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Terms of Delivery and Sales

Terms of Delivery and Sales

Any agreement and quotation are subject to our conditions and are considered as acknowledged by order placement or upon acceptance of delivery. Other conditions as stated in the following do not apply; even without explicit contradiction from our side. Agreements differing from the following conditions are subject to our written confirmation in order to apply. Furthermore, we reserve the optional right to interrupt the execution of the order and to claim for immediate final payment. In case of refusal, we are entitled to cancel the contract and the buyer will have no claim for damages.

I. Quotations and Prices

1. Our quotations are subject to confirmation until receipt of written order acceptance. Quotations stated verbally, by phone or telegram are always subject to written acceptance from our side to be effective.

2. An order placed based on one of our written quotations is considered as accepted within a period of 15 days unless we dissent within this period.

3. Confirmed prices are binding for a 90-days term from date of conclusion of contract. This does not apply for goods or services delivered or rendered based on continuing obligation. If our service is scheduled to be provided more than 4 months after conclusion of the contract we reserve the right of an appropriate increase in price assuming that the relevant circumstances of price determination applying at conclusion of contract have changed, especially concerning costs for raw material, salaries, shipment, taxes or similar. If not agreed otherwise our prices are to be understood ex works Eschweiler excluding the VAT currently applicable.

II. Delivery and Transfer of Perils

1. Statements of delivery times and production schedules are only binding if confirmed from our side in written form.

2. Terms of delivery are conscientiously stated based on the current circumstances and observed if possible. Terms of delivery are observed if the goods have left our premises until expiry of the delivery time or advice that goods are ready for shipment.

3. Terms of delivery are appropriately extended, even in case of delay in delivery if unexpected barriers occur we cannot avoid despite of reasonable diligence to the given circumstances from our side. (We commit ourselves to immediate notice of such barriers).

4. In case of posterior modifications of the contract probably affecting the terms of delivery, they will be extended appropriately.

5. If we exceed the terms of delivery agreed upon the buyer has the right to set an extension of time of four weeks in written form and to withdraw from the contact after expiry of the term. Claims for damages due to non-performance, delayed performance or impossibility of performance are excluded apart from deliberate act or gross negligence from our side.

6. If not agreed otherwise, shipment is always made the best and fastest transport way in our sole discretion upon buyer’s charges and perils. Upon delivery of the goods to our forwarding agent, but latest upon by leaving our premises, the peril of accidental loss or accidental deterioration of the goods is transferred to the buyer. The buyer basically has to effect transport insurance at his own charges. If an insurance should be contracted from our side this has to be explicitly stated in the order form. Charges will be invoiced to the buyer.

7. Packing costs will be charged to the buyer. Simple packing is charged the cheapest way and cannot be returned. Shipping crates will be invoiced at cost price. After prepaid return shipment of carriage, 50% of the amount charged will be credited.

III. Modes of Payment

1. If not otherwise agreed all invoices have to be settled within 30 days of invoice date without deduction. If payment is made within 10 days, we grant a discount of 2% of the net amount of the invoice. Bills of exchange will only be accepted upon prior agreement. Any discount and other charges are on buyer’s account.

2. After expiry of the period allowed for payment acc. to §1, the buyer being a general merchant defaults without reminder. Default for non-merchants is substantiated by a reminder with appointment of date. After occurrence of default mounts due will be interest-bearing at an annual interest of 2% above the applying rediscount rate charged by the European Central Bank, subject to assertion of proven higher default claim or proven higher interest.

3. In case founded doubts concerning credit standing or economic circumstances of the buyer arise, we are entitled to insist on either advance payment or deposit by the buyer within one week.

IV. Warranty

1. The buyer is obliged to immediately check the duly condition of goods delivered upon reception or handing over. Obvious defects are to be advised immediately in written form, latest after 8 days. If the buyer does not fulfill his duty to give notice, claim under guarantee will not apply.

2. We grant, appropriate use assumed, a state-of-the art accuracy concerning material and production of goods for all machines and devices. The warranty expires 12 months after reception of goods, that means putting into service of the goods. Warranty does not include spare parts such as heating elements, collectors and carbon brushes as they are subject to usual wear and tear.

3. Our warranty liabilities are limited to touching up or replacement delivery. If we should not fulfill our warranty liabilities within an appropriate period of time, latest within 6 weeks after receipt of the written notice of defects or of warranty actions fail, the buyer is entitled to claim for reduction of payment or cancellation of the contract, provided he has previously given notice of his intent in written form within a 14 days term.

4. Return of defective goods is subject to our previous acceptance and has to be effected carriage prepaid. Curing of defects by the buyer is subject to our approval. Repairs effected by the buyer or third parties without our accordance overrule the warranty for occurring consequences.

5. Duty of replacement due to consequential damages emerging from defective delivery or service, defective touching up or damage causation prompted by delivery, service or touching up at our charges is excluded in any case.

V. Retention of Title

1. We reserve the property of the goods supplied until settlement of all receivables out of the business connection between both parties. This also applies for claims from previous supplies and services. In case the collateral securities in our favor should exceed 20% of our current claims, respective collateral securities of our option will be released upon buyer’s request.

2. The buyer has to insure the goods supplied against fire, theft and, water damage for the duration of retention of title and make proof of it upon request.

3. The buyer may not dispose of the goods delivered under retention of title unless they have been sold under the assumption to be processed, integrated or sold according to common business rule.

4. If goods under retention of title are distrained, the purchaser has to give immediate notice and to advise our rights to the third party. All costs arising by our intervention are upon buyer’s charge.

5. In case of resale of the goods, the buyer herby assigns his claims to his customer to us at the amount of our claims out of this contract. We are entitled and the buyer obligated to give written notice of the assignment to his customer upon our request. Where applicable, the purchaser has to reserve our retention of title to his customer within the extended retention of title.

VI. Charging and Retention

The buyer is only entitled for charging against due claims from our side if his counterclaims have been accepted by us or have been considered legally binding. Retention rights of the purchaser not based on the same contract are excluded.

VII. Final Clauses and Jurisdiction

1. Any supplementary agreement and modification of contract is subject to written form to be effective.

2. The contract as the general conditions of delivery and sales remain effective even in case of ineffectualness of certain terms.

3. Place of fulfillment and jurisdiction for general merchants is the base of our principal office. Jurisdiction also applies for dunning procedures and obligations arising from checks and bills or exchange. German jurisdiction applies.