1. Contract conclusion and subject matter of contractA written order confirmation of the supplier is required for all contracts according to the general terms of delivery and payment (ALZB). The purchasing conditions of the purchaser do not impose an obligation on the supplier, even if the supplier does not explicitly object to them and the purchaser does not consent explicitly to the ALZB of the supplier. The supplier has the right, at his/her own discretion, to carry out the order completely or have it carried out partially by a subsidiary. Sub-agreements require the written consent of the supplier. The purchaser is responsible for the instructions about the occupational health and safety in accordance with § 4 of the German Occupational Safety and Health Act (ArbSchG).
2. PricesAll prices are ex works plus the applicable VAT, insofar as not agreed expressly otherwise in writing. The supplier is entitled, insofar as between the contract conclusion and the intended delivery date are more than 4 months, to increase prices if prices change for raw materials or auxiliary materials, or if wages or salaries change or if freights or public charges change after the contract conclusion.
3. Freight and packagingThe shipping is carried out unfree. If the supplier carries the costs of freight, he/she is at liberty to either deliver carriage free or to compensate the freight provided in the contract. The delivery is carried out without reloading by lorry, freights are only charged proportionally. For financial reasons it is required to use the capacity of the vehicles, which can slightly delay delivery dates. The additional freights, also such that arise due to the specific nature of the goods (bulk good etc.), are at the account of the purchaser. The desired packaging or packaging required by the supplier will be invoiced, unless agreed differently.
4. AcceptanceThe acceptance of the goods is carried out – insofar as not agreed otherwise in writing – at the factory of the supplier. If the purchaser disclaimes the acceptance at the supplier’s factory, the goods will be considered accepted as soon as they leave the factory. Visible defects must be claimed within 8 days after acceptance of the goods, hidden defects must be claimed immediately after their discovery, but maximally within 3 months after delivery date.
5. Transfer of risksAll risk shall be passed to the purchaser as soon as the goods leave the factory of the supplier or are made available to the purchaser. If the insurance is covered by the supplier, the coverage only applies until the goods reach the lorry at the unloading site. The risk of unloading will be transferred to the recipient party.
6. Property rights of third partiesIf the delivery is carried out according to drawings or other indications of the purchaser and if the property rights of third parties are violated therewith, the purchaser will exempt the supplier from all claims.
7. Delivery and acceptance termsThe delivery terms apply for the delivery time ex works. The dates for deliveries are approximate only. The delivery terms will be extended adequately if the purchaser fails to adhere to his/her obligations or his/her obligation to cooperate or if the delivery is displayed by unforeseen and excusable or extraordinary events in the factory of the supplier, in one of his/her suppliers or in a transport company; this shall also apply if the purchaser claims technical amendments or additions after the contract conclusion. The delivery of the technical documentation will be carried out within 4 working days after the delivery of the plant. If the intended delivey date is exceeded by more than 2 weeks, the purchaser can set an adequate period of grace and withdraw from the contract after its expiry. If the purchaser can prove that he/she has suffered a loss because of the default by the supplier, he/she shall be entitled, to the exclusion of any further claims, to claim compensation for the default, which shall amount to 0.5% but not more than 3% for every full week of the delay of the value of that delivered part or of other services (e.g. assembly), which cannot be used in time and according to the contract because of the delay. Other claims for damages by the purchaser are excluded in all other cases of delayed delivery or services even after the expiry of the period of grace. This does not apply in cases of mandatory liability for treachery or gross negligence.
8. Credit basisA precondition of the obligation to deliver is the credit worthiness of the purchaser. If the supplier receives information after the contract conclusion, that the credit cannot be granted up to the amount of order or that there are any doubts in this respect, i.e. considerable worsening of the purchaser’s financial situation or if the purchaser has not paid due invoices despite reminders and the setting of an adequate grace period, the supplier has the right to demand payment in advance or some guarantee or cash payment although other terms of payment had been agreed and to withdraw from the contract after the expiry of an adequate period or to claim for damages because of non-performance.
9. Reservation of proprietary rightsa) All delivered goods remain the property of the manufacturer (goods subject to the reservation of ownership) until the satisfaction of claims, including accruing and conditional claims from the business relation with the company, for whatever legal reason, in particular from contracts signed simultaneously or at a later date. This also applies if payments, provided with an amortization determination, have/had been settled for specified claims. In case of payment by bill of exchange or check or by check/bill of exchange procedures, the reservation of proprietary rights of the manufacturer remains until the encashment of all checks or bills of exchange (also possible renewal of bills of exchange).
b) In case the customer processes or mixes the goods subject to reservation with other goods, the supplier shall be entitled to co-ownership in the new goods in relation to the invoice value of the goods subject to reservation compared to the invoice value of the other used goods. If, by such combining or mixing, the supplier’s ownership expires, the purchaser will herewith transfer now the proprietary rights to the supplier on the new stock or goods in proportion to invoiced price of the goods subject to reservation and will keep them safe free of charge. The respective arising co-ownership rights shall be considered as goods subject to reservation according to item a).
c) In the event of resale of the goods subject to reservation, the customer already assigns the thereby resulting purchase price claims with all their ancillary rights and security interests to the company; the company accepts this assignment. Notwithstanding this assignment, the customer is entitled to collect the claims as long as he/she meets his/her obligations against the company and does not come into deterioration of assets. The authorisation to collect lapses at the latest in the event of an application for insolvency relating to the assets of the customer or in the event of the initiation of similar proceedings abroad.
d) At the customer’s request, the customer shall provide us with the information required to enforce any claims assigned to us, hand over all documents relating to these claims and inform the respective debtors of the assignment. In the event of a conduct of the customer that is not in conformity with the contract, especially in the event of a delay in payment, the company is entitled to take back the goods and the customer is obliged to hand them over.
e) In the event of levies of execution as well as seizures or any other rights of disposal by third parties, the customer shall inform the company thereof without delay.
f) If the value of the granted and realisable security provided for the company exceeds the total amount of the company’s claims to be secured by more than 20%, then the company is obliged to release the security in this respect to the customer. The company is entitled to select the securities to be released. The assertion of the reservation of proprietary rights and the possible levy of execution of the delivery products by the company do not imply the cancellation of the contract.