General Terms of Trade
The General Terms of of Trade was translated from the German original. In case of differences the German text is valid.
1. Validity of these terms:
The following terms are valid for all contracts about purchase-, work- and work delivery contracts of which we are the supplier. Purchase terms or other business terms of the customer are contradicted by this. They will not be used. If one of the regulations of these general terms of trade should be or become invalid, the regulation by law will be valid instead. Under no circumstances the concerned regulation will be replaced by terms of the customer. We are entitled to change our terms of trade unilateral valid for all future business connections with the customer after a corresponding information. Deliveries across borders need a special contract in order to fulfil the safety regulations of the corresponding countries. If by that inside the European Union (ex. Germany) from our performances result value-added-tax-obligations, the taker of these performances will fulfil these tax-obligations for us. The export / transport of products out of the purchaser’s country may be subjected to German, European or US-American export regulations. The customer has to provide for the concerning licences in his own response. He is responsible to observe the valid regulations until to the end user.
2. Salvatory contract clause:
If one or several regulations in a contract between us and a customer be or become invalid due to reasons not basing on laws to regulate general business terms, the other regulations stay untouched. Instead of the invalid regulation the valid one will be set in force retroactively which is the closest to the desired purpose at the time of the contract conclusion. The same is valid for missing regulations in a contract.
Our prices are valid adding the statutory value-added tax. The transport costs are at least 20.00 € inside of Germany and are paid by the customer. We are entitled to choose the transport service. In all cases the transport costs have to be paid by the customer; that is also valid for transports within the European Union and to non European states. Additional costs for an express delivery desired by the customer also have to be paid by him. In case the statutory value-added tax is increased in the time between the contract conclusion and delivery the agreed gross purchase price will be correspondingly increased. In case the price agreement does not base on the listed price we are entitled to adjust the price suitably if the costs for goods or other performances increase more than marginal. If such a price adjustment leads to a relevant increase of the price, the customer is entitled to retire from the contract.
We arrange the transport to the customer in his name and on his risk. That is also valid if we pay for the transport charge due to single agreements and / or we insure the goods or if we mount or install the delivered goods at the customer‘s. We are entitled to sign a transport-insurance. The costs are paid by the customer. We are entitled to name us as the beneficiary. When selecting the transport insurance we are only liable for the usual care. An object of delivery which is reported ready for transport corresponding to the contract has to be taken by the customer without delay. Otherwise we are entitled on our own selection to send or to store the goods on costs and risk of the customer and after a post period of one week to issue an invoice. Loss or damage during transport has to be noticed on the freight bill by the customer with a corresponding reservation. In addition they have to be reported to the transport company in written form without delay. All measures necessary to keep the rights of the customer have to be taken by the customer immediately. Loss or damage during transport have to be reported to us within an excluding period of one week in written form. Damage or loss during transport does not relieve the customer from the full payment of the purchase price to us. The customer transfers previously all claims existing to third ones due to a damage or loss during transport to us. We accept the transfer. These transfers and possible performances by the transport insurance are done fulfillingly.
5. Delivery period and delivery:
The delivery period given in the order confirmation is a ca. – date and calculated under attention of all known facts. In case these are changed before the elapse of the delivery period without our fault or if other incidents which we are not responsible for delay the delivery, the delivery period is prolonged correspondingly. Delays in delivery by obstructions in production without our responsibility, official measures or higher force lead to a corresponding prolonging of the delivery period. Higher force is also valid in case of labour disputes including strikes and regular lockouts in our factory or at our pre-supplier. Claims to compensation of the customer are excluded in this case. We are entitled to partial deliveries as far as they do not fall below the reasonable minor measure. The customer has to check and sign the delivery note. Any monitions have to be reported to us in written form. Otherwise the signed amount of delivered goods is accepted.
6. Payment, compensation, right of detention:
The payments are callable within 30 days after the date of the invoice without any detention. The fulfilment of payments is valid on the day of the arrival of the money at us or on our account. All payments have to be done free of expenses or postage. In case of paying-delay we are entitled to take interests in the height of interest levels paid by us when taking a corresponding bank-credit, at least in height of 8% above the percentage determined by the European central bank and reported by the German federal bank in the “Bundesanzeiger“. The advancing of maturity interests (§ 353 HGB) in equal height, a continuing overdue damage as well as our lawful rights stay reserved. Compensation by the customer can only be done if his contrary claims have been established legally, are undisputed or acknowledged by us. The use of a right of detention by the customer based on another contract is excluded. Rights of detention based on the same contract are also excluded if the claims are disputed and not been legally established. If there are circumstances which cause doubt about the credit-worthiness of the customer, we are entitled to demand prepayment or bank-surety (choice of the customer) for outstanding deliveries with a period of at least one week security and only perform under concurrent conditions.
7. Property reservation and right of attachment:
The delivered goods (reservation goods) remain our property until to the complete fulfilment of all our requestments valid at the time of the contract conclusion based on the business relations to the customer. The reservation goods also remain our property until to the complete payment of our future requestments. For current invoices the reservation goods secure our respective balance requestment. The customer is not entitled to attach our reservation goods to third persons or to assign for security or to transfer the candidacy to the reservation goods or to attach them. In the case of attachment or seizure of the reservation goods by third persons including advancing of rights of distress like renter attachment rights or in case of other obstructions of our securing rights it has to be reported to us immediately adding the corresponding documents. The costs of an intervention by us are incumbent to the customer if they cannot be got from the third person. If the customer buys the goods for the purpose of reselling he only is entitled to resell them in the ordinary run of business. If the goods are not meant for reselling, any reselling during the time of the property reservation is illegal without our agreement. The reselling also is illegal if the coming requestment is seized by former decrees benefiting third persons, e.g. by a global cession. The requestments coming from a reselling of reservation goods are even now transferred to us with validity at the time of their coming into being in full height including all side- and securing rights. We accept the transfer by this. If the reservation goods are sold together with other goods the transfer is done in height of the sum that we have partially invoiced to the customer for the concerned reservation goods. All transfers are done with priority to us. If the customer includes the requestments from a reselling of reservation goods into a current account existing with his buyers, the concerned agreed balance requestments and the final balance requestment are transferred to us as far as they contain single (partial) requestments which would have to be transferred corresponding to the above named regulations if they would not be parts of the current account. The customer, as long as he fulfils his paying duty to us, can seize his requirements from the reselling of reservation goods in the ordinary run of business. The transfer of the requirements is excluded. That is not valid in the case of a transfer for the purpose of a seize of requestments on the way of factoring if simultaneously. The duty of the factorer is justified to initiate the return performance directly to us in height of our partial requestments as long as requestments to our customer still exist. The default of payment by the customer of more than one month, the stop of paying by the customer, a cheque- or bill- protest at the customer (as far as we are the beneficiary of the cheque or bill in any way), an attachment of reservation goods or the application of the opening of an insolvency procedure or a judicial settlement or a settlement out of court about the capital of the customer the right of reselling of reservation goods lapses as well as the right to seize requestments. We have to be informed about the previously named incidents without delay. There has to be sent to us a list about the existing reservation goods. The reservation goods have to be stored separately and have to be transferred to us on our demand immediately. We are also entitled to seize the requestments transferred to us. After rescission of a contract or after period setting according to § 323 BGB and unsuccessful end of the period we are entitled to use retransferred goods freely. The customer is engaged to insure the reservation goods in usual measure on his own costs, at least against fire, storm, water, and theft and pilferage to its new value and to prove the insurance on our demand. He cedes to us his requirements existing to the insurance company and / or to third persons concerning the reservation goods in height of the part falling on our reservation goods. We accept the transfer with this. Goods which are let to us for executing a working contract establish a right of attachment for all our requirements concerning the working contract. That is also valid for requirements resulting from former and future working contracts. As far as our secured requirements by reservation goods and / or transfer or other securities are secured to more than 110% not only temporarily, we will on demand of the customer on our own choice release securing rights up to the named limit. The assessment of the securities is based on the real profits when utilizing the securities. Requestments have to be valued corresponding to the principle of ordinary bookkeeping and is interest-bearing.
The customer is engaged to inspect the delivered goods immediately and ordinary on his own costs and to report to us possible faults as well as false deliveries or missing amounts immediately in written form. For the report an excluding period of one week after reception of the delivery is valid. Hidden faults have to be reported immediately after their discovery. Faults of a partial delivery do not entitle to refuse the rest of the contracted amount exept if the customer can prove that the reception of only a part of the delivery is unacceptable to him under consideration of the circumstances. Damages which occur due to outer influences, improper treatment, faulty operation, normal wear or corrosion are excluded from warranty. That is valid if faults are the result of operating or maintenance the delivered goods not corresponding to the operation manual or if other than the advised spares, one-way- or consumer goods are used. Warranty claims become invalid after two years from transition of risk. Warranty periods given by us are guarantee periods. Measures, descriptions of performance and other data about the condition of the delivered goods serve the specification. It does not mean a guarantee about qualities which are a base of a warranty. Warranty claims of the customer are limited to improvements or replacements to our choice. If repairs or replacements do not lead to success within a suitable time the customer has a right to retire or to reduce. That right is limited to the concerned delivery as far as such a limitation is not unacceptable for the customer due to the nature of the matter. If an agreed amount of delivery can not be reached the customer has after failure of improvement only a claim on a suitable reducing. That is invalid if the performance parameters have been expressively guaranteed or if the taking of the delivered goods is unacceptable under the present circumstances. Warranty claims for improvements become invalid three months after the end of the improvement or replacement, but not before the end of the original warranty period. The limitations and restrictions of our warranty named above are not valid if the warranty claims are based on intent or severe recklessness by us, our leading employees or our debtor’s agents or if by our faults or the faults of our leading employees or debtor’s agents injuries on life, body or health have occurred or if we have guaranteed a different condition or durability. Further claims, especially claims to recovery of damages, are limited as regulated in # 9. That is especially valid for consequential damages of defects.
A liability to recovery of damages against the customer due to faulty violation of contractual or non contractual obligations is excluded. The exclusion especially reaches also to recovery of lost profit or for consequential damage. The exclusion of liability is not valid for intent or severe recklessness by us or leading employees or debtor’s agents. The exclusion of liability is also invalid if by our faults or the faults of our leading employees or debtor’s agents life, body or health have been injured. The exclusion of liability also is invalid as far as we or our leading employees or debtor’s agents have slightly reckless violated major contract obligations. When violating major contract obligations we only are liable for replacement of the damage which can be forseen at the time of the conclusion of the contract or the committing of the violation. That limit of liability is not valid as far as life, body or health have been injured. If by our fault a delay in delivery occurs or becomes impossible, claims for recovery of damage are limited to the proved damage, but as maximum to 8% of the value of the delivery- or performance object which can not be taken in use properly. That limitation is invalid in the case of intent or severe recklessness by us or our leading employees or debtor’s agents or if by the delay in delivery caused by our faults or the faults of our leading employees or debtor’s agents life, body or health have been injured. The exclusions and limitations of liability are not valid as far as damage is recovered by our existing company’s liability insurance. Claims in accordance to the product liability law remain untouched.
Returns of ordinary goods need our previous agreement. That is especially valid concerning goods which are delivered on a working contract. In the case of a return we reserve to invoice 10% of the good’s value, but at least € 25,00 as partial handling costs, if we do not make our agreement depending on further performances by the customer.
11. Place of fulfilment and legal venue:
The place of fulfilment for paying duties by the customer is Goettingen. The legal venue for all disputes with business people, juristic persons of the public law and public legal special property is Goettingen.