Standard Terms and Conditions of Business – as at January 2013
1. All our deliveries, services and quotations are made exclusively subject to these standard terms and conditions of business. These standard terms and conditions are an integral component of all contracts pertaining to the deliveries of goods or services entered into by us with our contractual partners. They also apply to all future deliveries of goods or services and quotations tendered, even if they have not again been separately agreed to.
2. The contractual partner’s terms and conditions of business shall not apply, even if we do not separately object to their validity in any given instance. Even if we make reference to a document which contains or refers to the customer’s terms and conditions of business, this does not constitute any agreement with the validity of such terms and conditions
2. Quotations and orders
1. Our quotations shall be subject to confirmation and non-binding unless they have been expressly specified a binding offer.
2. The subject matter of the contract shall be determined by our written acknowledgement of order which may also be issued in the form of an invoice sent with the goods. If the recipient has any objections to the content of the acknowledgement of order sent by us, he must lodge his objection to the confirmation of order without delay. Otherwise, the contract shall come into effect in accordance with the acknowledgement of order.
3. Additions and amendments to the agreements entered into, including these standard terms and conditions of business, are only valid if made in writing.
4. Information supplied by us concerning the subject matter of the goods or services supplied (e.g. weights, dimensions, utility values, capacity, tolerances and technical specifications) as well as our depictions thereof (e.g. drawings and illustrations) are only to be regarded as approximations unless an exact correlation is required in order to ensure the usability of the goods or services for the purposes intended under the contract. They do not constitute guaranteed features but merely serve to describe or identify the goods or services concerned. Industry standard deviations and such deviations which are due to statutory requirements or technical improvements, as well as the replacement of components by comparable parts are permissible inasmuch as they are do not infringe on the usability of the goods or services for the purposes intended under the contract.
5. We retain ownership of or copyright to all quotations and estimates issued by us and of all drawings, illustrations, calculations, brochures, catalogues, models, tools and other documentation and aids made available to the contractual partner. The contractual partner is not permitted to make such items available to nor reveal them to any third party, neither as such nor in terms of their contents nor to reproduce them nor have them reproduced by a third party without our express consent. Upon demand, the contractual partner shall return such items to us in their entirety and destroy any copies that have been made, provided they are no longer needed by him for the normal course of business or if negotiations have not led to the conclusion of a contract.
Prices apply to the scope of supply of goods and services set out in the acknowledgements of order. Additional goods and services or extra items shall be charged separately. Prices are in EURO ex works plus packing and VAT at the applicable rate and in the case of export orders, subject to customs duty, fees and other public dues.
4. Setting off amounts and retention
The contractual partner may only deduct amounts by way of counterclaims or exercise a right of retention by way of such claims if the counterclaims are uncontested or have the force of law.
1. Any delivery periods or dates indicated by us for the supply of goods and/or services by us are only to be understood as approximations unless a fixed period or a firm date has been expressly promised or agreed to. If shipment has been agreed, the delivery periods and delivery dates refer to the day we hand over to the carrier, freight forwarder or other third party charged with effecting the transport.
2. We shall not be liable for any inability to supply on our part or for any delays in delivery arising from force majeure or from other events which were not foreseeable at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in obtaining materials or energy, transport delays, strikes, lawful lock-outs, shortage of staff, energy or raw materials, difficulties in procuring the necessary official approvals, official measures or the failure by subcontractors to supply correctly or at the right time) which are beyond our control. Inasmuch as such events seriously hinder our efforts to deliver the goods or services or render it impossible to do so and if such hindrance is not only of a temporary nature, then we shall be entitled to rescind the contract. In the event of temporary hindrances, the delivery period or date of delivery shall be extended or postponed by a period equal to the duration of the hindrance plus an appropriate start-up period. If and inasmuch as it is deemed as a result of the delay unreasonable for the contractual partner to accept the delivery of goods or services supplied by us, he shall be entitled to rescind the contract by immediately declaring such intention to us in writing.
3. If we are unable to deliver the goods or services on time or if it is impossible for us to deliver them at all, our liability shall be limited to compensation as set out in Section 8 of these standard terms and conditions of business.
6. Reservation of title
1. We retain ownership of all goods supplied by us until payment has been received in full in respect of all claims arising from the entire business relationship with the contractual partner. These claims shall include claims arising from cheques and bills of exchange and from current accounts. Should we incur a liability in connection with payment by bill of exchange, then our reservation of title shall only expire when our obligations arising from the bill are excluded.
2. The contractual partner shall be entitled to process or dispose of the goods by way of normal business operations until their realisation is called for. They may not be assigned nor used as security or collateral.
3. In the event of a resale, the contractual partner hereby assigns to us all rights arising from the resale, especially claims to payment, but also any other claims which are associated with the resale, in the amount of the total invoice value (incl. VAT).
4. Should we rescind the contract as a result of a breach of contract on the part of the contractual partner, in particular default of payment, then we shall be entitled to demand return of the goods covered by this reservation to title.
7. Material defects
1. The guarantee period for goods and services supplied by us is one year from the date of delivery or in the case of goods subject to acceptance, from the date of acceptance.
2. The items supplied are to be inspected carefully immediately upon delivery to the contractual partner or to any third party specified by him. They are deemed to have been approved unless we have received a written complaint within seven working days of delivery of the goods in respect of any evident or other defects which would have been discovered by an immediate careful inspection or otherwise within seven working days of the discovery of any defects or of any earlier point in time at which the defect became evident to the customer during normal use of the item supplied without closer inspection. Upon request, the item subject to complaint shall be returned to us carriage paid. In the event of a justified complaint, we shall reimburse the cost of shipping by the most inexpensive route; this shall not apply if the costs are higher as a result of goods being at any other place than the place of their proper use.
3. In the event of material defects in the goods supplied by us, we shall in the first instance be obliged and entitled at our option to rectify the defect or supply a replacement within a reasonable period of time. Should such recourse fail, i.e. if it should prove impossible or impractical to rectify or replace the goods or in the event of a refusal to do so or of an unacceptable delay in such rectification or replacement, the contractual partner shall be entitled to rescind the contract or to reduce the purchase price accordingly.
4. Should we be responsible for a defect, the contractual partner may demand compensation in accordance with the provisions set out in Section 8.
1. Our liability for damages arising from any legal basis whatsoever, in particular the impossibility to supply, delay in delivery, defective or incorrect supply, breach of contract, dereliction of duty during negotiations or tortfeasance, inasmuch as such is a matter of attributable fault, shall be limited as set out in the present Section 8.
2. We shall not be liable in the event of ordinary negligence on the part of our corporate organs, legal representatives, employees or other agents inasmuch as it is not a question of major contractual obligations. Major contractual obligations are the obligation to deliver and install the goods on time and free of major defects as well as duties of advice, protection and care with the aim of enabling the contractual partner to use the goods as intended by the contract or to protect the contractual partner’s personnel from physical harm to his property from major damage.
3. Inasmuch as we are liable for damages on the merits of a claim, such liability shall be limited to the extent that was foreseen by us upon conclusion of the contract as a possible consequence of a breach of contract or which we would have been expected to foresee in the exercise of due diligence. Indirect damages and consequent damages arising from defects in the goods supplied are only reimbursable if such damages are typically to be expected when the goods are correctly used for their proper purpose. Insofar as we provide technical information or act in an advisory capacity and such information or advice is not included as an obligation of ours within the scope of supply agreed to in the contract, this is performed free of charge and under exclusion of any liability whatsoever.
4. The limitations of the present Section 8 shall not apply to our liability in the event of wilful conduct, guaranteed quality features, injury to life, body or health or subject to product liability law.
9. Jurisdiction, place of performance and applicable law
1. The place of jurisdiction for both parties in respect of all disputes arising from the contractual relationship or pertaining to its coming into force or its validity is in the case of traders the registered place of business of our company. At our option, we may also instigate legal proceedings at the place of business of the contractual partner. Mandatory statutory provisions concerning exclusive places of jurisdiction remain unaffected by this provision.
2. The relationship between ourselves and the contractual partner shall be governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980 is not applicable.
Translation of Terms and Conditions.
In the event of any conflict or inconsistency between the English and the German versions, the German original shall prevail. Neither the Company nor the Language Professional can accept liability for any direct, indirect, special, consequential or other losses or damages arising out of erroneous translations. Owing to the nature of translations, only the German version shall be deemed authoritative.
Valid from January 2013