasonable. If this changes will result in a different performance, especially in higher or lower cost, an additional written agreement must be made.
  3. By call orders we are authorized to organize the whole material and start immediately the production to complete the whole order. Alterations cannot be considered after the order is placed and the production has been started unless an otherwise agreement was made in advance.

4. Prices

  1. All prices are considered in Euro plus the added value tax ( VAT/Inland ) which is valid on the day of the signing of the contract. If no other agreement was made they will be the valid prices for deliveries ex work, excluding packaging.
  2. If there will be changes between the order confirmation and delivery of the material, changes concerning the material- and production cost or any other cost, we are allowed to made an adequate price adjustment.

5. Delivery

  1. Delivery date and respites for deliveries are only valid by an agreement made in writing. It will only be valid after a positive quality release.
  2. The delivery date is meet as soon as the material has left the factory or after the delivery was confirmed in writing.
  3. Force majeure, industrial conflict, absence of performance by the sub suppliers in which we are not involved, turmoil’s, actions taken by authorities and any other not avoid-able and serious actions, free the contract partners from their performances as long as any of the before mentioned situation is taking place. All the before mentioned points which will disturb a punctual delivery will even be valid, if all the before mentioned situations will take place and when the party concerned has already a delay in the delivery. All partners are obliged, by the occurrence of the before named circumstances, to provide immediate information and to align their performances according to the changed situation and under the principle of utmost good faith.
  4. If there will be a delay, the buyer can cancel the contract only after he can present the cancellation in a written form and after an adequate extension of time. Requirements for compensations caused by a delay in the delivery are excluded. This exclusion from any liability is not valid if a deliberate- or act of gross negligence has taken place caused by a legal representative or an executive employee.
  5. The delivered quantities can vary above/under 10 %. Partly deliveries are aloud.
  6. By orders which consist of many partly deliveries, an inadequate or delayed non performance of a delivery is without any influence to all the following deliveries of this order.

6. Shipment and passing of risk

  1. The delivery will be ex work and the liability and cost is on the buyer. An insurance for transportation will only be arranged if it is demanded by the buyer and he will take over the cost. By free house deliveries we take over the cost for transportation.
  2. If there will be delays under circumstances caused by the buyer he has to take over all risk as soon as the delivery confirmation was announced.
  3. The option to choose the ways for transportation is up to us as far as no other agreement was made.

7. Payment

  1. Payments must take place in between 30 days, date of invoice and they are generally without any deduction of postal charges and allowable expenses, on the mentioned account. By all payments made, the day of compliance is the day the money has arrived in our account. If the day/target of payment is exceeded we are authorized to demand compensation in form of interest, calculated from the total sum of invoice, depending on the conditions laid down by our bank. Minimum will be 4% above the basic interest rate which must be paid according to the European Central Bank.
  2. Summation or reservation because of possible requirements/counterclaims are excluded, unless the counterclaim is manifested or was executed by law.
  3. Delay in payment or endangering of our claims by a worsening of the creditworthiness of the buyer will entitle us immediately to claim all our outstanding bills, independent of the possible period of time by a B/E : bill of exchange, other claims, and we are also entitled to demand further securities. In this cases we are authorized to deliver further outstanding orders only against payment in advance, or against any other security warranty.

8. Confidence

  1. Each partner will use all documents ( this means all samples, models, data etc. ) and knowledge, which will be provided by the business relation, only for the shared pursuit and treat them with adequate care, same as he would treat his own documents, and keep them confidential against third parties, if the partner describe them as confidential or has an open interest to keep them confidential.
  2. This obligation is not binding for documents and knowledge which is common knowledge, which were already common knowledge after the partner received them, and there was no obligation to keep them confidential. Exception will be if the partners were not explicit informed to keep them confidential or any of the other partners involved violated already the confidence.

9. Samples and workshop facilities

  1. The cost and partly cost mentioned in our offers for wage worker participation, packaging, transportation, wage worker compounding, moulds, tools, templates, equipments etc. are standard prices. Cost for modification, which may occur by the production or after the complementation of the parts, will be charged additional. As far as there is no other agreement, the cost to be paid by the customer will be divided in one third by order confirmation, by presentation of samples one third and after the samples will be released the last third, paid by net invoice. The payment does not eliminate our ownership for this parts.
  2. Samples and workshop facilities which will be provided by the contracting body and will be his ownership, must be delivered free of charge.
  3. Repairs and replacement of moulds, which must be replaced during the application and will be necessary because of wear out, has to be paid by the buyer.

10. Mounting parts

  1. If the buyer is delivering mounting parts for further modification, the parts must be delivered in adequate time and in a faultless condition to grant a normal production. We will not take any obligation concerning the dimensional accuracy. Due to offal/defects an addition 10% of material will be necessary.

11. Warranty

  1. Our deliveries are handled according to the acknowledged technical rules and to the agreed statements. Type and range of article test, like the kind of medium used for the test and the methods, must be agreed on.
  2. For severe claims, which include also the absence of assured characteristics, we will arrange a reworking or replacement delivery. A right to demand a cancellation of the contract or reduce the sales price is only given, if we made the decision that a rework or replacement delivery is not possible, a stated dead line for the replacement delivery cannot be meet or the rework resulted in a failure. By failing, failure to comply in a period of time, impossibility or unsuitability to accept the rework or a replacement delivery, the orderer can chose either to cancel the contract or reduce the buying price.
  3. Claimed material must be sent cost-free to our address for controlling if it is concerning a reasonable claim. In case the claim is reasonable we will take over the cost for the rework, transportation cost and for the re transportation respective the replacement delivery. The labour cost for the installation and de-installation of the defect parts will not be paid by us.
  4. Our information concerning the delivery- and performance, use etc. ( like for instance measures, weight, hardness, practical values ) state only descriptions or markings and no assured characteristics. They are only approximate to look at. Usual in the trade or technically not avoidable fluctuations of physical and chemical dimensions as for samples and earlier deliveries remain, to be a subject to change without notice, if no different agreement was made. Assured characteristics has to be stated and emphasized in writing and in detail.
  5. A claim will only be accepted if, it does not concern naturally worn out parts and by damages which were caused not by us, unsuitable- and inexperienced handling, especially by storage, violation of handling-or installation advices, manipulation by the buyer concerning the delivered material or if the claim was caused by a use which is not according to the contract.
  6. For our deliveries and performance the lawful analysis and claim obligations will be valid in any case even so the statutory period of limitation.
  7. Further demands of the buyer, especially demands for damage compensation, which were not caused by the delivered material itself ( for instance loss of profit ) are excluded. This exclusion is not effective by proofed intention or a crass neglect by legitimate substitutes or leading representatives further in cases were the product liability will cover the personal- and property damages caused by defective delivered material. It is neither valid if the assured characteristics are missing and when this assurance was made to protect the buyer from eventual damages.
  8. Contractual and non-contractual liability of the buyer, whatever the reason and the right by law, for instance default by conclusion of the contract, positive violation of the contract, illegitimate action, compensation of jointly and several liable debtors, slight neglect are against us, our legal representative, assistant and employees are in any case excluded, unless the damages could be seen before, typical damages which were caused by violation of the contract or the damages were caused by intentional for example cross neglect of duty by us or any of our legitimate representatives.
  9. This term for liability concerns also our consultation in word and writing and otherwise. The buyer is especially not excused and has to check by himself the suitability of the delivery for the intended kind of application.

12. Industrial property rights

  1. In case of violation of the contractual and non-contractual obligations we can only be held liable to compensate the damage if there is irrevocable proof of cross neglect caused by legitimate substitutes or leading employees.

13.  Reservation of proprietary rights

  1. All material delivered by us stay our property ( conditional sale ) until all outstanding debits will be paid, especially when the outstanding payment will result in a debit in our account balance, which originated from the business relation with the buyer.
  2. Handling and processing of material, which was sold under conditional sale, are for us as the producer handled according to § 950 BGB, without any liability from our side. The handled and processed material is still material sold under conditional sale acc. to point 13.1. By the processing, linking or blending of the material ( condition sale ) with other materials by the buyer, we still have a joined ownership on the new produced product, which originate form the amount of the value mentioned in the invoice. If the material, which was sold by condition sale, was worked into one unique/single object and if this is to see as newly produced main object, it will then be the obligation of the buyer to transmit a part of the ownership to us, as far as the main object is his property.
  3. The buyer can only sell or further use the material ( condition sale ) under the condition and consideration of the proper business dealings. It is not allowed for the buyer to make any other agreements concerning the reserved material, especially concerning pawning or the pledging of security for the goods.
  4. The outstanding account of the buyer, resulting from the sale of the reserved material, will immediately be assigned to us. The assigned outstanding account will be used to serve as the same needed coverage to secure the reserved material.
    If the reserved material will be sold by the buyer, together with other materials which were not delivered by us, the assignment of the outstanding account will only be in the amount of the open invoice and the value of the delivered reserved material. If there will be a joint ownership the conceded rights under point 13.2. will be valid.
  5. The buyer will only be authorized to confiscate the assigned outstanding account in line of the legitimate business regulations and only by revocation. We will make use of revocation right if the buyer will not fulfil his obligation to pay, or other circumstances must be considered which will endanger our outstanding debits caused by a worsening of the credit worthiness of the buyer. In this case the buyer has the obligation by our demand to inform his customer from the assignment- as far as we will no do it ourselves-. He must provide us with the required information and documents.
  6. If the terms of payment will not be kept, by unrightfully regulations, by a considerable worsening of the credit-worthiness of the buyer, by a protest of bill ( draft or cheque ) or if the buyer or a third party will pledge for the opening of insolvency proceedings; by unrightfully regulations, by a considerable worsening of the credit-worthiness of the buyer, we will be authorized to forbid the sale of the material sold by us( conditional sale ). In this cases we are further authorized to take over the reserved material and for this reason to enter the factory of the buyer, demand convenient information and get the necessary insight in his book keeping. The accepted return of the material does not automatically cancel the contract.
  7. To be expected or already taken access of third parties to get hold of the reserved material or the assigned outstanding debit, must be immediately forwarded to us by the buyer.
  8. If the worth of the to us stated securities exceeds our outstanding debits by totally more than 10%, we are obliged to the demand of the buyer, to release the further securities according to our choice.

14. General liability limits

  1. In case of violation of the contractual and non-contractual obligations we can only be held liable to compensate the damage if there is irrevocable proof of cross neglect caused by legitimate substitutes or leading employees.

15. Data

  1. The customer agrees that all personal and/or business-related data can be stored and used within the scope of mutual business relations.

16. Place of performance and court of jurisdiction

  1. Place of performance concerning delivery and payment is Tübingen/Germany.
  2. Place of performance for all lawsuits originated form the contract is the competent local court or local area court. We are authorized to open the lawsuit at the location of the buyer.
  3. For all legitimate relations between the buyer and us the law of the Federal Republic of Germany is valid with the exclusion of the agreement of the United Nations dated 11.04.1980 about contracts concerning the international trade (Convention of Contracts for the International Sale of Goods).

17. Invalidity of clauses

  1. In the event that one or more of the provisions hereof shall for any reason be held to be or become invalid, the invalid provision(s) shall be replaced by such regulations as are as similar as possible to the business intent of this contract, taking the interest of both parties into due consideration. Such invalidity shall not affect any of the remaining provisions or agreements.