GENERAL TERMS AND CONDITIONS
1.1 Our Terms and Conditions shall apply exclusively. We contradict the inclusion of conflicting conditions or conditions of the customer that deviate from ours unless we explicitly agreed to their validity in writing.
1.2 Our Terms and Conditions shall also apply if we provide unreserved service to the customer although if we are aware of contradicting or deviating conditions of the customer.
1.3 Deviating conditions of our customers shall only apply if they have been explicitly recognized by us in writing.
1.4. The application of the UN Sales Convention is herewith excluded.
2. Conclusion of contract
2.1. Our offers are non-binding. The order of the customer represents a binding offer which we can accept within two weeks by sending an order confirmation or delivery of the goods. If we do not accept the offer within the above-mentioned deadline, this shall be considered as a rejection of the offer with the result that the customer is no longer bound by his declaration of intent.
2.2 Claims of the customer cannot be assigned without our consent.
2.3 Oral subsidiary agreements are ineffective.
2.4 The contract is concluded subject to the timely and final issue of export licenses and other official permits which are probably necessary for the execution of the contract. Force majeure, significant increases of the raw material prices and other circumstances that are beyond our control and make the execution unreasonably difficult or impossible, shall entitle us to withdraw from the contract, claims for damages are excluded.
3. Delivery and transfer of risk
3.1 Delivery is made ex-factory or warehouse to the delivery address notified by the customer. Unless otherwise agreed, the delivery address corresponds to the invoice address.
3.2 We are entitled to make partial deliveries to the extent that this is reasonable for the customer. In case of partial deliveries, we are entitled to create partial invoices.
3.3 Shipping and packaging are on account of the customer. Unless otherwise agreed, kind of transport and route are chosen by us at our discretion.
3.4 We reserve the right to withdraw from the contract in case of incorrect or improper self-supply. This shall only apply if the non-delivery is not our responsibility and if we concluded with due care a concrete supply agreement with the supplier. We will make all reasonable efforts to procure the goods. In the case of non-availability or partial availability of the goods, the customer will be informed without delay and counter-performance reimbursed.
3.5 The risk of accidental perishing and worsening of the sold goods shall pass to the customer as soon as we have delivered the object to the carrier, the shipper or the person or institution being charged with the execution of the delivery. This shall also apply if we bear the costs of the transport. We are not obliged to take out a transport insurance. A transport insurance policy will be taken out at customer’s express request and at customer’s expense only.
3.5 Should the delivery of the goods to the customer be delayed for reasons for which the customer is responsible, the risk shall be passed to the customer already when readiness for dispatch is notified. Any storage costs incurred shall be borne by the customer after the transfer of risk.
3.6 Goods are considered to be received when the carrier provides them, but at the latest when the customer takes possession of them.
4. Terms of delivery
4.1 Notified terms of delivery are only approximate and non-binding.
4.2 If no fixed delivery date has been agreed, delivery will be made two weeks after conclusion of the contract, in case of newly manufactured goods six weeks after conclusion of the contract. If the customer is obliged to cooperate, the delivery time does not start until the customer has fulfilled this obligation.
4.3 The time of delivery is respected if the goods leave our factory or warehouse, or the customer has been informed about the readiness to deliver.
4.4 Claims for damages shall only be excluded in case of slight negligence, the same shall apply to delayed delivery, consequential damages, or non-performance. The limitation of liability does not apply in cases of injury to life, body, or health.
5. Liability for defects
5.1 If the goods are defective, the statutory warranty rights shall apply unless otherwise agreed.
5.2 The liability for defects does not apply to natural wear and tear and defects which are in the nature of the product or caused by improper or negligent handling, processing, overuse and similar facts. If the customer or third parties carry out improper modifications, no claims for defects shall exist for these or their associated consequences either, unless the customer can prove that the reported defect has not been caused by these modifications.
5.2 Dimensions, shapes, weights, thicknesses, images, drawings and colours are only binding for our deliveries if they have been agreed by us in writing; natural or slight deviations are within contractual tolerances. A delivery of plus or minus 10% is allowed and shall be considered to be in conformance with the contract.
5.3 We assume no liability that goods produced according to the special requests of the customer and/or with raw materials, additives or the like provided by the customer, will be faultless and does not violate third-party property rights. In case of violations of property rights our customer will release us from third-party claims.
5.4 The notice of defect, in particular also in terms of missing guaranteed characteristics, shall only be valid if it is given in writing together with a detailed statement within one week after receipt of the goods or discovery of the defect. Within six months after the notice of defect, the customer has to offer us the goods reported as defective for review. The defective goods have to be sent or submitted to us free of shipping costs, as soon as we have agreed to the return in writing.
5.5 In case of a timely legitimate notice of defects we shall have at our option, the right to remedy the defects or replace same after the goods have been returned to us free of charge or reimburse the reduced value. Additional claims are excluded.
5.6 If a replacement delivery is made within the scope of the liability for defects, the statute of limitation does not restart.
5.7 The warranty expires, if the goods have been modified significantly by the customer or third parties. As long as the customer has not paid the goods in full, we are not obligated to the warranty.
5.8 If goods of our customers are processed or provided by him, we are not liable for the unsuitable nature of the raw material and its suitability for a processing or future use.
6.1 All prices are to be understood gross, ex warehouse plus packing and shipping costs.
6.2 Increasing material prices that arise after order confirmation and other cost increases, entitle us to adjust the contract price, provided the deliveries are made later than four months after conclusion of the contract.
6.3 For weight goods, the weight of the goods reported when leaving the warehouse, will be taken as basis. For sheet material our measurement shall apply, deviations of 2% are legitimate.
7.1 The invoice will be issued on the day of delivery.
7.2 Unless otherwise agreed, invoices have to be paid according to the provisions on the back.
7.3. Payments by bills of exchange or cheques are not accepted.
7.4 Payments are always used to settle the oldest payable accounts plus the accumulated default interest and costs.
8. Retention of title
8.1. We shall retain title of the goods until the full purchase price has been paid. Further we retain title of the delivered goods until all our claims arising out of the business relationship with the customer have been fulfilled.
8.2. If the goods are processed or combined with other products, we acquire co-ownership in the new product in relation to the value of the conditional goods to the value of the new product.
8.3 Items which are subject to retention of title or rights may neither be pledged nor assigned by way of security by the customer. A resale is permitted to the customer as reseller in the usual course of business only under the condition that the customer has assigned us effectively his claims against his purchasers arising from the resale and that he transfers title to his purchaser only subject to the condition that the invoiced amount is paid. Upon conclusion of contract, the customer assigns his claims arising of such resales against his purchaser as security to us, who simultaneously accepts the said assignment.
8.4. In the event of compulsory execution procedures by third parties against the reserved goods, the buyer has to notify us without delay. Notwithstanding the above, the buyer must inform third parties in advance of the rights existing on the goods.
8.5 Should the value of the securities exceed our claims against the buyer by more than 20%, we shall be obliged on buyer’s request to release securities to the respective extent.
9. Right of retention, offsetting and assignment
9.1 Rights of retention or refuse of services on the part of the customer shall be excluded unless we do not contest the underlying counterclaims, or these are legally established.
9.2 The offset with counterclaims is not permitted, excluded are undisputed or legally established counterclaims.
9.3 An assignment of claims out of the contract concluded with the customer by the customer, in particular an assignment of possible defect claims of the customer, is excluded.
10.1 If, after entering in a contract, an enforcement or insolvency becomes known, we will request the immediate maturity of our claims. Further, in the event of a withdrawal, we may demand additional claims for damages pursuant to the statutory provisions.
11. Place of performance, applicable law, and place of jurisdiction
11.1 For this contract German law shall apply unless specific consumer protection provisions in the home country of the customer are more favourable, the UN sales law shall not apply.
11.2 If the customer is a merchant, the place of jurisdiction shall be exclusively Holzminden.
11.3 If the customer has no general place of jurisdiction in Germany or in another EU member state, the place of jurisdiction for all disputes shall be Holzminden, the court being competent for our place of business.
12. Severability clause
12.1 Should one or several provisions be or become invalid, this has no effect on the validity of the remaining provisions. The contracting parties are obliged to replace the invalid provisions by a provision which comes as close as possible to the invalid provisions, and which is effective.