General delivery conditions
I General
All legal transactions within the scope of our business operations are exclusively based on our General Terms and Conditions.
All offers are subject to change with regard to price and delivery options. Verbal agreements, agreements made by telephone and agreements made by representatives shall only become valid when they have been confirmed by us: this applies in particular to the assurance of properties. Illustrations, drawings etc. are only approximate, they remain our property and may not be made accessible to third parties, in particular to competitor companies.
The minimum order value is € 50.00 net; lower order sums will be invoiced with this minimum order value.
Immediately after receipt of the order confirmation, the customer shall check its correctness, in particular the technical data contained therein, for conformity with his order.
We reserve the right to make technical changes, in particular minor improvements, insofar as these are reasonable for the customer.
Offsetting by the customer with counterclaims is excluded, unless the counterclaims are undisputed or legally established. If the customer is a merchant, he has no right of retention against our payment claim due to counterclaims.
II Prices and terms of payment
Our prices are quoted in € ex works without packaging, freight, customs duty, etc. plus value added tax at the respective statutory rate.
The prices valid on the day of delivery according to our price lists shall apply, even in the case of successive delivery contracts. However, an increase of the remuneration is excluded if the customer is not a merchant and the delivery or service is to take place within 4 months after conclusion of the contract.
We are entitled to demand 1/3 of the agreed remuneration upon conclusion of the contract, another third upon readiness for shipment and the remaining amount upon delivery.
Our invoices are payable within 30 days after date of invoice without deduction or within 8 days after date of invoice with 2% discount for invoice values up to € 2500,- net; for invoice values above € 2500,- net as well as for repair and assembly invoices discount deduction is not allowed. Checks and bills of exchange will only be accepted on account of performance, the latter on the basis of a special agreement. Costs of bills of exchange and discount charges shall be borne by the purchaser. No liability is assumed for timely presentation and protesting. Payments shall only be deemed to have been made on the date on which the Seller can dispose of the invoice amount.
If, after conclusion of the contract, we become aware of circumstances that give rise to serious doubts about the creditworthiness of the customer, we may, at our discretion, demand advance payment or the provision of security in deviation from agreed payment terms.
In the event of default in payment, the customer shall, without prejudice to our statutory claims to interest on arrears, pay interest on arrears in the amount of the bank interest to be paid by us. Without proof of the bank interest to be paid by us, the customer shall pay to us interest on arrears in the amount of at least 8% above the respective Bundesbank discount rate, unless the customer proves that we have incurred no loss or a significantly lower loss; in the latter case, the customer shall compensate us for the actual loss. If the customer is in default with the payment of an invoice, all his liabilities shall become due immediately. We shall demand cash advance payment for the goods for the outstanding deliveries, omitting any term of payment. The same shall apply in the event of dishonor of bills of exchange or checks, cessation of payments, bankruptcy settlement as well as petition for the opening of bankruptcy or composition proceedings on the part of the Buyer.
In the case of foreign orders, we need not take action until an irrevocable letter of credit free of charges has been provided by the bank named by us. The letter of credit must be issued with the proviso that payment is made upon delivery or presentation of the shipping documents.
Representatives and travelers shall be entitled to accept payments only upon presentation of a written power of attorney for collection.
III Delivery
The mode of shipment is determined by the seller at his own discretion, but without guarantee for the cheapest shipment. The mode of shipment is at the expense and risk of the buyer. Insurance shall be taken out at the request and expense of the Buyer. If the shipment is delayed through no fault of the seller or his agents, the goods will be stored at the expense of the buyer. In this case, the effects of the shipment occur with readiness for shipment on the part of the seller. If the delivery is made directly to the consumer at the request of the buyer, the seller shall be compensated for the corresponding additional costs. No liability for damages of any kind shall be assumed for such transports, even if the transports are carried out by the Seller's own personnel, except in cases of intent or gross negligence on the part of the Seller or its vicarious agents
Delivery periods are non-binding unless binding force is expressly agreed in writing. Partial deliveries are permissible. Unforeseen obstacles to delivery, in particular force majeure, strikes, operational disruptions in the Seller's own operations or those of its suppliers, transport difficulties, difficulties in procuring raw materials, etc., shall result in a corresponding extension of the delivery period. Claims for damages by the purchaser are excluded, unless the seller or his vicarious agent is guilty of intent or gross negligence in the delay and the circumstances leading to it. In the event of subsequent changes to the contract which may affect the delivery period, the delivery period shall be extended accordingly, unless special agreements have been made between the contracting parties in this respect.
In the event of default in acceptance by the customer, we may, at our discretion, withdraw from the contract or claim damages for non-performance. Without prejudice to further claims, we may demand 15% of the order sum plus VAT as compensation without proof of damage, unless the customer proves that we have suffered no damage or significantly less damage. In the latter case, the customer shall compensate us for the actual damage.
IV Retention of title
The delivered goods remain our property until full payment of all our claims arising from the business relationship with the customer.
Any processing or treatment of the goods subject to retention of title shall be carried out by the customer on our behalf without any obligations arising therefrom for us. In the event of processing with other items not owned by us by the customer, we shall be entitled to co-ownership of the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing.
The customer is entitled to resell or process the goods subject to retention of title within the scope of his normal business operations; he is not permitted to pledge or assign them as security. Interventions in our rights by third parties, in particular seizures, must be notified to us immediately in writing. The costs of intervention measures including legal disputes shall be borne by the customer insofar as they are not paid by the intervening party.
The customer already now assigns to us the claims of the customer against third parties from a resale or processing of the reserved goods; we accept this assignment. The customer is revocably entitled to collect this claim as long as he fulfills his obligations towards us. The customer shall keep the collected amounts separate from his other assets. If our claims are over-secured by more than 20%, we undertake to release them accordingly. The customer's authority to collect shall also expire if the suspicion arises, based on facts, that the customer is in financial collapse or is in a state of financial collapse. At our request, the customer shall provide us with the information on the assigned claims required for collection and notify the debtors of the assignment.
The delivery item shall always be maintained in proper condition during the existence of the reservation of title. Necessary repairs must be carried out by the customer at the supplier's works or at a workshop designated by the supplier, unless this is not possible or not reasonable under the circumstances of the individual case. Technical instructions of the supplying plant, in particular instructions for use, shall be complied with.
The customer shall insure the delivery item against destruction/loss/damage at its own expense until it has been paid for in full, with the proviso that we shall be entitled to the rights arising from the insurance to secure our claims. If the customer does not comply with this obligation despite being requested to do so, or if he does not provide us with evidence that insurance has been taken out, we shall be entitled to take out such insurance at the customer's expense. Proof of the conclusion of the insurance can be demanded from the time of handover. Insurance benefits shall be used for repair/replacement. The insurance obligation does not apply to delivery items whose value excluding VAT does not exceed € 1000.
If the customer is in arrears with payment or if the suspicion arises, based on the facts, that the customer is/is in financial collapse, or if the customer, despite a warning, is in serious breach of its obligations under Clauses IV 5 and 6 above, we may take back goods subject to retention of title without this constituting a rescission of the contract, irrespective of any mandatory statutory provisions to the contrary. The customer irrevocably agrees to the collection by our representatives, as well as to their entering the customer's premises for the purpose of collection. For the time during which the retrieved items subject to retention of title are stored with us, we shall only be liable for intent and gross negligence. We are entitled to payment of an appropriate storage fee against the customer. We shall also be entitled to sell the items taken back to us on the open market. The proceeds shall be credited to the customer's existing liabilities with us, and any excess proceeds shall be paid out to the customer.
V Warranty and liability
We guarantee that our products correspond to the state of the art at the time of shipment. A prerequisite of our warranty is compliance with our operating instructions and instructions for use. Notwithstanding any contractual agreement to the contrary, we shall not be liable for the suitability of the equipment for the purpose intended by the customer.
Obvious defects of the delivered goods must be notified to us in writing within 14 days of receipt of the consignment at the latest, irrespective of shorter statutory periods for notification of defects. Late notification of defects shall not give rise to any claims against us.
Clause 2 shall apply accordingly to non-obvious defects, provided the customer is a merchant.
In all other respects, we shall be liable for defects in the delivery for ½ year, which shall also include the absence of warranted characteristics, provided that the customer has not arranged for unauthorized modifications and repairs to the delivery item. Liability for consequential damages is excluded. The customer shall grant us reasonable time and opportunity during normal working hours to carry out all work which we deem necessary and to supply replacements or partial replacements. Special demands, as well as execution of the work on Sundays and holidays, in night work and at remote places are to be recompensed to us. If this is refused, we shall be released from liability for defects. We shall not be liable for parts which are subject to premature wear and tear due to their material composition or due to their type and use. The same applies if improper maintenance and care, overuse and misuse are detected. For chains, wire ropes, conveyor belts, prefabricated plastic parts and other third-party products, we pass on the liability of the manufacturers. However, we are liable for the correct choice and calculation of these products. We accept liability for the function of our products only if installation and connection have been carried out properly and carefully or by us. In the event of failure of the replacement delivery and/or the rectification of defects, the customer shall be entitled to withdraw from the contract to the exclusion of all further claims, in particular also claims for damages. If the customer is a registered trader, the costs to be borne by us in accordance with § 476 a BGB (German Civil Code) shall be limited to the net order value of the defective item.
In the event of a complaint, the customer must give us the opportunity to inspect the defect on site or by sending it to our factory. In the event of a breach of this obligation, the customer shall not be entitled to any warranty claims against us, unless the breach of this obligation neither hinders nor impedes our inspection of the cause of the damage. The costs of the inspection and/or return shall be borne by us if our delivery was defective.
Claims for damages arising from impossibility of performance, from delay, from positive breach of contract, from culpa in contrahendo and from tort are excluded, unless they are based on intent or gross negligence on our part or on the part of our vicarious agents. In such cases, the customer shall have the right to withdraw from the contract to the exclusion of all other claims.
VI Repairs
In principle, repairs shall only be carried out at our works. On the occasion of repair work, we shall also be entitled to carry out such work on the object to be repaired whose necessity or expediency arises during the execution of the repair. In case of unusual extent of the additional work to be carried out, we shall obtain the Customer's instruction before carrying out the work.
VII Loaned equipment
Loaned equipment is to be handled properly and with care by the customer. The duties of care and insurance of goods delivered under reservation of title shall apply mutatis mutandis. If no loan period has been agreed, we may demand the return of the loaned equipment at any time. In the event of non-compliance with the terms and conditions of the loan, in particular improper treatment or insufficient trial, we may demand the return of the loaned equipment at any time.
VIII Provision of information and advice
Unless a written consulting and engineering contract is expressly concluded, the provision of advice and information by us does not constitute the conclusion of a consulting contract. Consultations and information are provided to the best of our knowledge, but without guarantee. In the case of recognizably considerable importance, in particular economically far-reaching consequences of the provision of information for the customer, the consultation shall take place as a pre-contractual/primary contractual secondary obligation.
IX Place of performance, applicable law, place of jurisdiction
The place of performance is our place of business in Wittlich.
German law shall apply exclusively. The application of the Uniform Law on the Sale of Goods is excluded.
Wittlich is agreed as the place of jurisdiction for deliveries and payments as well as for all disputes arising between the contracting parties, including actions on checks and bills of exchange. In the case of a collection assignment, the seat of the collection agency. If the customer is not a fully qualified merchant or a legal entity under public law, the statutory jurisdiction provision shall apply with the proviso that Wittlich shall be agreed as the place of jurisdiction if the customer does not have a place of jurisdiction in Germany or the customer's place of residence or habitual abode is outside the area of the Federal Republic of Germany after conclusion of the contract.
Extrajudicial online dispute resolution
The European Commission provides a platform for out-of-court online dispute resolution (ODR). You can find the platform on the Internet at http://ec.europa.eu/consumers/odr/.
We are not willing and not obliged to participate in dispute resolution proceedings before a consumer arbitration board.