AGB

General sales, delivery and payment conditions

I Scope

1. These conditions apply to any business transactions with our customers, even if not specified in subsequent contracts. These conditions also apply, if buyers refer to their own general terms and conditions. Any acceptance of such general terms and conditions is subject to an express agreement in writing.

2. All additional agreements must be confirmed in writing. Oral additional agreements or covenants are only valid if confirmed in writing. Subsequent amendments to any agreements are equally subject to a written confirmation.

 

II Orders/Offers

1. Our offers are subject to change. Orders are considered as accepted only if confirmed in writing by us.

2. The acceptance, performance and delivery of an order with regards to third-party patents and design rights are made upon the buyer’s risk. The buyer represents and guarantees that using the provided drawings, samples and the like does not infringe any third-party rights.

 

III Prices

1. All prices are indicated in Euro net of applicable value added tax (VAT).

 

IV Payment terms

1. Invoice amounts must generally be paid within the agreed payment term as from the invoice amounts. Cash discount deductions by the buyer require a separate agreement.

2. Invoice amounts for repairs, modifications and maintenance works are payable without deduction as from the invoice date.

3. Payments must me made by bank transfer.

4. Exceeding the payment term or late payments are subject to default interest at a rate of 2 % above the applicable discount rate; however at least 9 %. The assertion of further late payment damages is reserved.

5. If circumstances regarding the buyer become known that call the buyer’s creditworthiness into question or if the buyer gets in arrears with his payments for a period of more than 10 days, the complete payment claim falls due immediately even if terms of payment have been consented to the buyer.

 

V Delivery Conditions/Delivery Terms

1. Unless otherwise agreed, deliveries are made “ex works Weilheim, packing exclu – ded” (Incoterms 2000).

2. All delivery dates are approximations and excluding any damage claims are noncommittal for us. The payment conditions under IV apply.

3. The time of dispatch ex-works or ex-warehouse is decisive for the fulfilment of delivery terms.

4. In case of a force majeure event, we are entitled to extend the delivery term by the period of impairment and an appropriate lead time. Events of force majeure include foreign exchange- and trade-political or other governmental acts, strikes, lockouts, business interruptions not caused by us (e.g. fire, machine damages, raw material or power shortages etc.), traffic impairments, delays in import/ customs handling as well as any other events not caused by us that have a significant impact on the delivery or prevent the latter, regardless of whether these events occur at our site, the delivery site or a pre-supplier. If the performance of the agreement becomes unacceptable for one of the parties thereto or the performance of a an agreement is delayed for a period exceeding 6 month due to any of the events mentioned above, such party is entitled to cancel the agreement.

 

VI Retention of Title

1. The goods delivered remain our property up to their complete payment.

2. In case of a resale of goods that are subject to a retention of title, the buyer assigns his claims towards the purchaser up to the respective remaining claims to us.

3. The buyer is obligated to inform us immediately about any garnishment or other impairment by third parties. The buyer agrees to bear any costs related to a repeal of the access or the return transport of the goods that are subject to a retention of title unless such costs are reimbursed by third parties.

 

VII Shipping, Transfer of Risk, Packaging

1. The buyer defines the shipping type in case of DDP deliveries.

2. In case of ex-works deliveries, the seller’s obligations are limited to the provision of the goods at his plant.

3. Goods are shipped with standard packaging. We do not assume any liability for the buyer’s costs arising from the return transport or own disposal of the packaging.

 

VIII Call Orders

1. The maximum term of a call/delivery plan order is 9 months. If the order volume is not being consigned during this period, we reserve the right to deliver and invoice the goods.

 

IX Defects liability

1. The buyer is obligated to check the delivered goods for compliance to the order immediately upon receipt. Any defects of the supplied goods must be notified immediately in writing; otherwise such goods shall be deemed as accepted after expiry of a period of 8 days. The legal prescriptions according to § 377 HGB (Commercial Code) apply.

2. In case of a justified due notice of a defect, we are entitled upon our sole discretion to remove the defect or to replace the defective goods. In case of a failure or rejection to remedy, the buyer is entitled to reduce the purchase price or to cancel the agreement after specification and ineffective expiry of a remedial period. In case of a negligible defect, the buyer is only entitled to reduction.

3. If the buyer fails to immediately enable us to verify the defect and in particular does not make the good subject to a damage claim available immediately upon request, all entitlements related to the defect shall extinct.

4. We do not assume the costs of the dismounting and assembly of the defective goods as well as the buyer’s costs related to his own removal of the defect, unless the corresponding legal requirements are met.

5. Unless otherwise agreed, contractual claims against us, to which the buyer is entitled due to or in relation with the supply of the goods, prescribe one year after the delivery date.

6. Further damage claims are excluded to the extent as permitted by law.

 

X Property and Copyrights

1. We reserve the rights and in particular any copyrights, property rights and administration rights for all supplied goods, catalogues, brochures, illustrations, drawings and other documents.

 

XI Place of Performance and Jurisdiction

1. The place of performance is Weilheim.

2. The competent place of jurisdiction for any claims arising from the business relationship is our registered office. The legal relationship to our business partners is subject to German law with the exclusion of any other law.

 

XII Miscellaneous

1. Buyers outside of EU member states that do not provide a fiscally required certificate of exportation, are subject to the applicable VAT rate.

2. In case of deliveries from the Federal Republic of Germany into other EU member states, the buyer must notify his VAT identification number prior to the delivery. Otherwise the buyer has to pay the legal sales tax amount due from us in addition to the agreed purchase price.

3. Should any of the terms included in these general conditions be or became invalid, the validity of the remaining terms remains unaffected.