The following is the English version. In all cases of dispute or disagreement the original French version shall apply.
1.Validity / Offers
1.1 These general terms and conditions shall apply to all agreements (also in the future) and miscellaneous service. Terms and conditions of the purchase do not commit ourselves even if we don’t contradict expressly once again after receipt. This applies too if we deliver conditionally to the purchase under knowledge of the contrary or differing conditions of the purchase.
1.2 Our offers are without engagement. Agreements, particularly oral agreements and promises of our sales representatives will oblige only if we confirmed in writing.
1.3 Documents provided with the offer like data sheets, illustrations, references to standards as well as information in advertising media are no assurance of characteristics unless these are not expressly and written referred as ilk of that.
1.4 Discrepancies of the delivery item to offers, samples, trial and advance deliveries are admissible according to the measure of appropriate standards, guidelines resp. prescripts.
2.1. Our prices are ex our works – unless otherwise agreed – packed in standard packaging. Where appropriate value added tax will be added at the legal rate at the time of delivery.
2.2 If the delivery item will be specially packed according to the wishes of the purchase, we invoice the packaging at our cost price.
3. Payment Conditions and Accounting
3.1 Unless otherwise mentioned in the order confirmation, our invoices are payable immediately without deduction.
3.2 Payments must be effected free of costs to those accounts mentioned in the invoice.
3.3 Payments are reckoned up exclusively acc. to §366 BGB – also in case of different provision from the customer.
3.4 From us disputed or non-sentential counter claims do not authorize the customer to retention or charging.
3.5. Exceeded terms of payment – at the latest after reminder – we are authorized to charge interests at overdraft credit rates, minimum interests amounting to 5 % above the ruling bank rate of the German Federal Bank. Assertion of further damages caused by delay is excepted.
3.6 If the customer gets into delayed payment, we are authorized to take back the goods after having set an adequate period of time. Furthermore, we can prohibit the resale and further processing of the delivered item. Taking back is no rescission.
3.7. We are entitled to ask for prepayment or securities for outstanding deliveries. All these legal consequences can be averted by the customer through payment or deposit in the amount of the endangered pecuniary claim.
4. Terms of Delivery
4.1 Compliance with agreed terms of delivery shall require performance of contractual duties by the customer like all necessary permits, approvals and other commitments in due time. If this is not the case, the delivery term shall be increased for an appropriate period of time.
4.2 Delivery terms and dates are met if till the expiration the delivery item has left our plant resp. the delivery item is made ready for collection for pickup by the customer.
4.3 If the breach of an agreed term of delivery is caused by force majeure, strike, fire, machine breakdowns, unforeseen obstacles or other circumstances which are beyond our control, the term of delivery will be extended for the duration of these events. This is valid analogically for the case we resp. our sub-suppliers are in delay of delivery with the occurrence of one of these events. The customer will be informed by us immediately about such circumstances.
4.4 If the duration of performance prevention in terms of cipher 4.3 lasts more than 3 months only the customer is entitled to withdraw from the contract regarding the delivery in delay. Condition for the cancellation of the contract by the customer is that the customer sets in writing an appropriate (minimum 3 weeks)additional respite with the threat of rejection.
4.5 Claims for damages because of delay or impossibilities – also those caused till cancellation of the contract are excluded within the scope of the arrangements of cipher 7.
5. Despatch, Transfer of Risk and Acceptance
5.1 The customer is committed to pick-up the goods within 8 days after placing the goods at disposal at the agreed location. Modifications of scope of supply after placing the goods at disposal will be invoiced to the customer at cost price.
5.2 With handing over the goods to a forwarder – however at the latest with leaving the plant or the stock the risk is transferred to the customer.
5.3 If the customer gets into delay of pickup or the delivery is delayed due to other circumstances which are under control of the customer, the risk is transferred to the customer from the day of placing the goods at disposal. In this case additionally the payment date is the same date like placing the goods at disposal. Costs for storage at our warehouse or at a third party are to be borne by the customer. The assertion of an over and above claim of damage against the customer remains unaffected.
5.4 A transport insurance is only effected on especially written instruction on the account of the customer.
5.5 We are entitled to partial deliveries in a reasonable scope. For manufacturing goods over or short deliveries up to 10 % - also within the scope of packaging units and packaging of the agreed quantity are admissible.
5.6. For release orders we are entitled to manufacture the whole ordered quantity at once. Any alterations cannot be considered after placing the order, unless this was expressly agreed. Release dates and quantities can only be kept within the scope of our delivery and manufacturing possibilities – unless no fix arrangements were made.
6.1 We guarantee within the scope of following provisions that deliveries are free from faults in terms of warranty and according to agreed specifications as well as according to assured properties.
6.2 As far as a defect of the purchase item caused by us or by sub-suppliers exists, we are entitled at our own option to remedial action or replacement delivery. In case the customer does not make available the rejected goods on demand or the customer sells or uses the goods any claims of warranty are inapplicable.
6.3 Further claims are excluded according to measure cipher 5. This is valid especially for claims on replacement of damages not occurred on the goods itself. (consequential harm caused by a defect)
Claims of damages against ourselves are independently from the legal course - especially due to delay or impossibility, the breach of advice and ancillary duties, default in performance of contract, default in industrial property rights of third parties and unlawful acts - excluded, unless we have acted wilfully or grossly negligent. In cases of missing assured properties we are liable inasfar as the assurance was with the object of insuring the buyer against the damage occurred.
7.2. All claims of damages against ourselves come under the statute of limitations in six months after delivery. This is not valid for claims in tort.
7.3 On claims acc. To claims acc. to the product liability law the aforesaid limitation of liability is not applicable.
7.4 As far as the liability is excluded from us, this applies also for the personal liability of our employees, workers, staffers, agents and auxiliary persons.
8. Copyright, Patent Law
On estimate of costs, data sheets, patent specifications and other documentations we reserve the property right and copyright, they may be made available to any third party only in consultation with us. The documents belonging to the offer have to be handed back on demand.
8.2 Provided we have delivered goods according to documents, specifications or samples handed over from the customer, the customer takes over the warranty that trade mark rights of any third party will not be infringed. If third parties prohibit by appeal to property rights especially the manufacture and delivery of such goods or items we are entitled – without being bounded to the examination of the legal position – to stop any activity and to claim for damages at the customer. Furthermore, the customer commits to release us immediately from any claims from third parties in this connection.
9. Research and Development
If the customer has to provide parts or products within the scope of research and development, these have to be delivered in time, without defects and free of charge free production plant with the agreed – otherwise with an appropriate surplus. If this does not take place through this incurred costs and miscellaneous consequences to his account.
9.2 Property rights on manufacturing methods, tools and miscellaneous devices which are necessary to manufacture ordered parts or goods act upon agreed arrangements.
9.3 For customer provided tools, products and miscellaneous production devices our liability is limited to carefulness like own cause. Charges for maintenance and care bears the customer
9.4. Our retain duty expires – independent from the property rights of the customer – latest after two years after the last production.
10. Retention of Title
10.1 All delivered goods are expressly subject to extended retention of title.
10.2 The right of property on the delivery items is transferred to the customer only if all accounts receivable out of the existing business relationship are settled.
10.3 If the customer sells the delivery items before, the customer hereby assigns all claims arising from the resale of the items delivered to third parties in the amount of the purchase price agreed to between us and the customer. 10.4 Consignment goods has to be identified clearly as our property and has to be stored separately.
10.5 The consignee of our goods resp. performance has to inform us immediately in written form about any measures of third parties which endanger our rights (attachments etc).
10.6 As far as the third party is not able to compensate the judicial and extrajudicial costs of a suit according to §771 ZPO, the customer is liable for the loss.
11.1 Place of performance for both parties is our office – unless otherwise expressly agreed.
11.2 Court of jurisdiction for all conflicts resulting out of this agreement is the domicile of the association.
11.3 The agreement is subject to German law.
11.4 Should several provisions be ineffective, so these are not tangent to the effectiveness of the rest of provisions as well as to the agreement. Modifications and amendments require written form to be effective.
11.5 It is pointed out that according to BDSG business relevant data will be saved for the purpose of processing in automatic proceedings.
Terms and Conditions / 01.01.17