All our contractual relations with you shall be governed exclusively by the following terms and conditions unless otherwise agreed in writing. For this reason we do not recognize any conflicting or divergent terms and conditions of business, even if we have not expressly objected to such terms and conditions in any particular case and have rendered a service on your behalf without reservation.
II. Orders, partial deliveries and changes
1. Should we fail to acknowledge your order in writing within two weeks of receiving it, you shall be entitled to withdraw it.
2. We shall be allowed to make partial deliveries where it is reasonable to do so.
3. Should we have to incorporate at your request any physical or design modifications to the parts to be delivered, an approppirate agreement with respect to the effect on cost and delivery dates shall be reached beforehand.
III. Shipment, packaging and documentation
Individual agreements shall be reached with respect to packaging, freight, transportation and shipment costs. This shall also apply to documentation ( technical specifications, material certificates etc. ).
IV. Payment, setoff
1. The time for payment and any other matters pertaining thereto are to be agreed upon execution of the contract. If nothing is agreed, all payments shall be made without deductions within 30 days of the invoice date.
2. You may not exercise your right of setoff until your counterclaim has been recognized by us or established by the final decision of a court.
V. Inspection of nonconformities, warranty
1. You shall inspect all incoming product for deviations in quality or quantity within a reasonable period of time. Should any hidden nonconformities be discovered at any point during the inspection or thereafter, any complaints shall be deemed to have been submitted punctually if they reach us within a period of five working days. Should we supply you with product on a continous basis, we shall strive to lay down the relevant details in a quality assurance agreement.
2. If a nonconformity is discovered, we shall be allowed sufficient time to sort out, rework or re-supply the affected product unless you cannot be reasonably expected to accept this. If we are unable to do so with immediate effect, you shall have the right to rescind the contract with respect to the nonconforming product and to return said product to us at our risk and expense. Alternatively, in consulation with us you may also rework the product yourselves or through a third party at our expense.
3. Should we repeatedly deliver the same parts with nonconformities, you shall be entitled to rescind the contract for the remaining parts yet to be delivered if, on receipt of written warning notice, we again supply nonconforming product.
4. The warranty period is 12 months.
1. Unless otherwise agreed in these General Terms of Delivery, we shall be liable to compensate you for any loss you may incur indirectly or directly as a result of our delivering nonconforming product, violating official safety regulations, providing you with incorrect advice, infringing any additional obligations or on any other legal grounds attributable to us only in accordance with the following provisions:
a) we shall be liable to render compensation only if we are culpable for the damage we cause;
b) we shall not be liable to render compensation if you have limited your liability vis-a-vis the customer with legal effect;
c) the costs of measures designed to prevent the occurrence of damage, in particular product recalls, shall be reimbursed insofar as we have a legal obligation to do so. You shall consult us wherever possible before instigating any measures of this type;
d) there shall be no compensation for any loss of profit;
e) if compensation it to be rendered, the relevant amount shall be determined according to the requirements of good faith, taking into account the financial situation of both parties and type, extent and duration of the business association.
2. This limitation of liability shall not apply in the absence of properties expressly warranted by us where this was intended to protect you against damage not occurring to the product itself. In addition, it does not apply in the case of intent or gross negligence on the part of management or senior officers of following a breach of a major contractual obligation.
3. In the case of damage to the product, we shall hold you harmless against any compensation claims submitted by third parties to the extent of what would be our immediate liability.
VII. Retention of title and other protection
Our products are supplied subject to our rights of retention, which are hereby expanded upon and extended according to the following provisions:
a) The items delivered shall remain our property until such time as all the claims arising out of the relationship have been settled. The extended right of retentation shall remain in force even if the individual amounts owed are included in a current account or if the balance is drawn upon and recognized.
b) If the product is combined with other parts not supplied by us, we shall assume co-ownership ( in the new product ) in accordance with the statutory regulations. Should we not assume co-ownership in this way, you hereby agree to transfer co-ownership to us in the amount of the invoice value of the product supplied as a percentage of the value of the new product at the time of processing. The product under co-owndership shall fall under the right of retention provisions included herein.
c) If the product in which we reserve the right of disposal is resold, you hereby agree to transfer to us your claim to the proceeds of the sale in the amount corresponding to the value of the processed cosignment.
1. All agreements must be made in writing. This shall also apply to collateral agreements and any amendments or addenda to existing agreements.
2. If any of the provisions laid down herein are or become null and void, this shall not affect the validity of the contract between us. Both parties agree to replace said provision by one corresponding to it as closely as possible in terms of commercial intent.
3. All the rights and obligations arising out of the contractual relationship with you shall be governed by German law only.
4. The place of performance and jurisdiction is Krefeld.