DEUTSCH  |   ENGLISH  |   FRANCAIS  |   汉语  |   РУССКИЙ

General Sales and Delivery Conditions
(August 2007)

1. Scope
   1. These General Sales and Delivery Conditions only apply to companies as defined by § 14 BGB (German Civil Code).
   2. All our deliveries and services are exclusively conducted on the basis of these General Sales and Delivery Conditions. We do not accept contradictory or diverting conditions on part of the customer, unless we have explicitly approved their validity..
   3. Our General Sales and Delivery Conditions also apply to future transactions, even if we do not refer to them in a particular case.

2. Quotation and Conclusion of the Contract
   1. Our quotations are made without obligation and are not binding, unless they have been explicitly marked as binding quotations.
   2. Decisive for the order is our written order confirmation. Should the customer have any objections to the contents of the order confirmation, an immediate protest must be lodged. Otherwise, the contract will be concluded in accordance with the order confirmation.
   3. After placing of the order, requests for changes of the delivery item are only possible with our written approval. Any additional costs that might arise have to be born totally by the customer.

3. Delivery
   1. We will not be held responsible for delays in delivery and in service due to force majeure or due to unforeseeable events or events through no fault of our own that make the fulfilment of the delivery or of the service distinctly more difficult or even impossible, even if binding periods of time and deadlines have been agreed upon. Such events entitle us to extent the time for the delivery or the service by the duration of the impediment not including an adequate period of preparation. Should the impediment last longer than three months, the customer is entitled, after having granted an appropriate additional respite, to withdraw from the contract. Claims for damage by the customer are in this case not permitted.
   3. Should our delivery be delayed due to gross negligence on our part, we can be held liable for the damage caused by the delay. In case of slight negligence on our part, our liability for proven damage caused by the delay is limited to a compensation for every completed week of delay of 0.5 % each, in total, however, no more than 5.0 % at the maximum for part of the shipment that could not be used purposefully due to the delay.
   4. We are entitled to effect partial shipments as far as the remaining parts are delivered within the stipulated delivery time and where this can be reasonably expected from the customer.

4. Shipment and Passing of Risk
   1. The customer is to bear the costs and the risks for the shipment and transportation of the goods. The risk is passed on to the customer as soon as the goods have left our works. This also applies, if delivery carriage free has exceptionally been agreed. The conclusion of a transport insurance is left to the customer.
   2. If the shipment is delayed due to circumstances for which the customer is responsible, the risk is to be borne by the customer from the day the goods are ready for shipment.
   3. Should we choose the shipping method, the route or the shipping agent, we will only be held liable for a gross negligence regarding the respective choice.

5. Prices and Payment
   1. The prices mentioned in our order confirmation are decisive. These prices are ex works and excluding packing, freight, postage, insurance, customs, other expenses and legal VAT.
   2. In so far as cost increases which could not be foreseen by us should occur after conclusion of the contract but before the order is carried out, e.g. as a result of increased labour or material costs or by the introduction of new a tax or the significant increase in existing taxes or customs duties, we shall be entitled to amend the prices to reflect the changed circumstances without calculating an additional profit. This does not apply if we are responsible for a delay in delivery.
   3. In case of contracts in foreign currency, and in order to compensate us for the disadvantages resulting from a changing of exchange rate, the customer has to reimburse us the difference to the original price.
   4. Bills of exchange and cheques will only be accepted as means of payment upon explicit agreement. Discount expenses and any other costs are to be borne by the customer.
   5. Payment with discharging effect can only be made to the bank accounts stated by us.

6. Offsetting and Retention
   The customer may only offset amounts in case of an undisputed counterclaim or in case of a counterclaim that has been determined to be legally enforceable. The customer is only entitled to exercise a right of retention if this is based on the same contractual relationship. .

7. Complaint
   
   1. On acceptance or receipt of the shipment, the customer must check each shipment for completeness and damage of the packing. Complaints must be lodged with us immediately and in written
   2. The customer is obliged to immediately examine the goods and to immediately place written claims for obvious faults. Hidden defects must be claimed in writing immediately upon their discovery. Otherwise the shipment is regarded as approved.

8. Warranty Claims
   1. Provided the goods are subject to a defect we have to answer for, we have the right of subsequent performance, according to our own choice, by correcting the fault or by delivering an object free from defects. If we refuse the subsequent performance or if it has failed or if it is unacceptable for the customer, he can assert further legal rights. An slight reduction of the value or of the suitability is out of question. The rules mentioned in section no. 9 apply to claims for damages due to defects.
   2. The customer shall give us the necessary time and occasion for rectification of defects or compensation delivery which might appear necessary to us, otherwise we are exempt from liability for any consequences resulting therefrom. Only in urgent cases of danger for the operating safety or for the defence against unreasonably big damages, the customer has the right to remove the defect on his own or by a third party and to demand from us compensation of the necessary expenses.
   3. Warranty claims of the customer are subject to a limitation period of 12 months from the date of delivery of the item. The statutory periods of limitation, however, apply for items that have been used for a building in accordance with their usual field of application, in case of fraudulent concealment of a defect and in case of recourse of the entrepreneur.

9. Liability
   1. We are held responsible for intent and gross negligence. For slight negligence we will only be held responsible in case of breach of essential contractual obligations that result from the nature of the contract or the breaching of which endanger the contractual purpose from being achieved. Apart from this, the customer has no right to place any claims for damages in case of slight negligence, no matter of the legal argument..
   2. VoThe limitation of liability mentioned above does not apply to claims under the Product Liability Law (Produkthaftungsgesetz), in case of injury to life, body or health of a person. For claims for damage due to material defects, the limitation of liability additionally does not apply, if we have fraudulently concealed a defect or if we have given a guarantee.
   3. Claims for damage in conjunction with material defects are subject to a limitation period of 12 months after delivery of the item. The statutory limitation period applies to the various cases mentioned in section no. 8.3, for intent, for gross negligence, for culpable injury of life, body or health of a person as well as for claims resulting from the Product Liability Law

10. Reservation of Proprietary Rights
    1. .We reserve the property rights on all goods delivered by us until all active debts from previous contracts have been completely settled. Cheques and bills of exchange as well as due invoices are also considered active debts. If, in conjunction with the payment, we are held liable for a bill of exchange, the reservation of proprietary rights only ceases once the claims resulting from the bill of exchange can no longer be filed against us. We are entitled to assign all claims to third parties.
    2. If the customer defaults on his payments or if it becomes obvious that our demands for payments are endangered due to inadequate competitiveness of the customer, we are entitled to demand the goods back on the basis of the reservation of proprietary rights.
    3. In case of distraint or other interventions of third parties, the customer is obliged to immediately inform us. The customer bears all necessary costs to revoke this action and to recover the delivered item, in as far as it cannot be confiscated by the third party.
    4. Subject to a permissible revocation due to important reasons, the customer is entitled to make use of the delivered item within the scope of an ordinary course of business. Especially collateral assignment and distraint are not permissible. The goods subject to reservation of proprietary rights may only be passed on the purchaser by the customer, if the customer is not in arrears with his liabilities towards us.
       
       In case of resale, the customer already now transfers all claims to the amount of our invoice total (incl. VAT), from the resale to us, especially requests for payment but also other claims arising in conjunction with the sale, independent of whether the delivered item has been resold without or after processing.
       
       Provided there has not been a permissible revocation by us due to important reasons, the customer is entitled to collect the assigned claims in trust. The resale of the claims in the scope of a true factoring requires our prior approval. For important reasons, we are entitled to make the assignment of the claim known to the third-party debtor, also on behalf of the customer. The customer’s collection authorization expires, once the assignment to the third-party debtor has been announced. Should the collection authorization be revoked, we are entitled to ask the customer to name the assigned claims and the debtor, to pass on all information necessary for the collection, to hand out the respective documents and to inform the debtors of the assignment
       
       Important reasons as defined by these rules are especially given in case of delay of payment, suspension of payment, application for commencement of insolvency proceedings, protest of a bill of exchange or justified indication of over-indebtedness or impending insolvency of the customer.
    5. Treatment and processing of the delivery item by the customer is always performed for us. We are considered a manufacturer as defined by § 950 German Civil Code (BGB) without further obligations. If the delivery item is processed with materials not belonging to us, we acquire the co-ownership for the new object in the ratio of the value of the invoice amount at the cost price of the other processed materials. The same regulations apply to the object resulting from the processing as to the delivered item.
    6. If the delivery item is connected, mixed or blended with moveable goods of the customer in such way that the object of the customer has to be considered as main object, the customer hereby transfers to us, already by now, his property in the new product in the ratio of the value of the delivery object to the value of the other connected, mixed or blended object. If the delivery object is connected, mixed or blended with moveable objects of a third party in such way that the object of the third party has to be considered as main object, then, the customer hereby transfers to us, already by now, his right to compensation against such third party at a share of the goods subject to our title of ownership in the final invoice amount.
       
       The new object resulting from connection or blending, or, respectively, the rights of (co-)ownership in the new object we are entitled to or that shall be transferred to us, as well as the rights of compensation assigned to us according with the preceding clause serve to provide security for our claims in the same way as the goods delivered do.
    7. As far as the reservation of proprietary rights or the assignment of claims is invalid or unenforceable due to any mandatory foreign law, the security right equivalent to the retention of title or assignment of claims in such region shall be deemed to have been agreed. If this requires the co-operation of the customer, the customer shall take all necessary steps to create and maintain such security right.

11. Place of Performance, Court of Jurisdiction, Applicable Law
    1. Unless otherwise agreed, the place of performance for delivery, payment and all other liabilities resulting from the contractual relationship is our domicile.
    2. For both parties, insofar it relates to merchants or legal entities governed by public law, the court of jurisdiction for all litigation resulting from the contractual relationship as well as its formation and its validity is the court responsible for our place of business or Frankfurt/Main. We may also, at our choice, file suit at the court of jurisdiction responsible for the customer’s place of business.
    3. The contractual relationship is subject to the laws of the Federal Republic of Germany. The „United Nations Convention on Contracts for the International Sale of Goods“ (CISG) is not applicable.
    4. In case of discrepancies between the English version of these Terms and Conditions of Delivery and the German, the German version prevails.