1. Terms and Conditions
These Terms and Conditions are applicable if accepted by both parties to the contract in written or any other form.
The buyer’s Terms and Conditions do not apply unless we accept them explicitly.
2. Offers
Our brochure and its updated price list are part of our offer. All information and illustrations in our leaflets and brochures are conventional approximate values unless we
indicated them explicitly as binding. However model or design of our products is subject to minor changes without prior written notice at any time, at our sole discretion.
3. Prices
Our prices are exclusive of VAT. Postage and packing, freight, and insurance are invoiced ex works on delivery. Delivery of small amounts as defined in our current
conditions will be effected at a higher price.
4. Terms of payment
All invoices are to be paid within 30 days from date of invoice. 2 % discount for payment within 14 days from date of invoice unless buyer has not yet settled due
invoices. The payment of interest is required on all past-due sums. The rate of interest on defaulted payment will be the same invoiced by our bank for credits in current
account, that is at least 3 % above the current base interest rate of the Deutsche Bundesbank.
5. Delivery
Delivery of our products is effected via specialized retailing. Unless otherwise agreed delivery will be ex works.
A collection of the goods by the buyer requires prior agreement. Otherwise we make arrangements for transport and thus choose the kind of packing, means of transport
and transport route.
Part delivery is allowed to reasonable extent and is separately invoiced.
6. Ownership
We reserve the right to claim ownership of the delivered goods until they are paid by the buyer in full according to our payment conditions.
The buyer may resell these goods in a proper business transaction as long as our terms and conditions are carefully observed and all invoices duly paid. However the
buyer must not pawn or transfer ownership of the conditional commodity as surety. The buyer is obliged to safeguard our rights in the credited reselling of the
conditional commodity.
In case of the buyer’s default in payment we reserve the right – after a reasonable grace period – to claim back the conditional commodity at the buyer’s expense even
without withdrawal.
For security the buyer cedes to us already now all claims and rights from the sale or possibly a leasing – that we permitted – of goods where we hold the right of owner –
ship. We hereby accept the assignment.
If our products are combined with other movable goods into a uniform compound or blended inseparably and if the other product is to be considered the main part then
the buyer transfers to us a proportionate joint ownership in so far as the main part belongs to the buyer. The buyer keeps the ownership or joint ownership for us.
Incidentally the same that is applicable to the conditional commodity applies to the product developed through processing or combination or blending.
The buyer must inform us without delay about levy of execution of a third party on the conditional commodity, on claims ceded to us or on other securities. In this case
the buyer must also furnish us with the necessary documents for an intervention. The same applies to all other interferences or reductions.
When asked for by the buyer we will release the securities that we are entitled to according to the conditions mentioned above in so far as the value of the goods
delivered under our ownership claims exceeds debt claims to be secured by more than 20 %.
7. Warranties
We guarantee perfect production of the goods delivered by us.
The guarantee does not cover any damage caused through misuse or improper use, inadequate assembly or installation by the buyer or third parties, normal wear and
tear as well as defects caused by modifications or repairs carried out by the buyer or third parties without our approval.
The buyer must complain about patent defects immediately after receipt of the product and hidden defects immediately after discovery.
We are to be given the opportunity to inspect the defect complained about. Products with defects are to be returned to us immediately on request. Transportation costs
will be borne by us if the notice of defects is justified. If the buyer does not meet these obligations or modifies the product that has been complaint about before without
our consent, possible rights of claim are invalidated.
In case of a justified notice of defects within the warranty period we will decide whether to repair or replace the product.
8. Other claims, liability
In so far as nothing else is stated below, other and further reaching claims of the buyer against us are excluded. This applies in particular to claims for damages due to
delay, the impossibility to perform, an infringement on contractual subsidiary obligations, culpa in contrahendo and unlawful act. Thus we are not liable for defects that do
not occur in the delivered product itself. We are in particular not liable for lost profits or other economic losses of the buyer.
The limitation of liability above is not valid in cases of intentional and gross negligence of our legal representative or executive employee as well in case of a culpable
infringement on essential contractual duties. In the latter case we are liable only for the damage that was reasonably foreseeable in the context of this contract – unless
in cases of intention and gross negligence of our legal representative or executive employee.
The limitation of liability is also not applicable in those cases where according to the product liability law liability is to be assumed for personal injury or damage to
property respectively privately used objects if the delivered goods were defective. It is also not applicable in case that guaranteed characteristics are missing if and in so
far as the guarantee intended to protect the buyer against damage that has not occurred in the delivered product itself.
In so far as our liability is excluded or limited this is also true for the personal liability of our employees, legal representatives and persons employed in performing an
obligation (§ 278 BGB) or vicarious agents.
The legal rules and regulations concerning the onus of proof remain however unaffected.
9. Place of fulfilment and jurisdiction
Unless otherwise agreed our place of fulfilment is our place of business (Remscheid, Germany).
Our place of business is place of jurisdiction for all lawsuits, also within the framework of legal proceedings related to a bill of exchange or check proceedings if the buyer
is a businessman, a legal person under public law or a public special fund. We are also entitled to lodge a suit at the buyer’s place.