General Terms and Conditions
General Terms and Conditions of Sale
1. Terms of Payment and Delivery
We shall sell and deliver our goods exclusively according to the following terms and conditions of sale. Any other terms and conditions, particularly those stipulated in orders or order forms, shall only apply if they are explicitly confirmed by us in writing. We shall not be bound by any declarations made verbally, by phone, e-mail or by fax.
2. Application of Law
All our sales and deliveries shall be subject exclusively to German law.
3. Offer and Conclusion of Contract
Our offers shall be non-binding and subject to change, especially with regard to repeat orders.
A contract shall only be concluded when we issue a written order confirmation.
We reserve the right to accept small orders and specify minimum order quantities or minimum invoice amounts.
In the event of blanket orders, we shall be entitled to procure the material for the entire order and immediately produce the entire order quantity. We shall therefore be unable to take into account any change requests made by the customer once an order has been placed, unless this is explicitly agreed.
We shall be entitled to make partial deliveries.
In the case of manufactured goods, the ordered quantities may be exceeded or undercut by up to 10%.
We shall reserve the ownership and copyright of all cost estimates, designs, drawings and other documents; any such documents may only be made available to third parties with our consent.
Our deliveries shall be billed at the prices valid on the day of delivery, unless a fixed price has been explicitly agreed.
The prices shall apply ex works, excluding both packaging and value added tax.
5. Delivery Time and Force Majeure
Any information on delivery times shall only be an approximation and regarded as non-binding for us. Any breakdowns or delivery difficulties affecting our suppliers shall release us from the obligation to meet the delivery time and shall entitle us to extend the delivery deadlines and to make partial deliveries. Any delivery delays shall not entitle the customer to withdraw from the contract or assert claims for damages.
In the event of any operational disruptions, such as a lack of machinery, goods or raw materials, armed conflicts, import and export bans, fires, the disruption or blockage of transport routes and similar examples of force majeure that have a negative effect on us or our suppliers, as well as any new official measures that have a negative effect on our production costs, we shall be entitled to fully or partially withdraw from the unfulfilled part of the contract without being subsequently liable to pay damages.
6. Packaging and Shipping
All packaging shall be invoiced at cost price and shall generally not be taken back.
Our goods shall be shipped ex works for the account of the recipient. All risk shall be transferred to the buyer when the shipment leaves our factory, even if the goods are delivered carriage paid and even if the place of dispatch is not the place of performance. We shall not provide any form of insurance. The costs for express freight shall be borne by the recipient.
The costs for expedited dispatch shall be borne by the recipient. If the goods are collected by the customer, a reimbursement shall only be granted by special arrangement.
7. Moulds, Extrusion Dies and Tool Costs
All tool and moulding costs shall be borne by the buyer. The tool costs offered are only estimates. The buyer shall be fully invoiced for any cost increases that arise during the production of tools.
Any tools provided by the customer shall be treated carefully and professionally. We shall only be held liable for any damage caused by negligent actions at our factory. If we manufacture extrusion dies or any other equipment and systems for production purposes, we shall invoice the proportionate costs as a part of production. With regard to our design services, we shall retain ownership of the items mentioned above.
The applicable payment terms shall be those agreed when the contract is concluded. We shall only accept bills of exchange by prior arrangement.
9. Property Rights of Third Parties
If we have to deliver items based on drawings, models or samples that are provided by the buyer, the buyer shall be liable for any violation of third-party property rights caused by the production and/or delivery of such items. If a third party prohibits us from producing and/or delivering items based on drawings, models or samples provided by the buyer due to the infringement of a property right held by the third party, we shall be entitled to discontinue the production and delivery and demand the reimbursement of expenses without being obliged to verify the legitimacy of the third party’s request; this shall not entitle the buyer to assert any claims for damages. The buyer agrees to immediately indemnify us against any claims for damages asserted by third parties.
10. Retention of Title
We shall retain ownership of the goods until all claims have been settled by the customer, even if the purchase price has been paid for specific receivables. In the case of an outstanding invoice, the goods subject to retention of title shall act as a security until our outstanding claims have been settled.
If any goods subject to retention of title are combined, mixed or processed with other objects that do not belong to us, as described in Sections 947, 948 and 950 of the German Civil Code (BGB), we shall acquire co-ownership of the new item(s) as a security for the claims mentioned in the preceding paragraph; the customer hereby grants us co-ownership. Our share of the co-ownership shall be determined by the ratio of the value of our reserved goods to the value of the other goods at the time they are combined, mixed or processed. The customer shall store our co-owned items free of charge.
The customer shall be permitted to resell the goods subject to retention of title until further notice within his ordinary course of business, provided that the customer also agrees a retention of title clause with his own customers in accordance with the preceding paragraphs. The customer shall not be entitled to administer the goods subject to retention of title in any other way, such as by pledging them or assigning them as security.
The customer hereby assigns to us all receivables and other claims held against his customers as a result of any resales, including all ancillary rights, until all our claims have been settled. Despite this assignment, the customer shall be entitled to collect the receivables arising from the resale. However, we shall refrain from collecting such receivables ourselves as long as the customer properly fulfils his payment obligations. At our request, the customer shall be obliged to notify his customers of the assignment and to provide us with any information and documents we require to assert our rights. If the value of the existing securities exceeds the total value of the secured claims by over 20%, the customer may ask us to release securities of our choice. We must be notified immediately if the goods subject to retention of title are seized or confiscated by third parties. In such cases, any intervention costs shall be borne by the customer. If we exercise our retention of title by reclaiming the goods in accordance with the above provisions, we shall be entitled to sell the goods privately or have them auctioned. The goods subject to retention of title shall be reclaimed at the original purchase price. We reserve the right to assert further claims for damages, particularly for lost profits and the reimbursement of expenses.
Any complaints due to incomplete / incorrect deliveries or obvious defects must be made in writing immediately – and at the latest within 8 days of receipt. Any other defects must be reported in writing immediately – and at the latest within 8 days of their discovery.
If a complaint is justified and submitted on time, we shall choose to remedy the defect by either repairing it free of charge or delivering a replacement.
If the repair or replacement fails, the customer may request a discount or the cancellation of the contract. We shall not accept any further liability for damage that does not occur to the delivered goods themselves, provided this is legally permissible.
If the delivered goods are modified or improperly repaired by the customer or a third party, we shall not accept any liability for defects.
12. Place of Jurisdiction and Place of Performance
The exclusive place of performance for all obligations arising from the business relationship with us shall be the registered office of the seller.
The place of jurisdiction shall be the seat of the court that has general jurisdiction over the seller.
If any contractual provisions prove to be ineffective, the remaining provisions shall remain binding.
General Terms and Conditions of Purchase
1. Conclusion of Contract
The contract between the buyer and seller shall be subject exclusively to these general terms and conditions of purchase. We hereby reject any general terms and conditions of the seller.
Any orders, agreements and amendments shall only be binding if they are issued or confirmed by the buyer in writing.
The seller must treat the conclusion of the contract as confidential. The seller must obtain the buyer’s consent before naming the buyer as a reference to third parties.
The agreed prices shall be fixed and shall include free delivery, packaging and freight costs; the applicable rate of value added tax in Germany shall be charged additionally. All costs incurred until the goods are transferred to the carrier, including loading and excluding carriage, shall be borne by the seller. The type of pricing shall have no bearing on the agreement concerning the place of performance.
The buyer reserves the right to accept excess or short deliveries.
3. Commercial Terms
The interpretation of commercial terms shall be based on the version of the INCOTERMS that is valid at the time the contract is concluded.
4. Proof of Origin, VAT Certificates, Export
If the buyer requests proof of origin, the seller must provide this immediately, duly signed, with all the necessary information. The same applies to VAT certificates for any deliveries made to foreign countries and other countries within the European Union.
5. Deadlines and Delays
If the seller realises the agreed deadlines cannot be met for whatever reason, the buyer must be informed immediately. However, this shall not release the seller from his obligation to meet the agreed deadlines.
If the seller falls behind with deliveries, the buyer shall be entitled to withdraw from the contract.
The delivery deadlines specified by the buyer shall be binding and fixed dates for the arrival at the agreed destination. If a calendar week is agreed as the delivery date, the deadline shall be the Friday of the specified week.
The delivered goods must meet the agreed specifications.
The seller must constantly ensure that the quality of the products to be delivered to the buyer reflects the latest state of the art and must make the buyer aware of potential for improvements and technical changes.
The seller must introduce and maintain a state-of-the-art, documented quality assurance system that is appropriate for the nature and scope of the order. The seller must keep records, particularly of his quality tests, and provide them to the seller upon request.
The test documents must be stored for ten years and presented if necessary. The seller must subject his subcontractors to the same requirements to the legally possible extent and must name the subcontractors to the buyer.
The seller hereby allows the buyer or a commissioned third party to conduct quality audits to assess the effectiveness of his quality assurance system; the buyer’s customer(s) may be involved in such audits.
7. Warranty and Liability for Defects
The warranty period shall be 24 months from delivery, unless otherwise agreed in the contract.
The seller must remedy any defects by repairing the faulty part(s), free of charge, including any additional expenses. If this is not possible or if the buyer cannot be reasonably expected to accept repaired parts, the seller must replace the defective parts with faultless ones free of charge.
In the event of a defective delivery, the buyer shall give the seller the opportunity to fulfil his obligation to remedy the defect before launching operations or installing the delivered parts, provided this can be reasonably expected of the buyer.
In urgent cases or if the seller fails to remedy the defect in good time, the buyer may take the necessary measures at the seller’s expense or have such measures taken by a third party. The buyer shall notify the seller before taking action. If this is not possible in urgent cases, the measures required to prevent damage may be taken without prior notification; in such cases, the buyer shall promptly notify the seller afterwards. This shall have no bearing on the seller’s obligation to honour the warranty; this does not apply to any defects caused by measures taken by the buyer or a third party.
If a defect cannot be remedied or the buyer cannot be reasonably expected to take such action, the buyer may demand a discount or request the cancellation of the contract.
All warranty claims shall expire 12 months after a complaint has been made, but not before the end of the warranty period.
In addition to the provisions stipulated in the preceding paragraphs, the statutory regulations shall apply.
8. Product Liability
If a product liability claim is asserted against the buyer under German law or under the laws of another country, the seller shall assume direct liability towards the buyer. This shall have no bearing on the seller’s contractual liability.
The seller shall be held liable for any measures taken by the buyer to prevent further damage (e.g. product recalls), provided he is legally obliged to do so.
The buyer shall immediately inform the seller if he wishes to make a claim against the seller in accordance with the preceding paragraphs. The buyer shall give the seller the opportunity to investigate the claim and coordinate measures with the buyer (e.g. settlement negotiations).
The seller must take out and maintain extended product liability insurance with an appropriate amount of coverage for the duration of his business relationship with the buyer.
If the seller is to deliver automotive parts, he must also take out product recall insurance with an appropriate amount of coverage.
9. Property Rights of Third Parties
The seller hereby warrants that the contractually agreed use of the delivered goods shall not lead to the infringement of third-party property rights. In the event of an infringement, the seller shall indemnify the buyer against any claims asserted by third parties due to the violation of their property rights.
The provisions set forth in Section 9.1 shall not apply if the seller has produced the delivered goods based on drawings, models or other details specified by the buyer and if the seller is unaware of the fact that property rights have been infringed as a result (or if the seller has no reason to suspect this in connection with the products he has developed).
The contracting parties shall immediately inform each other of any potential patent infringements and alleged patent infringements; they shall give each other the opportunity to counteract such claims by mutual agreement.
At the request of the buyer, the seller shall indicate the use of any published and unpublished proprietary or licensed property rights and property right registrations for the delivered goods.
If the contractual partners become aware of commercial or technical details during their business relationship and this information is not yet public knowledge, they shall undertake to treat this as a trade secret.
Their subcontractors must also be bound to secrecy accordingly.
The contracting parties may only advertise their business relationship with the prior written consent of the other party.
10. Drawings, Technical Documents and Tools
The buyer shall retain ownership of drawings and any other documents, devices, models, tools and other resources that are made available to the seller. The ownership of tools and other resources that are paid for by the buyer shall be governed by the arrangements stipulated in a separate tool agreement.
The above items must not be scrapped or made available to third parties (e.g. for manufacturing purposes) without the written consent of the buyer. They must not be used for any purposes other than those agreed in the contract (e.g. delivery to third parties). They must be carefully stored and maintained by the seller at his own expense during the term of the contract.
The buyer shall reserve all rights to drawings or products made according to his specifications and to processes developed by him.
The company logos, trademarks, drawing numbers and part numbers must be applied to the goods and production tools ordered by the buyer according to his specifications if the buyer places an order for such items.
The buyer shall pay within 14 days after delivery and receipt of invoice with a 2% discount for early payment, or the buyer shall pay the full price by the 25th of the month following delivery and receipt of invoice. If any goods are delivered ahead of schedule, the payment deadline shall be determined by the agreed delivery date.
Any payments made by the buyer shall not constitute his acceptance of the billing.
Any claims arising for the seller under this contract may only be assigned to third parties with the written consent of the buyer.
The buyer may offset any of the seller’s claims against any claims held by the buyer against the seller (or held against the seller by the domestic companies in which the buyer has a direct or indirect majority stake).
The buyer shall inform the seller of the specific companies covered by this clause upon request.
The buyer shall be entitled to store data about the seller in connection with the business relationship in accordance with data protection regulations and to transfer such data to third parties, particularly his companies and stakeholders.
12. Place of Performance, Severability Clause, Place of Jurisdiction, Applicable Law
The place of performance for deliveries shall be the place of use; the place of performance for payments shall be the registered office of the buyer.
If any contractual provisions prove to be ineffective, the remaining provisions shall remain binding.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) – and any provisions on the conflict of laws that would require the application of other legislation – shall not apply.
The place of jurisdiction shall be the seat of the court that has general jurisdiction over the buyer. However, the buyer may also take legal action against the seller at the latter’s general place of jurisdiction.
In addition to the contractual provisions, the contract shall be subject exclusively to the laws of the Federal Republic of Germany governing the legal relations between domestic parties.
Gederner Straße 56
D-63688 Gedern Ober-Seemen
Tel.: +49 06045 9606 0
Fax: +49 06045 9606 116 email@example.com