1. ORDER
(1) By placing an order, the Customer acknowledges the exclusive validity of our Terms of Sale and Supply. This shall also apply in the event that the Customer's own terms and conditions deviate from ours.
(2) Any agreements in deviation from our Terms of Sale and Supply shall only apply if they have been recognized by us in writing.
(3) Insofar as the goods ordered are to be specifically manufactured to the Customer's specifications, it shall not be possible to cancel the order. However, subject to our written consent, the order can be withdrawn until the start of production. In this case, however, the Customer shall reimburse the accrued facility costs and the loss of profit, which is, among other things, calculated based on orders that had to be rejected in the meantime as a result of the order having been placed.
(4) Circumstances for which we are not responsible, particularly force majeure events, shall entitle us to postpone the fulfilment of assumed obligations to supply goods for the duration of the hindrance or a reasonable lead time or to withdraw from the contract in whole or in part with respect to the part of the contract not yet fulfilled. The assertion of further claims against us according to Section 323 of the German Civil Code (BGB) shall be excluded, however, this shall not apply to our claims in a converse situation.
(5) In the event that supply is impossible pursuant to Section 325 BGB, the contracting parties shall only be entitled to withdraw from the contract. Any further claims are expressly excluded. In the event of impossibility on the part of the Customer, any claims pursuant to Section 325 BGB shall remain unaffected.
2. PRICES
(1) Our prices are subject to change, unless expressly stated otherwise overleaf, and ex works excluding packaging.
(2) In the event that, in particular, the material acquisition prices, collectively agreed wages or market prices in general change following the submission of an offer, the Customer hereby agrees to a corresponding price increase without this invalidating the Contract.
(3) Notwithstanding Paragraphs 1 and 2, prices shall not become binding for us for 8 days after order confirmation. Any calculation error identified within this time shall result in a new agreement. In this case, the Customer shall be at liberty to withdraw from the order without compensation.
3. PRICE RE-ADJUSTMENTS
In case of long-term contracts (covering more than 3 months), we reserve the right to price re-adjustments in the event of price changes that are detrimental to the calculation. In the event that no agreement regarding prices is reached, the Supplier shall be entitled to withdraw from the supply contract without compensation.
4. DELIVERY
(1) In the event that the delivery date is exceeded, the Customer shall be entitled to claim damages for delay only if such exceedance of the delivery date is due to intent or gross negligence. The further rights arising from Section 326 BGB shall be excluded in any case.
(2) Shipping shall always be at the risk of the Customer, even in the event that the goods are shipped directly to a third party. This also apply to any agreed carriage paid deliveries.
(3) We reserve the right to quantity deviations and to customary tolerances.
5. PAYMENT
(1) Unless otherwise agreed upon overleaf, payment for the goods shall be made within 14 days of the invoice date with a 2 % discount or net within 30 days.
(2) The Customer shall not offset any counterclaims not recognized by us, and payment shall not be withheld for this reason.
(3) Discountable bills of exchange shall only be accepted on the grounds of express agreement and only on account of payment. Credit notes through checks and bills of exchange shall be considered received – subject to encashment – on the day on which we can dispose of the equivalent amount.
(4) In the event that the payment deadlines specified in Paragraph 1 or agreed overleaf are not complied with, interest shall be charged at the rate customary in banking, however, not below 8 %, in addition to any other expenses incurred, where applicable.
6. RETENTION OF TITLE
(1) All our deliveries are subject to retention of title. Ownership shall not be transferred to the Customer until the Customer has settled his liabilities associated with all goods delivered to him. This shall also apply in the event that the purchase price for individual goods deliveries specified by the Customer has been paid. In case of current accounts, the retained property shall be considered a security for our balance claims.
(2) In the event that the goods supplied by us are mixed or incorporated with/into other items, the Customer herewith assigns his proprietary or co-proprietary rights to the mixed or new article to us and shall store said articles with due diligence.
(3) In the event that the delivered goods are treated or processed before payment, they shall remain our property at every stage of such treatment or processing and as they become finished goods. Acquisition of ownership by the client pursuant to Section 950 BGB is excluded as the Customer acquires ownership on our behalf and merely stores any material for us.
(4) The Customer shall be entitled to sell the delivered goods, regardless of their condition, in the ordinary course of business, subject to the provisions in the following Paragraph 5. The Customer shall be prohibited from pledging the goods and from assigning them as a security. The Customer shall inform us immediately in the event of any seizure or any other impairment of our rights by third parties.
(5) In the event that the Customer sells the goods delivered by us, regardless of their condition, he hereby assigns to us any and all claims against his customers arising from such sale, including all and any ancillary rights, until all our claims arising from such goods delivery have been settled in full, without this requiring a special declaration of assignment.
In the event that the goods delivered by us are resold together with items from other vendors, the claim shall be assigned proportionally with regard to the partial amount that corresponds to the value of the goods delivered to the customer by us, which are included in the delivery, and without adding the Customer's profit margin.
The Customer shall, upon our request, be obliged to notify the subcontractors of such assignment and to submit to us the information and documents required for asserting our claims against such subcontractors.
The Customer shall not be authorized to further assign the claims, however, he shall be authorized to collect such claims on our behalf as long as he duly meets his payment obligations, including those to third parties. In any case, we shall be entitled to revoke such authorization at any time, to notify the third party of the assignment, and to collect such claims ourselves.
In the event that the Customer collects the claims, the amounts collected shall immediately become our property. Therefore, the Customer shall keep such amounts separately on our behalf and transfer them to us immediately in accordance with the Terms of Payment. The Seller shall not be entitled to agree to a prohibition of assignment in the event that his Customer or Purchaser demands this. In the event that the total value of the securities assigned to us exceeds our receivables associated with the delivery by more than 20 %, we shall be obliged to reassign them at the Customer's request.
7. LIABILITY FOR DEFECTS
(1) Complaints shall only be considered if submitted within 8 days of goods receipt. This shall also apply if the goods are delivered directly to a third party. Therefore, the Customer shall ensure that such third party immediately notifies him of any defects in such cases. Direct complaints by the third party
to us shall be deemed not to have been made.
(2) In the event of a timely notification of defects, we shall be obliged to either remedy such defect or to make a subsequent delivery, which shall be free of defects, within a reasonable period. Other claims for compensation, such as rescission, reduction or damages, including claims on the grounds of positive breach of contract, shall be excluded.
(3) The goods subject of the complaint shall be returned immediately. The Customer shall not be entitled to any claims after 4 weeks following the delivery, regardless of whether or not a complaint has been submitted.
8. PLACE OF PERFORMANCE AND COURT OF JURISDICTION
(1) Gosheim, Germany shall be the place of performance for delivery and payment.
(2) It is agreed that the Spaichingen Local Court shall have jurisdiction for any disputes arising from the business relationship. The agreement on the court of jurisdiction shall also apply to default action.
9. APPLICABILITY OF GERMAN LAW
The legal relationships shall be governed exclusively by German law.
10. VALIDITY
In the event that individual provisions are invalid, this shall not affect the validity of the remainder of the contract concluded in accordance with the provisions herein.