1. Placing of a purchase order
A purchase order is only valid, when we have confirmed it in writing. Supplements, changes or verbal special agreements as well as telephonic, fax, e-mail or verbal purchase orders require our written confirmation to be effective. Purchase orders, once submitted, shall be irrevocable. We reserve ownership rights and copyright to illustrations, drawings, sketches and other documents: they may not be made availbale to others without our permission and shall be returned without delay on demand. We are not obligated to the ordering party, to check, if any rights of third persons have been infringed through tendering, based on submitted workshop drawings. Should we nevertheless become liable, the ordering party should hold us safe and harmless in the event of legal claims.
2. Extent of obligation to deliver
Dimensions, weight, illustrations and drawings are only binding for fulfilment, if they are expressly confirmed in writing. Gross weights and box sizes are listed to the best of our knowledge, but without guarantee. In case, customized tools are ordered, the quantity ordered may fall short or be exceeded by approx. 10%, but at least by 2 pieces. The quantity delivered is charged.
Prices are understood to be ex works, packing not included. If guiding prices are mentioned, they may be exeeded or reduced by up to 20%. For domestic trade only: VAT in the appropriate legal amount is added to the price.
4. Payment conditions
If there is no other agreement in our written confirmation, payments shall be made within 30 days after date of invoice without deductions of any kind, even with partial deliveries.
5. Delivery time
Delivery period begins as soon as all technical details are clarified and both parties are in agreement of all business conditions and is in reference to the production at the factory. Compliance is based on the condition, that the customer adheres to contractual obligations, in particular to the agreed payment conditions. If we are prevented from fulfilling our abligations due to the occurance of unforeseen circumstances, which we are not able to prevent, despite reasonable care given to the circumstances of the case -both in the factorry as well as with sub-contractors- e.g. equipment failure, defective items, delays in delivery of important raw-materials, the delivery schedule shall be extended by a reasonable period, if delivery and performance has not become impossible. If, due to the above mentioned circumstances , delivery and performance becomes impossible, we shall be released from the obligation to deliver. This also applies, if the events occur during a delay in delivery. The same provisions apply, if official or other permits required by third parties for the execution of deliveries are not received in time, or, if documents or customer specifications required for the implementation of delivery do not arrive on time or if changes are subsequently made to the order.
In the event of strikes and lockouts , the delivery period can also be extended – if delivery or performance is not made impossible – by a reasonable amount of time. If delivery or performance becomes impossible, we are released from the obligation to deliver. If, in the above stated circumstances, the delivery period is extended or, if we are released from the obligation to deliver, possible customer claims for damages and right of rescision derived from this situation are inapplicable. If the aforesaid circumstances should effect the customer, the same legal consequences shall also apply to the customer’s obligation to take delivery. Partial deliveries are permitted at the customers expenses. If delivery is delayed on customer’s request, the supplier shall have the right to dispose of the item on order at his discretion after the expiration of any pre-established, reasonable deadline and to provide delivery to the customer after an appropriately extended period of time.
Shipment shall take place at the customer’s risk. We shall replace goods that are lost or damaged during shipment only on the basis of a new invoiced order at the price currently valid. When expressly requested to by the customer, we shall order assurance against damage during shipment at the customer’s expense, using our best jedgement. We recommend to the customer, to obtain insurance against damage or loss in transit. If shipment is delayed due to circumstances that the customer is responsible for, the risk as of the day of our readiness to deliver is transfered to the customer. The supplier, however, is obligated, upon request and by the customer at his expense, to obtain the insurance requested by the customer. We shall use our best judgement for packing and shipment, but cannot be held liable.
7. Proprietary rights
Until complete settlement of our claims, we expressly reserve ownership rights to the supplied goods until the purchase prices have been paid in full, including interests and the cost of possible law suits, in ordinary reservation of title, current account reservation and extended reservation of title. In the event, we also expressly reserve ownership as long as there is a balance in the open account relationship in our favour. The following conditions apply in the event of the resale of items deliverd by us:
7.1. We reserve ownership to the delivered items until receipt of all payments resulting from the delivery contract.
7.2. In the event of resale, our customers are obligated
a) on their own behalf, to reserve legal reservation of ownership in ordinary, reservation of title, current account and extended reservation of title in respect to their customers.
b) The claim with respect to a) shall be considered relinquished to us via our customers, even if the customer has altered or used the goods supplied.
Upon our request, our customers are obligated to provide with a corresponding declaration of assignment in the amount of our claim against our customer.
7.3. When the customer receives the subject claim, they are obligated to settle the claim immediately from the received payments , whereby the following allies:
a) assignments of claims to third parties, in so far as they originate from supplies of goods acquired by us, are precluded, especially for the purpose of procuring a loan.
b) in the event, our customers or their purchasers terminate payments prior to settlement of our demand for payment, we are entitled to the rights of recovery or assignment of claims in consideration pursuant § 46 of bankruptcy act.
c) should our customers get themselves into payment difficulties or be at the risk of having to terminate payments, they are obligated to return our goods on their own accord. Attachments or other adverse actions regarding our property by third parties shall be reported immediately.
7.4. When those items, which have been supplied by us, are sold against cash by the customer, the customer is obligated to compensate us for our claim on the day of receipt of the countervalue by their customer. Our customers shall act as a trustee for the funds they receive from the resale of our goods as long as a balance to our favour exists.
In the event, our goods become an integral part of a principal claim in connection with other parties, it is considered agreed, that co-ownership shall be proportionately transferred to us persuant to §947 para 1 BGB and that the purchaser shall take the items into safekeeping for us. The assertion of proprietary rights as well as any attachment of our supplied items by us shall not be considered a withdrawal from the contract.
8. Liability of defects
Defective tools shall be replaced free of charge within the legal period of limitation. If tools have been manufactured according to customer’s drawings, we shall be liable only to the execution in accordance with those drawings. No liability is assumed for tools, that wear out prematurely due to natural wear and tear, faulty or careless treatment, exessive stress or inappropriate operating material.
With respect to tools sent in for manufacture, reconditioning or alteration, including those, which originate in our workshops, we shall be not held liable for their behaviour during processing or hardening. If those materials become defective during processing, we shall be recompensed for a corresponding part.
Other claims of any kind by our customers, in particular those with respect to conversion, diminution or claims for damages, are expressly excluded. In the event of unjustified notices of defects, which cause intensive checking, the costs of those tests can be invoiced. Other claims by customers, in particular claims for compensatory damages, which did not arise at the delivered item itself, are expressly excluded.
The exclusion of liability does not apply to wilful or gross neglegence on the part of the owners and their senior employees, or in those cases, where the product liability law covers liability for defects at the supplied item regarding personal or property damage. It also does not apply for missing characteristics , that are expressly promised, if the promise had the specific purpose of protecting the customer against damages, that did not result from the supplied item itself.
9. Conflicting purchase conditions
Delivery conditions of customers, which conflict with these above mentioned conditions, are not binding on us, even if they are taken as the basis for the order by the customer and we have not expressly objected to its content.
10. Legal validity of the contract
The contract shall be binding despite the invalidity of individual points of these conditions. The interpretation of every contract is exclusively based on German laws.
Sole place of jurisdiction are Gütersloh. We expressly call attention to the above mentioned Terms of Sale in its entirety.