General Terms and Conditions of Supply
1. Offer, Terms of Contract and Scope of Supply
All offers are non-binding. The offer and/or order confirmation from the supplier alone is authoritative as concerns the terms of contract and the scope of supply.
The order is not deemed accepted until such time as it has been confirmed by the supplier; prior to this the offer by the supplier must be regarded as non-binding. Any addenda, amendments or collateral agreements made by telegram, telephone or verbally require the written confirmation from the supplier for their validity. The customer shall not be entitled to the supply of any parts, work and equipment other than that which is expressly agreed in detail and in writing.
2. Scope of the Obligation to Supply
(1) Documents such as illustrations and drawings etc. as well as weights, dimensional and performance specifications shall be binding as regards execution only if this is expressly confirmed by the supplier. Gross weights and box dimensions quoted are approximate, based on our best estimate, but without obligation.
(2) Ownership and copyright to cost estimates, drawings and other documents remain with the supplier. These documents must not be either reproduced or disclosed to third parties without the consent of the supplier. (3) The supplied parts are consistent with the technical standards and regulations in force in the Federal Republic of Germany. The customer shall in any event be responsible for any necessary testing and approval of the supplied parts required by foreign technical standards and regulations.
(4) The electrical / electrotechnical work is carried out pursuant to the EN 60204 applicable at the time.
(1) The prices are quoted ex works, excluding packaging or as agreed.
Should there be any changes in cost of material and wages as compared to the date of the offer, the prices may be adjusted accordingly.
(2) As regards export deliveries, the customer shall bear the cost of any duties, charges, taxes, cost of technical inspection etc. incurred outside the Federal Republic of Germany, as well as the cost of any necessary legalisation of certificates of origin, consular invoices etc.
4. Terms of Payment
(1) The prices are quoted in euro.
(2) Payment should be remitted without any deduction to the supplier's bank account, as per agreement or
40% when ordering,
55% upon notification that the goods are ready for dispatch,
5% following assembly/commissioning, however no later than 30 days following delivery.
(3) If payments are deferred, interest of 8% above the base rate applicable at the time will be charged for the duration of deferment.
(4) Incoming payments are, at our discretion, posted first to outstanding receivables and dunning charges from previous invoices even if the payment instructions state otherwise or are earmarked for a different purpose.
(5) The customer is only permitted to offset claims which are uncontested or have become res judicata. Offsetting on the part of the customer is excluded otherwise.
(6) The customer has right of retention only insofar as it is based on the same contractual relationship with the supplier.
5. Delivery Period
(1) The delivery period commences on the date of the order confirmation, however not before all the commercial and technical details regarding execution have been clarified, the agreed payment on account has been received and the documents, approvals etc. which the customer is to obtain have been furnished or the necessary releases have been given, both parties agree on all the terms and conditions of business, and relates to completion in the works.
(2) Observance of the above is contingent on the customer fulfilling their contractual obligations, in particular the agreed payment terms.
Unforeseen events that are beyond the supplier's control, e.g. disruption of operations, strikes, lock-out, - either at our premises or the sub-contractor's - will extend the delivery period correspondingly, even if they occur during a delay in delivery.
The same applies if official and other third-party approvals and documents required for performance of deliveries or information from the customer that is essential for performance of delivery are not received in time, and applies equally in the event of subsequent changes to the order.
(3) Partial deliveries are permitted.
(4) No claims for damages may be derived from the delivery period being exceeded.
6. Passing of Risk
(1) The risk passes to the customer as soon as loading of the parts for delivery commences (EXW Incoterms 2010), even if carriage paid delivery has been agreed.
Should dispatch be delayed through fault on the part of the customer, the risk will pass to the customer as of the date on which the goods are ready for dispatch.
(2) The goods will only be insured against damage in transit upon instruction by and at the expense of the customer.
7. Supplier's Right of Withdrawal
If the supplier becomes aware after concluding the contract of sale that the customer is in difficult financial circumstances, the supplier may demand security for the consideration or withdraw from the contract, deducting the expenses he incurred.
If the customer fails to fulfil his contractual obligations, in particular taking delivery of the goods and payment of the purchase price, the supplier may choose either to withdraw from the contract or claim damages for non-performance.
8. Warranty against Defects in Delivery
(1) The date on which the goods leave our works is authoritative for determining that the condition of the goods is as specified in the contract. Defects must be reported in writing.
(2) If the services provided by the supplier prove to be defective, the latter's warranty obligation will be based on the statutory provisions, subject to the proviso that the customer may initially only claim for rectification of defects. The supplier shall choose either to repair or replace the defective parts.
(3) Complaints relating to incomplete or incorrect delivery or relating to recognisable defects must be reported without delay, no later than 30 days after the shipment has arrived at its destination; defects that are not immediately identifiable must be reported to the supplier as soon as they are detected. If notification is not made promptly, the customer's warranty claims will not apply. Commercial agents and sales offices are not authorised to receive notifications of defects with effect for the supplier. The acknowledgement of the notification of defects remains subject to written confirmation by the supplier.
(4) The customer's right to assert claims for defects becomes time-barred in 6 months from prompt notification of defect or in any event upon expiry of the warranty period.
(5) In the event of justified complaints the supplier must bear the cost of the labour and materials required to remedy the defects.
If during the remedial work the supplier replaces the materials provided by the customer, he will acquire title to the parts replaced.
(6) If the defect is due to a defective third-party product, the supplier will be entitled to transfer his warranty claims against the upstream supplier to the customer.
In this case, a claim can only be made under the provisions above when the customer has asserted the assigned claims against the upstream supplier in court without success.
The customer agrees to inform the supplier without delay of the dispute in the event of judicial assertion of the assigned claims and to obtain his consent for any and all agreements with the upstream supplier as regards the assigned claims.
(7) The warranty period for material defects in the services provided by the supplier is 1 year following passing of risk pursuant to clause 6.
(8) Our warranty obligation will lapse if the purchaser undertakes repairs or modifications himself or has them carried out by third parties during the warranty period without our approval.
(9) In the case of construction and installation plans, the supplier accepts responsibility only for the accuracy of the dimensions of his own scope of supply.
(10) The supplier accepts no responsibility of any kind where the delivery of used machinery or machine parts is concerned.
(11) Otherwise, claims against the supplier for damages arising from breach of duty are excluded.
9. General Provisions and Place of Jurisdiction
(1)The contractual relationship shall be subject exclusively to the law of the Federal Republic of Germany.
(2) The customer must not assign his contractual rights to third parties without the written consent of the supplier.
(3) The purchaser's terms and conditions of purchase shall have no validity, even if we do not expressly oppose them. Our General Terms and Conditions of Sale and Delivery shall be deemed accepted at the latest upon taking delivery of our order confirmation, the goods or services.
(4) The action in respect of any disputes arising from the contractual relationship must be brought before the competent court having jurisdiction for the supplier's place of business. The supplier is also entitled to file suit at the customer's registered office.
10. Retention of Title
(1) The supplier retains title to the supplied article until such time as all the payments due under the supply contract have been received.
(2) The supplier will be entitled to insure the supplied article against fire, water and other forms of damage insofar as the customer has not already demonstrably taken out the insurance himself.
(3) Pledges or transfers of ownership by way of security are not permitted. The customer must protect goods supplied against access by third parties. He must inform the supplier without delay in the event of access by third parties, in particular by means of enforcement measures.
(4) The asserting of retention of title, the attachment of the supplied article and the seizure of the supplied article shall not be deemed to imply withdrawal from the contract on the part of the supplier unless the provisions of section 503 subsection 2, 4th sentence BGB (German Civil Code) governing instalment payment transactions apply.
In this case, seizure of the supplied article by the supplier is to be regarded as the exercising of the right of withdrawal unless the supplier agrees to pay the customer the standard market value of the item at the time it is removed.
(5) Insofar as the validity of this retention of title is linked to particular prerequisites or procedural requirements in the customer's country, the customer is required to ensure that these are satisfied at his own expense. Otherwise he will be obligated to pay compensation.
11. Regardless of the English version, only the German General Conditions apply.