Terms of Service

Our deliveries are only made on the basis of the following conditions. Contrary terms and conditions of the customer are hereby contradicted, they will also not be recognized if we do not contradict them again after we have received them.

1. Scope

a) Our general terms and conditions apply to all deliveries and services that we provide to customers and customers.

They also apply to all future business relationships, even if they are not expressly agreed again. Deviating conditions of our contractual partners, which we do not expressly recognize, are non-binding for us, even if we do not expressly object to them. The following general terms and conditions also apply if we carry out the customer's or client's order or order without reservation while being aware of conflicting or deviating conditions.

b) Our general terms and conditions only apply to companies within the meaning of Section 310 (1) in conjunction with Section 14 of the German Civil Code (BGB).

2. Conclusion of contract, scope of delivery

a) Our offers are non-binding. Delivery contracts, other agreements and ancillary agreements, in particular if they deviate from these delivery and payment conditions, only come into effect with our written confirmation.

b) These conditions also apply to sales based on a commercial clause, in particular the INCOTERMS

c) The scope of delivery is based on our written confirmation. A reference to DIN regulations, brochures, catalogues, etc. is a description of the service and not an assurance of properties.

3. Pricing

a) Our prices apply ex works plus freight, packaging and VAT.

b) If order-related costs change significantly after the conclusion of the contract, the customer is obliged to give his consent to a corresponding and reasonable adjustment of the prices.

c) Insofar as the contract is based on list prices, those valid at the time of delivery shall be deemed to have been agreed, unless fixed prices are expressly specified.

4. Delivery time

a) Delivery periods begin on the date of our order confirmation, but not before all details of the execution have been clarified and all other requirements to be met by the customer have been met; The same applies to delivery dates, deliveries before the delivery time has expired and partial deliveries are permitted. The delivery day is the day of notification of readiness for dispatch, otherwise the day of dispatch.

b) Agreed delivery periods and dates are extended or postponed by the period by which the customer is in arrears with his obligations, without prejudice to our rights arising from the customer's default.

c) If we are in default, the customer must set a reasonable grace period, taking into account the production-specific manufacturing features. After the period of grace has expired, the customer can withdraw from the contract to the extent that its fulfillment is not in his interest. Further claims are excluded

5. On Demand Supply Contracts

If, in the case of delivery contracts on call, the goods are not called up or scheduled in good time, we are entitled, after setting a grace period that has not come to fruition, to schedule the goods ourselves and deliver the goods.

6. Force majeure and other hindrances

a) Events of force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled. Strikes, lock-outs or unforeseen circumstances, such as breakdowns, rejects and follow-up treatment, which make it impossible for us to deliver on time despite reasonable efforts, are equivalent to force majeure; we have to provide proof of this.

b) The customer can ask us to declare within 2 weeks whether we want to withdraw or deliver within a reasonable period of grace. If we do not make a declaration, the customer can withdraw from the unfulfilled part of the contract. Further claims do not exist.

7. Test procedure, acceptance

a) If the customer wishes us to carry out the necessary tests, he must inform us of this. The type and scope of the tests and the bearing of the costs are to be agreed before the contract is concluded.

b) If acceptance is desired, the scope and conditions must be specified before the contract is concluded. Acceptance must take place at the customer's expense immediately after notification of readiness for acceptance in the delivery works. If acceptance does not take place, not on time or incompletely, we are entitled to dispatch the goods or to store them at the customer's risk and expense, so that the goods are deemed to be removed.

8. Dimensions, weights and quantities

a) Deviations in dimensions, weight, number of pieces and quality are permissible within the scope of standard commercial tolerances, relevant DIN regulations and production-specific requirements.

b) The delivery weights and quantities determined by us are decisive for the calculation.

9. Packaging

If necessary at our discretion, we will pack the goods in a customary manner at the expense of the customer. We will not take back the packaging invoiced at cost price.

10. Shipping and Passing of Risk

a) Goods reported ready for dispatch are to be accepted immediately. Otherwise we are entitled to send them at our own discretion or to store them at the expense and risk of the customer. The goods are deemed to have been delivered one week after the start of storage.

b) In the absence of special instructions, the choice of the means of transport and the transport route is at our discretion.

c) The risk passes to the customer when the goods are handed over to the railway, the forwarding agent or the carrier or one week after the start of storage, but no later than when they leave the works or warehouse, even if we have taken over the delivery . d) We shall take out insurance against transport damage at the express request of the customer and at his expense to the best of our judgement

11. Terms of Payment

a) Unless otherwise agreed, our invoices are to be paid without deduction by the 15th of the month following the delivery or partial delivery ex works.

b) The customer is only entitled to withhold or offset payments for any counterclaims, including warranty claims, if there are undisputed or legally established payment claims.

c) We accept discountable and properly taxed bills of exchange as payment if this has been expressly agreed beforehand. Credits for bills of exchange and checks are subject to receipt, less expenses, with a value date of the day on which we can dispose of the equivalent value.

d) If the target is exceeded, interest will be charged in the amount of the costs for current account credits calculated by our house banks, but at least interest in the amount of 3% above the respective discount rate of the Deutsche Bundesbank.

e) If the terms of payment are not adhered to or if facts become known that give rise to justified doubts about the customer's creditworthiness, all of our claims, including those for which we have accepted bills of exchange, become due immediately. The same applies to claims from finished but not yet delivered products as well as from processed products. In these cases, we only need to carry out outstanding deliveries and services against advance payment or security payment and can withdraw from the contract after a reasonable period of grace or demand compensation for non-performance. Furthermore, based on the retention of title agreed in Section 13, we can prohibit the resale and processing of the delivered goods and demand their return or the transfer of indirect ownership of the delivered goods at the expense of the customer and the direct debit authorization in accordance with

Clause 13 f) revoked. The purchaser already authorizes us to enter his premises in the cases mentioned, to designate the goods delivered or processed for us as our property and/or to collect the goods. The taking back of the goods only constitutes a withdrawal from the contract if we expressly declare this.

f) We are entitled to offset all of our claims against the customer against all claims that the customer has against us or those companies through deliveries or for other legal reasons in which we have a direct or indirect majority interest at the time of offsetting ( § 16 AktG) are involved (group companies). The customer will be informed of the majority holdings upon request.

12. Defects, delivery of non-conforming goods

a) We guarantee the flawless manufacture of the parts supplied by us in accordance with the agreed technical delivery specifications. The time of the transfer of risk is decisive for the contractual condition of the goods.

b) The customer must report defects in writing immediately after receipt of the goods at the destination, hidden defects immediately after discovery of the defect, but no later than 6 months after the transfer of risk.

c) If acceptance has been agreed in accordance with Section 6 b), complaints about defects that could have been determined with the agreed type of acceptance are excluded.

d) We must be given the opportunity to determine the defect reported. Goods that have been the subject of a complaint must be returned to us immediately upon request. If the customer does not meet these obligations or makes changes to the goods already complained about without our consent, he loses any warranty claims.

e) In the case of justified, timely notification of defects, we will either improve the goods complained about or deliver a replacement that is in perfect condition. Removal and installation costs as well as costs for the processing of defective goods by the customer will not be reimbursed by us.

f) If we do not meet our warranty obligations or do not meet them in accordance with the contract, the customer is entitled to change or reduce the price after a reasonable period of grace with regard to the defective delivery item.

g) Further claims of the customer, in particular claims for compensation for consequential damages, are excluded unless our legal representatives, our management or our executives are guilty of intent or gross negligence with regard to the defect.

h) Warranty claims expire 3 months after written rejection of the notice of defects

i) The above provisions also apply in the event of defects in guaranteed properties and in the case of delivery of goods other than those in accordance with the contract.

13. Liability, Damages

a) With regard to the intended use, the customer is responsible for appropriate design/drawing/specification, taking into account any safety regulations. Selection of the material and the necessary test procedures, correctness and completeness of the technical delivery specifications and the other technical documents provided to us as well as for the execution of the provided production facilities. This also applies if changes are proposed by us, which he approves.

The customer is responsible for ensuring that the documents provided by us are only used for the intended purpose and are not published elsewhere, and that the information provided by him does not infringe property rights and other third-party rights.

b) If claims are made against us by a third party for damage compensation, the cause of which lies within the customer's area of responsibility, the customer must indemnify us from these claims.

c) All contractual or legal claims that are not expressly mentioned are excluded, unless our legal representatives, our management or our executives are guilty of intent or gross negligence.

This applies regardless of the legal basis of the claims, i.e. in particular for claims from positive breach of contract, culpa in contrahendo or after conclusion of the contract, delay, impossibility of performance and tort.

14. Retention of Title

a) The delivered goods remain our property (reserved goods) until all claims have been settled, in particular the respective balance claims that we are entitled to against the buyer within the framework of the business relationship.

b) Treatment and processing of the reserved goods are carried out for us as the manufacturer within the meaning of Section 950 of the German Civil Code, without any obligation on our part. The treated and processed goods are considered reserved goods within the meaning of paragraph a).

If the buyer processes, combines or mixes the reserved goods with other goods, we are entitled to co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires as a result of connection or mixing, the buyer transfers to us the ownership rights to which he is entitled to the new inventory or the item to the extent of the invoice value of the reserved goods and stores them for us free of charge.

Our co-ownership rights are considered reserved goods within the meaning of paragraph a)

c) The buyer may only resell the reserved goods in the ordinary course of business, under his normal terms and conditions and as long as he is not in default, provided that he has agreed a retention of title with his customer and that the claims from the resale according to paragraph d) and e) pass to us. He is not entitled to other disposals of the reserved goods.

The use of the reserved goods for the fulfillment of work and work delivery contracts is also deemed to be resale.

d) The claims of the buyer from the resale of the reserved goods are already assigned to us; this also applies to the respective balance claims if the resale claim is placed in a current account in their hearing. the assigned claims serve as security to the same extent as the reserved goods.

e) If the reserved goods are resold by the buyer together with other goods not supplied by us, the claims from the resale or the respective balance claims in the ratio of the invoice value of the reserved goods to the invoice value of the other goods are assigned to us. In the case of the resale of goods in which we have co-ownership shares, in accordance with paragraph b), a part of the claim corresponding to our co-ownership share is assigned to us.

f) The buyer is entitled to collect claims from the resale or balance claims unless we revoke the authorization to collect in the cases specified in paragraph 9 e). At our request, he is obliged to inform his customers immediately of the assignment to us - if we do not do this ourselves - and to give us the information and documents required for collection.

g) The buyer is not entitled to any other assignment of claims. This also applies to factoring transactions, which the buyer is not permitted to do because of the direct debit authorization. However, we are willing to agree to factoring transactions in individual cases, provided that the equivalent value from this finally flows to the buyer and the satisfaction of our claims is not jeopardized.

h) If the buyer violates the obligation under paragraph c), we can also demand the return of the reserved goods at the expense of the buyer, excluding any right of retention. The buyer already authorizes us to enter his company and to take back the reserved goods. The taking back does not count as withdrawal from the contract.

i) If the value of the existing securities exceeds the secured claims by a total of more than 10%, we are obliged to release securities of our choice at the request of the buyer. The buyer must inform us immediately of any seizure or other impairments by third parties.

15. Place of Performance and Jurisdiction

a) The place of performance for payments is Düsseldorf, for all other obligations the place of delivery.

b) The place of jurisdiction is Düsseldorf, also for lawsuits in bills of exchange and checks. We are entitled to sue the customer at his general place of jurisdiction.

16. Governing Law

The law of the Federal Republic of Germany applies exclusively to all legal relationships between the customer and us, excluding the Hague Convention on Contracts for the International Sale of Goods.

17. Severability

Should individual provisions of these terms of delivery and payment be wholly or partially invalid or void, the contracting parties undertake to agree to a regulation through which the meaning and purpose of the invalid or void provision is largely achieved.