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§1 Section 1 General

1.1 The following conditions apply to all our quotes, sales, deliveries and services and become part of the agreement’s content. They do not apply if our contract partner is a private person and is not acting on professional or commercial grounds. They also apply for all future business dealings, even if they are not expressly agreed again.

1.2 We hereby expressly reject any variations or supplementary general terms and conditions imposed by the purchaser. These do not apply, even if the purchaser has based an order or other declaration on them.

Section 2 Offers and orders

2.1 Our quotes are not binding unless they are described as such in writing.A valid agreement only takes effect from our order confirmation or from the delivery of the goods.

2.2 Measurement details, weights, diagrams, drawings and other documents that form part of our non-binding quotes, remain our property and are not definitive. They can only become a binding part of the agreement with our express written confirmation.

Section 3 Doubt over ability to pay

3.1 If, on completion of the agreement, we become aware of circumstances that cast doubt on the purchaser's ability to pay, we can make further deliveries dependent on advance payment by the purchaser. We can set the purchaser an appropriate deadline for advance payment of the goods and withdraw from the agreement if the advance payment does not arrive on the due date; as an alternative to the advance payment, the purchaser can provide security with a bank guarantee.If we have already delivered the goods, the purchase price is immediately due in full, irrespective of agreed payment deadlines.

3.2 Doubts over the purchasers’ ability to pay are also justified if a request to initiate insolvency proceedings on their estate has been made or if they fail to make prompt payment to us or third parties.

Section 4 Prices

4.1 Our prices apply “ex works” unless a different agreement was made with the purchaser. Packaging costs are not included in the price.

4.2 The legal value-added tax is not included in our prices and is displayed separately in the invoice at the legally applicable rate on the day the invoice is issued.

4.3 If more than four months elapse between the day the contract is concluded and the day of delivery, without this being due to a delivery delay on our part, and if our valid price list has changed in this time, we are entitled to demand the price valid on the day of delivery, rather than the originally agreed price.We will send the purchaser an appropriately amended order confirmation before delivery. In this case, purchasers are entitled to withdraw their order of the goods for which the price was increased. They must declare their withdrawal in writing no later than the third working day after receipt of the amended order confirmation:

A fax or e-mail message are sufficient for this.

Section 5 Delivery time

5.1 All delivery dates given are non-binding and are considered to be approximate, unless we have expressly described them as binding. For non-binding delivery deadlines, a delivery within 5 days of the stated delivery time still counts as prompt delivery.

5.2 If, for whatever reason, we fail to meet a deadline that has been expressly agreed, the purchaser has to grant us an appropriate extension, starting from day 5. If this extension elapses without appropriate action, the purchaser is entitled to withdraw from the agreement.

5.3 If it becomes impossible or extremely difficult for us to provide a service – either temporarily or completely – due to force majeure or to other exceptional circumstances, then the agreed delivery time shall be extended by the duration of the obstacle to our service provision.The same applies to a legal deadline or one set by the purchaser for the service provision, in particular for extensions in the event of delays.

5.4 Before expiry of the delivery time or service deadline extended in accordance with paragraph 3, purchasers are neither entitled to withdraw from the agreement nor to claim compensation. If the obstacle to service provision lasts longer than 3 weeks, then both the purchaser and ourselves are entitled to withdraw, insofar as the agreement has not yet been completed. If the purchaser is contractually or legally (e.g. on account of discontinuation of interest) entitled to withdraw without setting an extension, then this right remains unaltered.

5.5 We will not accept any claims for compensation for any delay in delivery that does not arise from a deliberate act or gross negligence.

Section 6 Despatch

6.1 The purchaser is invoiced for shipping charges. Purchasers assume the risk associated with shipping the goods, even if carriage-free delivery is agreed and/or despatch takes place with our own vehicles. We are not obliged to take out transport insurance.

6.2 Insofar as there was no other express written agreement, we are entitled to make partial deliveries in reasonable amounts, which are invoiced on an individual basis.

Section 7 Payment

7.1 Our invoices must be paid in full within 30 days of the invoice date. 

7.2 Purchasers are considered to have defaulted if they fail to pay the purchase price within 10 days of the due date and receipt of the invoice or a similar payment specification, even without a reminder from us.

7.3 If purchasers default on a payment, then all payment obligations arising from their business relationship with us – including those for which bills of exchange have been given – become due immediately. In this case, we are entitled to demand interest from this time onward at the legally-specified level. We reserve the right to prove a higher compensation amount payable by the purchaser. 

7.4 Bills of exchange are only accepted after previous agreement and with bank discount capability without granting a discount. Payments by cheque/bill of exchange procedures are also only accepted on account of performance. The purchase price claim only lapses after discharge of the bill of exchange. Exchange and discount charges are calculated separately and have to be paid immediately in full.

7.5 The purchaser is only entitled to compensation, even if complaints or counterclaims have been upheld, if the counterclaims were legally established, were recognised by the seller or are undisputed. Purchasers are only authorised to exercise a right to retention of goods if their counterclaims are based on the same purchase agreement.

Section 8 Guarantee/liability

8.1 Purchasers have to check the received goods for completeness, transport damage, clear defects, condition and features. Purchasers have to submit written complaints to us about apparent defects within two weeks of the object in the agreement being delivered.

8.2 We are under no warranty obligation if purchasers fail to submit a written complaint about the apparent defect on time.If the goods have a defect that we are responsible for and the purchaser has made a written complaint on time, then we are obliged – irrespective of the purchaser's right to withdraw from the agreement or to reduce the purchase price – to rectify the problem, unless we are entitled to decline to rectify the problem based on legal provisions. Purchasers have to grant us an appropriate deadline for rectifying each defect.

8.3 Purchasers can choose to have the problem rectified by having the defect fixed or by receiving a new product. We are entitled to decline the purchaser’s chosen type of rectification if it involves disproportionate costs. During the process of rectification, a reduction in purchase price or a withdrawal from the agreement is not permissible. Rectification shall be deemed to have failed after the second unsuccessful attempt at fixing the problem. If the attempt to rectify the problem has failed or the purchaser has completely rejected the rectification, then the purchaser can demand either a reduction in the purchase price or declare withdrawal from the agreement.

8.4 Purchasers can only make compensation claims because of defects under the following conditions if rectification was unsuccessful or rectification was refused by us. The purchaser's right to claim compensation under the following conditions is unaffected by the above 

8.5 We recognise unlimited liability in accordance with legal provisions for deliberate or culpable neglect of duty as well as compensation claims arising from death, or injuries to body or health. Otherwise we are only liable if the failure to meet contractual responsibilities is clearly of significant importance in achieving the aims of the contract, and only to a limited extent, up to the amount of the typically foreseeable damage caused.

8.6 The limitation of liability in accordance with paragraph 5 applies accordingly to claims other than contractual compensation claims, in particular claims arising from impermissible actions, with the exception of claims in accordance with product liability law. It also serves to benefit our employees, co-workers, representatives and auxiliary workers.

8.7 Insofar as we have given legal warranties and/or service-life guarantees, we recognise liability as part of this guarantee. We only accept liability for compensation claims based on the lack of legal warranties or service-life guarantees, but not directly impinging upon the goods, if the risk of such damage is clearly recorded in the legal warranty and service-life guarantee.

8.8 We also accept liability for damage caused simply by negligence insofar as this affects contractual responsibilities that are of significant import (cardinal responsibilities) in achieving the aims of the contract.However, we only accept liability if the damage is typically linked with the agreement and could be predicted. Otherwise we do not accept liability simply for negligence of additional responsibilities that are not essential to the agreement. The liability limitations contained in Section 7 also apply if the liability for the seller’s legal representatives, leading employees and other auxiliary employees is affected.

8.9 Regardless of the legal nature of the claim made, any further liability is not possible. Insofar as the liability of the seller is excluded or limited, this also applies to the personal liability of its employees, co-workers, representatives and auxiliary workers.

Section 9 Reservation of title

9.1 We reserve the property rights on goods (goods subject to retention of title) up to receipt of payments from the purchase agreement. Ownership of the delivered goods is only transferred to purchasers when they have fulfilled all their liabilities from the business relationship, including additional claims, compensation claims and discharge of cheques and bills of exchange. In the case of cheque/bill of exchange procedure, the reservation of title does not lapse in all the forms listed here when the cheque is paid, but rather when the bill of exchange is discharged.

9.2 Purchasers must inform us immediately and in writing of all third party access to their property, in particular compulsory enforcement measures and other encroachments on the property.Purchasers must reimburse us for all damage and costs arising from a breach against this commitment and take appropriate measures to protect against third-party access.

9.3 If purchasers fail to meet payment commitments despite receiving a reminder from us, then we can demand the return of the goods that are still in their possession and subject to retention of title without prior notice. Purchasers are responsible for any transport costs incurred in this regard. Our repossession of the item subject to retention of title always involves a withdrawal from the agreement. We are authorised to sell goods subject to retention if we do retain them. The proceeds of sale are balanced with our bills receivable.

Section 10 Place of delivery

The place of delivery for payments is Ochtrup, the shipping point for our goods deliveries.

Section 11 Data processing

Purchasers agree that we use data about the purchaser received in the course of the business relationship to complete our business purposes, taking federal data protection law into account – in particular storing or transmitting their data to a credit institution. This on the proviso that it is in keeping with the purpose of the contract and is necessary to maintain our justified interests and there is no reason to assume the interests of the purchasers are not best served by using and, in particular, transmitting their data.

Section 12 Severability clause

Changes or amendments to the agreement or to these general terms and conditions only take effect if they are in written form. If a provision of the general delivery and payment conditions proves to be ineffective or impossible to execute, then the remaining provisions of the general delivery and payment conditions remain unaffected.

Section 13 Place of jurisdiction and applicable law

13.1 The law of the Federal Republic of Germany applies exclusively to the contractual agreement between ourselves and the purchasers, even when their place of residence or business is located abroad. Application of the standard law governing international purchasing of movables and the law governing conclusion of international purchasing agreements on movables is excluded in this instance.

13.2 Purchasers are not entitled to relinquish claims from the purchase agreement without the seller’s consent.

13.3 If the purchaser is a merchant, a member of public law judiciary or a legal entity under public law, then the place of jurisdiction for both parties – including bill of exchange and cheque disputes – is Steinfurt. However, we are also entitled to bring an action against purchasers at their general place of jurisdiction.