Terms of service

 

 

Validity of the conditions

The following sales and delivery conditions are part of all purchase, work, or work delivery contracts or similar legal transactions concluded by us with buyers. They apply only to transactions concluded with an entrepreneur, a legal entity under public law, or a special fund under public law; these General Terms and Conditions do not apply to legal transactions with consumers.

Deviating provisions of the buyer have no validity unless they have been acknowledged by us in writing. The following conditions also apply if deliveries or services are carried out unconditionally despite knowledge of conflicting or deviating conditions of the buyer. In ongoing business relationships, these conditions also apply to future transactions where they are not explicitly referenced.

These conditions also apply to framework, ongoing delivery, call-off, and successive delivery contracts as well as similar continuing obligations.

Offer and conclusion of contract

Our offers are non-binding and without obligation. An obligation to deliver arises only through acceptance of the individual order and only for that order. This also applies in particular to framework, successive delivery, and call-off contracts, unless otherwise expressly agreed.

The prices offered apply for delivery ex works, unless otherwise specified in the order confirmation, in predetermined packaging. Declarations of acceptance and all orders require the legal effectiveness of our written confirmation. The same applies to additions, modifications, or side agreements.

Written form

The cancellation or modification of these General Terms and Conditions must, if applicable, be made in writing. Side agreements, especially promises, guarantees, and other declarations regarding the nature and usability of the goods to be delivered, also require written form. The same applies to information about execution, dimensions, etc.

Delivery

The buyer must specify at the conclusion of the transaction whether the goods will be picked up by them or sent by us. If the buyer chooses to have the goods sent, we have the option to commission a freight forwarder, hand the goods over to a carrier, the railway company, or another transport service provider (DHL, UPS, etc.), or to carry out the transport using our own vehicle.

The risk of accidental loss and accidental deterioration passes to the buyer as soon as the goods leave our premises.

If the buyer has chosen self-collection, the mentioned risk passes to them two days after notification of readiness for shipment is sent. The same applies if shipment is delayed due to circumstances for which the buyer is responsible. Except in the case of self-collection, we have the right to choose suitable packaging. Delivery with our truck will be charged at usual freight rates.

At the buyer's request and expense, the goods will be insured by us against theft, breakage, transport, fire, and water damage as well as other insurable risks.

Delivery time

If no delivery deadline is agreed, we are obliged to manufacture and deliver immediately after order confirmation, taking into account all industry-standard and company-specific conditions (stock quantities, machine utilization, seasonal influences, personnel and energy use).

Partial deliveries are permitted unless the buyer has no interest in partial performance; partial deliveries are also permitted in successive delivery contracts.

For call-off orders, we are entitled to charge goods that are not called off in accordance with the contract as delivered after setting and expiry of a reasonable grace period.

If a delivery deadline is agreed, we strive to meet it. However, this deadline is non-binding due to the risks and characteristics of production, unless expressly agreed otherwise. Our contractual obligations are subject to our own correct and timely supply by our suppliers.

An agreed delivery deadline does not begin before the buyer has fulfilled their obligations and advance performance duties, in particular not before receiving the necessary clarifications regarding the order and not before providing any documents, permits, approvals, raw materials, and/or packaging materials to be procured by the buyer, as well as not before receipt of agreed letters of credit, guarantees, and/or down payments.

The agreed delivery deadline is met if, by its expiry, the delivery item has left our factory or warehouse or a contracted supplier's factory, or - in the case of self-collection by the buyer - the readiness for shipment has been communicated.

The agreed delivery period is reasonably extended in the event of labor disputes, especially strikes and lockouts, as well as unforeseen obstacles beyond our control and/or influence (e.g., difficulties in material procurement, other supply shortages, lack of transport means, official interventions, provided such obstacles do not affect only us) and insofar as such obstacles demonstrably have more than a minor impact on the completion or delivery of the delivery item. The aforementioned circumstances are also not our responsibility if they occur during an already existing delay. We will inform the buyer immediately in important cases about the start and end of such obstacles.

If the buyer suffers damage due to a delay caused by our fault, they are entitled, excluding further claims, to demand compensation for delay. This amounts to 0.5% for each full week of delay, but no more than 5% of the value of the part of the total delivery that cannot be used on time or according to the contract due to the delay. This limitation does not apply in cases of intent or gross negligence.

If shipment is delayed at the buyer’s request, starting one month after notification of readiness for shipment, the buyer will be charged storage costs incurred, at least 1% of the invoice amount, for each month.

Guaräperformance

Delivered goods must be accepted by the buyer even if they have defects, without prejudice to the buyer’s rights.

Design or shape changes, deviations in color tone, and changes in the scope of delivery are reserved during the delivery period, provided the purchased item is not significantly changed and the change is reasonable for the buyer. Information in descriptions valid at the time of contract conclusion regarding scope of delivery, appearance, performance, dimensions, and weights, etc., of the purchased item are part of the contract; they are to be considered approximate and do not represent guaranteed characteristics.

Quality, dimensions, equipment, and presentation are determined, unless otherwise agreed, according to the DIN/EN standards or material sheets valid at the time of contract conclusion, or in the absence of these, according to commercial practice.

Complaints about defects must be made in writing immediately, at the latest within 8 working days, unless the law prescribes a shorter period. Defects that cannot be discovered within the 8 working day period even with careful inspection must be reported immediately after discovery, with any processing stopped immediately.

For goods that prove defective within 12 months of delivery due to a circumstance existing before delivery, subsequent performance will be carried out at our discretion.

The deadline set for us to fulfill the subsequent performance must be at least 10 working days. We have the right to make two attempts at subsequent performance. If the second attempt fails or if replacement delivery is not possible or unreasonable, the buyer may reduce the purchase price or withdraw from the contract, unless otherwise arises from the nature of the item or defect or other circumstances. Compensation cannot be claimed unless we are guilty of intent or gross negligence. Replaced goods become our property. We bear the costs of subsequent performance including transport if and as soon as the complaint proves justified. Claims are excluded to the extent that they have increased because the goods were moved to a location other than the place of performance. 

If the buyer does not immediately give us the opportunity to verify the defect, in particular if, upon request and after a reasonable grace period, the buyer does not provide the complained goods or samples thereof, all rights due to the defect shall lapse.

We are liable for replacement or subsequent deliveries and repair work to the same extent as for the original delivery item. The warranty period restarts for replacement or subsequent deliveries.

We are not liable for errors resulting from documents submitted by the buyer (drawings, samples, etc.).

We are entitled to refuse to remedy defects as long as the buyer does not fulfill their obligations.

Defects in part of the goods do not entitle the buyer to reject the entire shipment. Returns of goods may only be made with our consent.

Payment, payment default

Unless otherwise agreed in writing, invoices are payable within 14 days net from the invoice date.

In case of default, interest will be charged at 8 (eight) percentage points above the base interest rate (§ 247 BGB). Both the buyer and we are free to prove that the damage caused by the delay is lower or higher.

A payment is only considered timely if we have the equivalent amount credited to our bank account on the due date. All payments must be made free of charge.

In the event that payments are not made on time, all our claims become due regardless of any granted deadlines.

In such cases, we are entitled to demand securities and/or to execute outstanding deliveries only against advance payment or security and/or only against cash on delivery and/or to revoke the authorization to resell the goods in the ordinary and proper course of business and to collect the purchase price claims. We are also entitled in such cases to reclaim the goods after a reasonable grace period and to prohibit the resale and further processing of delivered goods. These rights also apply if reasons become known that give rise to justified doubts about the buyer's continued proper payment. Exercising the aforementioned rights does not release the buyer from their obligations under the parts of the contract already fulfilled by us. The provisions of the Insolvency Code remain unaffected by the above regulations.

Offsetting, withholdingüretention of title

Withholding payments or offsetting against any counterclaims of the buyer is only permitted if the buyer's counterclaims have been legally established or are undisputed by us.

Retention of title

The goods remain our property until full payment of all claims, including future claims, has been made. The buyer is entitled to process and sell the goods subject to the following provisions:

To the extent that the goods are further processed or transformed by the buyer, we are considered the manufacturer within the meaning of § 950 BGB and acquire ownership of the intermediate or final products. The buyer acts only as custodian. 

If the reserved goods are inseparably connected or mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods relative to the other items.

The goods may only be sold in the ordinary and proper course of business and only if claims from resale have not been assigned to third parties beforehand. The claims to which the buyer is entitled from the resale are considered assigned to us upon conclusion of the purchase contract, even if our goods are combined or processed with other items. In this case, the assigned claims serve as security for us only up to the value of the reserved goods sold. We will not collect the assigned claims as long as the buyer meets their payment obligations. However, the buyer is obliged to provide us with the details of the third-party debtors upon request and to notify them of the assignment. The buyer is entitled to collect the claims themselves as long as we do not issue instructions. Amounts collected must be immediately transferred to us as soon as our claims are due.

Pledging or security transfer of the reserved goods or the assigned claims is not permitted. The buyer must immediately inform us of any third-party access to the goods delivered under retention of title or to the assigned claims. We undertake to release the assigned claims at our discretion insofar as they exceed our secured claims by more than 10% and originate from fully paid deliveries.

If, in sales abroad, the agreed retention of title is not permissible with the same effect as under German law, the goods remain our property until all our claims arising from the contractual relationship created by the sale of the goods have been paid.

If this retention of title is not permissible with the same effect as under German law but it is allowed to reserve other rights to the goods, we are authorized to exercise all these rights. The buyer is obliged to cooperate in measures we take to protect our ownership rights or, in place of these, other rights to the goods.

The buyer is obliged to insure the delivery item against theft, breakage, fire, water, and other damages. In case of breach of contract by the buyer, especially if they do not make net payments within thirty days from the invoice date, we are entitled to take back the goods and the buyer is obliged to surrender them.

ServiceüPlace of performance and jurisdiction, applicable law 

The place of performance and jurisdiction for all claims is the Local Court of Simmern or the Regional Court of Bad Kreuznach. If applicable, we are entitled to sue at the buyer's place of jurisdiction. German law shall apply exclusively. The application of the International Sales Law (CISG) is excluded.

General

We are entitled to process and use the personal data of the business partner arising from the contractual relationship - insofar as legally required or necessary to maintain our business relationship - whereby the Federal Data Protection Act is duly observed for personal data. The buyer waives separate notification upon the initial storage of data concerning their person.

If any provision of our General Terms and Conditions of Sale, Delivery, and Payment is invalid, the legal validity of the remaining provisions shall remain unaffected.