Condiciones de uso

I. Conclusion of Contract and Scope of Delivery.

1 .The performance features as well as pictures, drawings, weights and dimensions given in the offers are approximate only. Minor deviations, and/or deviations usual in the trade, which do not adversely affect usability and are not unreasonable for the Customer, are acceptable. We retain the title and copyrights to any and all of our documents, such as price estimates or drawings. Said documents may be disclosed to third parties only with our approval. We may disclose to third parties documents designated by the Customer as confidential only with the approval of the latter.


2. Orders shall not be binding for us until we have confirmed them in writing. If no written confirmation has been given, the issued invoice shall be deemed the order confirmation. The written order confirmation is decisive for the scope of the delivery. If there is no written confirmation, the scope of the delivery shall be determined according to the offer which was accepted by the Customer in due time. Subsidiary agreements and modifications must be made in writing in order to be effective.

 

II. Prices and Payments.

1. Prices are given ex works, including loading in the works, but excluding packaging. Prices valid on the day of the order shall apply. Prices are given in euros and without value-added tax, which will be applied at the current rate on the day of the issue of the invoice and itemized separately on the invoice. Payment shall be made in cash without any deductions, free payment agent of the supplier, as follows: 1/3 advance payment upon receipt of the order confirmation, 1/3 upon notification of readiness of shipping of the major parts to the Customer, the balance within 30 days after due date and receipt of an invoice.
2. In the event the payment deadline is exceeded for culpable cause, we will charge default interest in the amount of 8% above the current basic interest rate in accordance with Section 247 BGB (Civil Code). If the Customer is in default for a substantial part of the payment, or if his cheques or bills of exchange are protested, or if the conditions for granting a credit line cease to exist, any and all of our receivables due from the Customer shall become due and payable immediately. The above provision shall also apply to invoices which have been deferred as well as to bills of exchange or cheques which become payable at a later time.
3. If there is a substantial worsening of the Customer’s assets after conclusion of the contract, or if the poor asset situation does not become recognizable until after conclusion of the contract, we are entitled, in the event of a threat to counter-performance, to refuse any performances not yet carried out, or to request reasonable advance payments or collateral.
4. The Customer may set off any counter-claims only if and when said claims are undisputed or a legally final title has been granted. A right of retention may be asserted only to the extent that it applies to claims from the same contractual relationship.

 

III. Delivery

1. Delivery dates will be binding only if and when agreed in writing. In the absence of deviating contractual provisions, the delivery periods will begin upon conclusion of the contract.
2. To the extent that we are affected by measures of industrial action, in particular strikes and lockouts, or by the occurrence of unforeseen events which are beyond our influence, e.g., traffic and operational disruptions, material or energy shortages, default in delivery by a pre-supplier, etc., the delivery period shall be extended by a reasonable time. If the Customer on his part delays, or fails to carry out, the required or agreed cooperation actions, the delivery period shall also be extended by a reasonable period. The above provision shall also apply if the Customer requires changes in the goods which are to be delivered.
3. In the event performance is postponed by more than 4 months due to the above-mentioned reasons which are beyond our influence, we may cancel the contract. The above provision is without prejudice for further rights of withdrawal.
4. If dispatch is delayed at the request of the Customer, he shall be invoiced for costs incurred for storage – for storage at the supplier’s works, no less than 0.5% of the amount of the invoice for each month – beginning one month after we have given notification of readiness for dispatch.
5. We reserve the right to make partial deliveries to the extent that said deliveries are reasonable for the Customer.
6. The type of shipment shall be at our discretion. We are not obligated to choose the least expensive type of shipment.

 

IV. Transfer of Risk

The risk of accidental worsening or accidental loss of the object shall be transferred to the Customer as soon as we have surrendered the object to the person designated to carry out the shipment. The above provision shall apply regardless of the question of the assumption of shipping costs or of delivery to the location and installation. At the request of the Customer, we will insure the consignment, at his expense, for theft, breakage, transport, fire and water damage as well as for other insurable risks.

 

V. Retention of Title

1. Any and all delivered good shall remain our property until any and all claims from the business relationship, including future and contingent claims, have been fulfilled. The above provision shall also apply if payments have been on specially designated claims. The Customer is entitled to sell further the object of the delivery in the course of his ordinary business; he hereby assigns to us his claims from the further sale, and we hereby accept the assignment. The Customer remains entitled to collect said claims, even following the assignment. The above provision is without prejudice for our authority to collect the claims ourselves. As long as the Customer fulfils his payment obligations to us in accordance with the contract, we will not collect the claims ourselves. If the Customer does not fulfil his contractual obligations in an orderly manner, we may revoke the authorization to sell the goods further.
2. If the Customer processes or works the goods, the retention of title shall also apply to the new object as a whole. The Customer shall acquire co-ownership to the object in the same fraction as the ratio of the value of his goods to the value of the goods we have delivered. If the value of the collateral to which we are entitled exceeds the claims being secured by more than 10%, we are obligated to release, upon request, the collateral to which the Customer is entitled in the amount of the excess. The selection of the collateral to be released shall be at our discretion.
3. The Buyer may neither pledge nor assign as security the object of the delivery. In the event of attachment or confiscation or other intervention by third parties, we shall be notified immediately.

 

VI. Liability for Defects
1. The period of limitations for defects in the object is 1 year for the sale of newly manufactured objects; the sale of used goods shall be effected excluding any and every form of liability for defects. The above provision shall apply to the extent that the Customer is not a consumer. If there is a defect, the Customer may first demand subsequent performance in accordance with Section 439 BGB. If the Customer is not a consumer, we may choose between elimination of the defect and the delivery of an object free of defects. Claims due to defects of a business customer are possible only if and when said Customer has fulfilled his inspection and complaint obligations in accordance with Section 377 HGB (Commercial Code) regarding each and every deviation. We must have received complaints within a period of 10 working days. Notification of hidden defects must be submitted immediately upon discovery of said defects. In all other cases, the delivered goods shall be deemed accepted.
2. If the Customer installs the goods we have delivered before claims due to defects are asserted, we are liable only if the installation or assembly of the sold goods has been properly carried out by the Customer. The Customer bears the burden of presentation and proof in such cases.
3. To the extent that the Customer asserts damage compensation claims on the basis of fraudulent misrepresentation, intention or gross negligence, we shall be liable in accordance with legal statutory provisions. If we are not charged with intentional infringement of the contract, we shall be liable only for compensation of damage which is typically foreseeable. Any and all further claims of the Customer for damage compensation shall be excluded. In particular, liability for damage not occurring to the object of the delivery is excluded, unless it is a question of damage consequent to injury to life, body or health resulting from violation of an obligation we have caused by negligence, or a violation of an obligation caused by our legal representative or vicarious agent intentionally or by negligence.


VII. Recourse of the Customer

If the Customer sells further to a consumer the newly manufactured goods in the course of his commercial operations, and if he has had to accept return of these goods due to defects in said goods, or if the consumer has reduced the purchase price, the assertion of claims due to defects on the part of the Customer against us does not require the setting of a time period. In this case, the Customer may demand from us reimbursement of the expenditures which he had to bear in his relationship to the consumer if the defects asserted by the consumer existed at the time at which the risk was transferred to the Customer. The Customer shall have no claim for damage compensation within the scope of this customer recourse.

VIII. Final Provisions
1. If the Customer is a business person, legal person under public law or a special fund under public law, jurisdiction for any and all disputes resulting from the contractual relationship, including cheque, bills of exchange and legal document litigation, shall be the courts at our registered place of business or at the place of business of the branch office carrying out the performance. Place of performance is Porta Westfalica.
2. Any and all contracts are governed by German law.
3. Any and all deliveries and services are performed on the basis of the above terms and conditions. Contrary terms and conditions, deviations or oral subsidiary agreements shall be binding on us only if and when they have been expressly confirmed, or to the extent that they correspond to compulsory law.
4. If individual provisions of these general terms and conditions of delivery and payment are invalid, the validity of the remaining provisions shall not be affected thereby. We shall, in cooperation with the Customer, replace any invalid provisions, within reason and in good faith, by regulations which are closest in intention to the commercial purpose of the contract, without causing thereby a substantial change in the content of the contract. The above provision shall apply if there is no express regulation for a situation requiring regulation.


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