§ 1 General points and scope of validity

Our Terms and Conditions of Sale shall apply exclusively; we do not acknowledge any terms and conditions of sale used by the Customer that contradict or deviate from ours, unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall apply even if we are aware of any terms and conditions used by the customer that contradict or deviate from ours and make the delivery to the Customer without reservation. All agreements made between us and the Customer for the purpose of executing this contract have been stated in writing in this contact. Our Terms and Conditions of Sale shall only apply to transactions with companies within the meaning of Article 310 Paragraph 1 of the Code ofCivil Law, especially for trade. Our Terms and Conditions of Sale shall apply to all future sales to the Customer.

§ 2 Offers and Offer Documentation

Our offers are non-binding unless anything to the contrary is contained in our confirmation of order. The order shall become binding as soon as we have issued confirmation of order i.e., in case of stored goods, as soon as we have performed a delivery. We reserve the rights of ownership and copyright over illustrations, drawings, cost/price calculations, and other documentation. This shall also apply to such written documentation as is designated “Confidential”. The Customer shall not pass these on to any third party without having first obtained our express written consent.

We reserve the rights to the availability of goods, modification of products due to technical developments, change of models and any printing errors which might arise. In addition to that, the colours in the catalogue or on our internet site might, due to typographical reasons, differ from RAL or Pantone colour hues. Modification in design, as well as technical development and improvements of our products, are also possible.

§ 3 Prices and Terms of Payment

Unless our confirmation of order contains anything to the contrary, our prices shall apply ex-works and shall not include packing, which shall be invoiced separately. Our prices do not include the statutory Value Added Tax. This shall be shown separately in the invoice at the statutory rate in force on the date of invoice.

Prompt-payment discount shall not be applied unless it has been specially agreed in writing. We shall deliver the goods only against payment in advance, payment in cash or payment by standing order. For this, we shall grant a 4% discount. If payment against invoice has been agreed in writing, we shall grant a 2% discount within ten days of the invoice date. The net purchase price (without discount) shall be due for payment within 30 days of the invoice date. In this respect, the statutory regulations regarding delay of payment shall apply. We shall not grant any discount for installation and repairs.

The prices stated in elder schedules of prices lose their validity with appearance of a new schedule of prices. Price adjustments during the year are rare, but possible. Therefore only the prices stated in our confirmation of order shall apply. We reserve the right to adjust our prices by an appropriate amount if , after the contract has been entered into, cost reductions or cost increases occur particularly as a result of collective wage agreements or changes in the prices of materials. We shall present the customer with the substantiation of these charges upon request. The Customer shall not be entitled to apply offset unless his claim has been confirmed by a Court or is undisputed, or if we have acknowledged it. The Customer shall only be able to exercise the right of retention if his counter-claim is based on the same contractual relationship.

§ 4 Delivery Date

Delivery period shall commence on the date on which the order is confirmed, which shall be sent to you as soon as possible.  First order delivery date could be slightly postponed due to credit investigations.

Many of our products are “deliverable ex- works within a few days”. Apart from that, the expected delivery period in the confirmation of order shall be indicated as a non-binding guideline, since our products are partly manufactured upon order i.e. periodically. Consequently, delivery period can also be shorter than the one indicated as a non-binding guideline in the confirmation of order.

We shall not be under any obligation to meet our delivery date unless and until the Customer has met all his obligations properly and punctually. We reserve the right to the objection on the grounds of non-fulfilment of contract.

If the Customer falls into arrears or debt or if he culpably violates any other obligation of co-operation, we shall be entitled to require compensation for any losses we have suffered up to that point in time, including additional costs. We reserve the right to raise claims over and above the foregoing. If the Customer falls into arrears or debt, the risk of accidental loss or deterioration of the sale goods shall be transferred to the Customer at the point in time at which he fell into arrears or debt.

We shall bear legal liability under statutory regulations if the delay in delivery has arisen from a violation of the contract for which we are responsible and which was committed with intent of in gross negligence. If the delay in delivery is not due to any violation of the contract for which we are responsible and which was committed with intent of in gross negligence, our liability for damages shall be limited to such losses as are foreseeable and typical of such circumstances. We shall also bear legal liability under statutory regulations if the delay in delivery for which we are responsible has been caused by the culpable violation of a major contractual obligation, but in any such case our liability for damages shall be limited to such losses as are foreseeable and typical of such circumstances.

In case of delivery delay, the Customer shall be entitled to demand compensation. That compensation shall amount to 0,5 % of the delivery value for every completed week of delay, up to a maximum total of 5% of the delivery value.

§ 5 Transfer of Risk, Cost of Packaging

Delivery terms shall be ex-works unless anything to the contrary is stated in our confirmation of order. The goods shall be shipped upon the Customer’s wish. Already with the according handling over goods ordered to the carrier (post, train, package services, shipper etc) the Customer takes over the risk of the loss of goods. In order to cover the transport risk, we shall take out transit insurance policy for the Customer free of charge. Transit and other packaging shall not be taken back under the provision of the Packaging Ordinance. The Customer shall be under an obligation to dispose of the packing material at his own cost. We shall be entitled at any time, to deliver part-consignments, if it is reasonable for the Customer.

§ 6 Liability for defects

The Customer shall have no right to raise complaints concerning defects or deficiencies in the goods supplied unless he has met his obligations under Article 377 of the Code of Commercial Law to examine them and raise the relevant complaints.

The customer is therefore to inform the last carrier about possible transport damages in writing as follows: “Externally damaged package, acceptance only with reservations”. The carrier is to confirm the damage in writing. If the Customer fails to do so, the goods shall be regarded as approved.  The Customer should inform us in writing about any hidden damages within one week after their discovery.

If purchased goods are damaged, we are entitled at our own discretion to a retroactive fulfilment of the contract in form of damage removal or to a delivery of new damage-free goods. In case of damage removal, we shall only cover the expenses amounting to the price of the purchase price.

If the attempt at retroactive contract comes to nothing, the Customer shall be entitled at his own discretion to rescind the contract or claim a corresponding reduction in the purchase price.

We shall bear legal liability under statutory regulations if the Customer claims damages on the grounds of our or any of our representatives or vicarious agents having acted with intent or in gross negligence.  If we are not responsible for the violation of the contract, our liability for damages shall be limited to such losses as are foreseeable and typical of such circumstances. We shall bear legal liability under statutory regulations if we have culpably violated major contract obligation; in this case our liability for damages shall be limited to such losses as are foreseeable and typical of such circumstances. Liability due to culpable damage to life, body or health shall remain unaffected. The same applies to the mandatory liability in accordance with the Product Liability Act. Apart from the foregoing, we shall bear no legal liability. The Customer’s rights to claim damages shall fall under the statue of limitations after 12 months counting from the date of the transfer of risk.

§ 7 Overall Liability

An ongoing liability for compensation as in section § 6 is excluded irrespective of the legal nature of the asserted claim. The aforesaid is especially true for damage claims due to culpable behaviour at the time of the conclusion of the contract, in the case of other breaches of duty or tortuous claims for replacement due to material damages in accordance with Article 823 Code of Civil Law.

If liability towards us for damages is restricted or ruled out, this shall also apply to the personal claims for damages by our staff, employees, co-workers, representatives and vicarious agents.

§ 8 Securing of Retention of Title

We shall retain title over the sale goods until all payments have been received under the contract of supply with the Customer. In the event of the Customer violating the contract , meaning especially if he falls into arrears of payment, we shall be entitled to recover the goods. Our recovery of the goods shall not be construed as a cancellation of the contract unless we have expressly declared in writing that it is to be cancelled. Any attachment by us of the sale goods shall always be deemed to be a cancellation of the contract. If we take the sale goods back we shall be authorised to dispose of them elsewhere. The proceeds from any such disposal shall be accredited to the Customer’s payment liability minus the appropriate disposal cost.

The Customer shall be under obligation to handle the sale goods with care and under a particular obligation to insure them at his own expense against damage by fire, water, or theft at their full replacement value. If servicing or maintenance work is necessary , the Customer shall arrange for this to be done punctually and at his own expense. In the event of an attachment order or any other intervention by a third party, the Customer shall inform us in writing and without delay so that we can arrange for the order to be rescinded under the provisions of Article 771 of the Civil Procedures Ordinance. If the third party is unable to reimburse us for the court and out-of-court costs of an action under the same article 771, the Customer shall bear liability for any loss we may have incurred.

The Customer shall be entitled to resell the contract goods as part of his normal course of business but transfers to us here and now all claims to payment that may accrue to him against his customer or any third party from the resale, up to the amount of our invoice amount (including VAT), regardless of whether or not the sale goods have been further processed before being resold. Despite this transfer the Customer shall be authorised to collect payment. This shall be without impact on our right to collect payment. However, we undertake not to collect payment provided the Customer meets his payment obligations from the proceeds he receives, does not fall into arrears of payment, and in particular provided that no application is made for the opening of bankruptcy, settlement or insolvency proceedings and that he does not cease to make payments. If this is the case, however, we shall have the right to require the Customer to inform us of his receivable accounts and his debtors, to provide all information necessary for collecting payment, to surrender all related documents, and to inform his debtors (third parties) of the transfer.

Any processing or conversion of the contract foods by the Customer shall always be deemed to have been carried out on our behalf. If the sale goods are processed together with other objects that do not belong to us, we shall be deemed to have acquired co-ownership over the new object in the same proportion as the value of the sales goods (based on the final invoice amount including VAT) to the value of the other objects at the time of processing. The object created by processing shall then be subject to the same restrictions as all other goods supplied under retention of title.

 If the sale goods are combined inextricably with other objects that do not belong to us, we shall be deemed to have acquired co-ownership over the newly mixed object in the same proportion as the value of the sale goods (based on the final invoice amount including VAT) to the value of the other objects at the time of mixing. If the manner of the mixing is such that the Customer’s product is regarded as the main object, it is hereby agreed that the Customer shall transfer co-ownership rights to us. The Customer shall thus retain on our behalf the sole ownership or co-ownership thus created.

We shall be under an obligation to release the collateral to which we are entitled, when and if the Customer so requests, once the obtainable value of our collateral exceeds the outstanding account by more than 10 percent. We shall be entirely free in our selection of the collateral that we release.

§ 9 Data saving and processing

In order to fulfil the conditions of a business enterprise, we shall electronically save and process the Customer’s data related to persons and companies.

§ 10 Place of Execution and Jurisdiction

If the Customer is a merchant, the place of jurisdiction shall be our place of business. However, we shall be entitled to sue the Customer before his domicile court.

The laws of the Federal Republic of Germany shall apply exclusively. Application of the United Nations Purchase Law shall be excluded.

Unless our confirmation of order states anything to the contrary, our place of business shall be the place of execution.

§ 11 Severability Clause

If any provision of this contract is or becomes invalid, the other provisions  shall not be affected thereby.