GENERAL TERMS OF
PAYMENT AND DELIVERY
1. General information
1.1 Our general terms of payment and delivery are of exclusive validity. We
do not recognise any opposing terms of payment and delivery, or terms deviating
from our general terms of payment and delivery especially the validity
of purchasing terms of the buyer, unless we expressly agreed to the validity
of such terms in writing. Our general terms of payment and delivery also apply,
if we perform delivery to the buyer without reservation in knowledge of opposing
terms or terms of the buyer deviating from our general terms of payment and
1.2 Our offers are not binding; orders are only binding for us, if we confirm
them or perform them by sending the goods; any verbal collateral agreements
are only binding for us, if we confirm them in writing.
1.3 Industrial property rights of third parties must be observed when the
delivered goods are used.
1.4 The goods are subject to technical modifications.
1.5 Samples are delivered against invoicing.
1.6 We reserve title and copyright of the documents, catalogues, pictures,
price lists, and packings provided by us. Without our approval these must not
be made accessible to other persons and must be immediately returned upon request.
1.7 The packing units shown in the catalogue or in the price list are minimum
purchasing quantities. Orders are only possible in full packing units.
1.8 After deduction of discounts the minimum net order value must reach _
100.--. For smaller amounts a processing fee of € 10.-- will be charged
2.1 The start of the delivery time stated by us requires that all the technical
questions have been clarified. Furthermore the observance of our delivery obligation
presupposes that the buyer has fulfilled his obligation properly and in due
time. We reserve the right to plea for non-performance of the contract. Our
delivery obligation will be suspended as long as the buyer is in default with
If the buyer gets in default of acceptance, or violates other cooperation obligations,
we have the right to demand compensation of the resulting damage inclusive of
possible additional expenses.
We reserve any additional claims.
In case of default of acceptance of the buyer, or in case of violation of other
cooperation obligations of the buyer, the risk of incidental destruction or
of incidental deterioration of the object of purchase passes to the buyer at
the moment he gets in default of acceptance or debtor's delay.
2.2 In case of culpable failure to keep the delivery date there will only
be a default in delivery after an extended time period of at least 2 weeks has
2.3 The delivery time starts when the order confirmation is sent, but not
before all the documents, approvals, and declarations to be provided by the
buyer have been furnished, and not before receipt of a payment in advance
owed by the buyer in accordance with section 5.2, or of a prepayment agreed
with the buyer.
2.4 Any deviations from the delivery note (shipping note) or from the invoice
must be reported to us in writing immediately after receipt of the goods, or
on the following working day, at the latest.
2.5 Export deliveries will be made FOB German port or free
German border, depending on the respective special agreement.
2.6 In the absence of deviating agreements our deliveries are ex works, without
packing. Starting from a net goods value of € 250.-- deliveries within
the Federal Republic of Germany are free to destination and packing free.
3.1 Invoicing is always based on the prices valid on the day of delivery.
If these are higher than at the time of contract conclusion, the customer has
the right to terminate the contract within 14 days after notification of the
price increase, unless delivery has already been performed.
3.2 All the prices are without value-added tax.
4. Force majeure
Cases of force majeure, which are circumstances
and incidents that cannot be prevented with the diligence of proper company
management, will suspend the contract obligations of the parties for the duration
of such a disturbance and to the extent of its effect. If the delays resulting
therefrom exceed a period of six weeks, both contracting parties have the right
to terminate the contract with respect to the affected scope of performance.
There are no other claims.
5.1 Our invoices are due without discount within thirty days after the invoice
date and are payable net cash. If payment is made within 10 days after the invoice
date, a discount of 2% from the invoice amount is permissible. All payments
must be made in Euro.
5.2 Deliveries to unknown buyers will only be made against payment in
advance or against cash on delivery.
5.3 Payment by way of bill of exchange requires our approval. Bill charges
and expenses, and the risk of presentation in time and of protesting is fully
borne by the buyer.
5.4 If the period allowed for payment is exceeded, interests in the amount
of normal banking practice debit interest, at least 5% above the base interest
rate, will be charged, with the reservation of asserting further damages.
5.5 In case of default of payment and reasonable doubt in the solvency or
creditworthiness of the buyer we are entitled, without prejudice to our other
rights, to demand securities or prepayments for open deliveries, and to immediately
call due all the claims from the business connection.
5.6 Only undisputed and legally established claims give the buyer the right
of offsetting or retention.
6.1 Loading and dispatch are performed without insurance at the risk of the
recipient. Upon request of the buyer of the goods we will effect transport insurance
coverage, the arising costs of which will be borne by the buyer.
6.2 With respect to the method of transport and the shipping route we will
try to take into consideration any wishes and interests of the buyer; any additional
costs resulting from this, even in case of agreed carriage-free delivery, will
be borne by the buyer.
7.1 All the information about the suitability, workmanship, and application
of our products, technical consultation, and any other information, is provided
to the best of our knowledge. This does not, however, release the buyer from
the duty to perform his own tests and examinations. Immediately upon receipt
the buyer must examine the delivered goods for possible incorrect quantities,
incorrect deliveries, and defects. Any complaints for incomplete or incorrect
deliveries, or externally visible defects must be immediately
notified to us in writing. If the buyer fails to perform such examination or
to notify such defects in due time, the delivered goods are considered to be
approved, except if the defect was not recognisable during examination. Any
hidden defects, or the absence of warranted qualities, must be notified to us
in writing immediately upon their detection; otherwise the goods will be considered
to be approved also with respect to these defects. The notification of defects
must always be made in writing, and the respective defect must be exactly described.
In all other respects, §§ 377 f HGB [German commercial code] apply
7.2 Warranty and damage claims expire by limitation after one year upon delivery
of the goods.
7.3 With reservation as to the following regulations, we are not liable
no matter for what legal reason for the slightly negligent violation
of duties by us, our legal representatives or vicarious agents. In case of a
slightly negligent violation of cardinal obligations the amount of our liability
is limited to the typical foreseeable damage. We are not liable for slightly
negligently caused violations of obligations, such as delay or impossibility,
or for slightly negligently caused violations of protection obligations.
7.4 The above exclusions and limitations of liability do not apply to cases
of fault-independent liability, especially according to the product liability
law, in case of physical injuries, health damage or loss of life caused by fault.
8. Retention of title
8.1 We reserve title to the delivered goods until receipt of all payments
from the business relation with the customer. In case of contract-violating
behaviour of the buyer, especially in case of default in payment, we have the
right to take back the object of purchase. Our taking back of the object of
purchase does not constitute a revocation of the contract, unless we expressly
declared so in writing. Our seizure of the object of purchase always constitutes
a revocation of the contract. After taking back the object of purchase we are
entitled to its realisation, the realisation proceeds must be set off against
the debts of the buyer, with an appropriate deduction for realisation costs.
8.2 The buyer is obliged to treat the object of purchase with due care, and
to sufficiently insure the object of purchase at reinstatement value against
damage due to fire, water, and theft.
8.3 In case of seizure or of other action taken by third parties the buyer
must immediately inform us by way of a registered letter with acknowledgement
of receipt, so that we can institute legal proceedings according to § 771
ZPO [German code of civil procedure]. If the third party is not able to reimburse
to us our judicial and extrajudicial costs of proceedings according to §
771 ZPO, the buyer will be liable for the loss we suffered.
8.4 The buyer has the right to resell the object of purchase in the ordinary
course of business. The buyer, however, already now assigns to us all the claims
in the amount of the invoice (total amount including value-added tax) of our
claim that arise for him against his customers or third parties from reselling,
irrespective of whether the object of purchase has been resold without or after
processing. The buyer is authorised to collect our claim for our account until
revocation or suspension of his payments to us. This does not affect our right
to collect the claim ourselves. We undertake, however, not to collect the claim,
as long as the buyer meets his payment obligations from the earned proceeds,
does not get into default in payment, and especially as long as no petition
in bankruptcy, composition, or insolvency is filed, or as long as there is no
suspension of payments. If this should happen, however, we have the right to
demand that the buyer informs us about the assigned claims and their debtors,
provides all the information necessary for collection, hands over the appertaining
documents, and informs the debtors (third parties) about the assignment.
The buyer also does not have the right to assign the claims against third parties
arising from reselling for the purpose of claim collection by way of factoring,
unless this at the same time constitutes the obligation of the factor to perform
consideration in the amount of our claim share directly to us as long as there
still are claims of us against the buyer.
8.5 Processing and reshaping of the object of purchase by the buyer is always
performed for us. If the object of purchase is processed with other objects
that do not belong to us, we acquire co-ownership in the new object in the ratio
of the value of the object of purchase (total invoice amount including value-added
tax) to the other processed objects at the time of processing. For the object
created by way of processing the same applies as for the object of purchase
delivered with reservation.
8.6 If the object of purchase is inseparably mixed with other objects that
do not belong to us, we acquire co-ownership in the new object in the ratio
of the value of the object of purchase (total invoice amount including value-added
tax) to the other mixed objects at the time of mixing. If mixing is performed
in such a way that the object of the buyer must be considered as the main object,
it is hereby agreed that the buyer transfers to us proportionate co-ownership.
The buyer will hold the sole ownership or co-ownership created thereby in custody
8.7 Upon request of the buyer we undertake to release the securities we are
entitled to insofar as the realisable value of our securities exceeds the claims
to be secured by more than 10%. The selection of the securities to be released
will be our choice.
8.8 The customer is obliged to immediately inform us about any change of his
place of domicile and, if there is no domicile, of his place of residence, as
long as there still are open claims for delivered goods.
9. Place of performance and jurisdiction
The place of performance for delivery
and payment is the business establishment of our company in Thyrnau near Passau.
If the buyer is a general merchant, the place of jurisdiction for any disputes
arising from the contractual relationship is Passau or, at our choice, his place
of general jurisdiction. The same applies, if the customer does not have a place
of general jurisdiction in Germany.
10. Applicable law
The substantive law of the Federal Republic
of Germany is applicable. The UN agreement concerning contracts covering the
international purchase of goods is not applied.
11. Safeguarding clause
If individual conditions of these general
terms of payment and delivery should be or become ineffective, this does not
affect the validity of the remaining conditions. The contracting parties have
the obligation to agree upon a new condition that comes as close as possible
to the purpose pursued with the void condition.