General Terms and Conditions

All our quotations are subject to change. A contract is only concluded upon our order confirmation or upon delivery. Verbal commitments made by our employees require our written confirmation to be legally binding, particularly where they conflict with these General Terms and Conditions. Our specifications regarding the technical characteristics of our products (e.g. dimensions, weights, dryness) and our representations thereof (e.g. drawings, illustrations, samples) are only approximate, unless suitability for the contractually intended purpose requires exact conformity. They do not constitute guaranteed characteristics, but rather descriptions or identifications of the products. Deviations customary in the trade are permissible, provided they do not impair the suitability for the purpose specified in the contract.

Our prices are exclusive of statutory VAT. We reserve the right to adjust our prices accordingly should cost increases arise after the conclusion of the contract for which we are not responsible and which could not have been foreseen at the time the contract was concluded. We will provide evidence of these to the customer upon request. Our invoices are payable within 14 days of receipt with a 2 per cent discount, or within 30 days of receipt on a net basis. A discount may not be applied if other invoices due at the same time remain outstanding. Set-off against the customer’s counter-claims or the withholding of payments on account of such claims is only permitted insofar as the counter-claims are undisputed or have been established by a final and binding court judgement.

Upon acceptance of an order, we assume that the customer is solvent. If the customer was not solvent at the time the contract was concluded, or if solvency is subsequently lost, we are entitled to revoke any payment terms granted and to demand payment in advance or security for further deliveries.

If the customer has provided false information regarding their creditworthiness, we are entitled to withdraw from the contract. We are also entitled to withdraw from the contract if our claim to performance is jeopardised due to a material deterioration in the customer’s financial circumstances. This is the case, in particular, if an attempt has been made to enforce a judgment against the customer, or if there are grounds for commencing insolvency proceedings in respect of the customer’s assets, or if an application has been made to commence insolvency proceedings in respect of the customer’s assets.

Deliveries are made carriage paid to the agreed destination by the most economical means and with insurance. Any additional costs arising from other shipping methods and/or special packaging requested by the customer shall always be borne by the customer.

Our delivery dates are non-binding; partial deliveries are permitted provided they are reasonable. If, in an individual case, we are unable to meet a delivery date agreed as binding for reasons beyond our control, we shall notify the customer of the new estimated delivery date. If the goods are still unavailable by the new delivery date, we are entitled to withdraw from the contract. In particular, failure by our supplier to deliver to us on time shall be deemed a case of unavailability of the goods in this sense.

The goods must be carefully inspected immediately upon delivery to the customer or to a third party designated by the customer. They shall be deemed to have been accepted by the customer with regard to obvious defects or other defects that would have been detectable during an immediate and careful inspection, unless we receive a written notice of defects within one week of receipt of the goods. With regard to other defects, the goods shall be deemed to have been accepted by the customer unless we receive the notice of defects without delay following the time at which the defect became apparent; if the defect was already apparent at an earlier point in time under normal use, that earlier point in time shall, however, be decisive for the commencement of the notice period.

Transport damage must be noted in detail on the consignment note. Under no circumstances may the consignment note be altered. At our request, the goods subject to complaint must be returned to us carriage paid, either in full or in the form of defective samples. In the event of a justified complaint, we shall reimburse the costs of the cheapest method of dispatch; this shall not apply where the costs are increased because the goods are located at a place other than the place of intended use. If the customer believes they have grounds to complain about the delivered goods, they must refrain from processing (installing) the goods. If a defect is attributable to our fault, the customer may claim damages subject to the conditions set out in Clause VII.

Our liability for damages, regardless of the legal basis, is limited in accordance with this Section VII insofar as fault is a factor. We shall not be liable in the event of simple negligence on the part of our officers, legal representatives, employees or other vicarious agents, provided that this does not constitute a breach of essential contractual obligations.

Essential contractual obligations are those whose fulfilment is necessary for the proper performance of the contract in the first place and on whose compliance the customer regularly relies and is entitled to rely. Insofar as we are liable for damages on the merits of the case, such liability is limited to damages which we foresaw at the time the contract was concluded as a possible consequence of a breach of contract, or which we ought to have foreseen had we exercised the care customary in the trade.

The limitations set out in this Section VII do not apply to our liability arising from wilful misconduct, or from injury to life, limb or health, or under the Product Liability Act.

The goods delivered (goods subject to retention of title) shall remain our property until all claims, including any future claims, arising from the business relationship with the customer have been settled in full, including all outstanding balances on current accounts.

The customer must treat the goods subject to retention of title with due care, store them separately from other goods and mark them as our property. The customer must insure the goods subject to retention of title at their own expense against fire, water damage and theft at replacement value. The customer may resell and process the goods subject to retention of title in the ordinary course of business, subject to the following provisions, provided that the customer is not in default of payment and no insolvency proceedings have been applied for or commenced in respect of their assets. Resale of the goods subject to retention of title is only permitted subject to retention of title until the purchase price has been paid in full.

The customer hereby assigns to us, with immediate effect, the claim arising from the sale of the goods subject to retention of title to a third party, in the amount of the invoice value of the goods subject to retention of title. We accept this assignment. The pledging or transfer by way of security of the goods subject to retention of title or of the assigned claims is not permitted. The customer may collect the claims assigned to us on its own account and in its own name on our behalf, provided we do not revoke this authorisation. This does not affect our right to collect these claims ourselves; however, we shall not assert the claims ourselves nor revoke the authorisation to collect them as long as the customer duly fulfils its payment obligations.

However, should the customer act in breach of the contract – in particular should they fall into arrears with the payment of a claim for remuneration – the customer must, at our request, disclose to us the assigned claims and the respective debtors, notify the debtors of the assignment, and hand over to us all documents and provide all information we require to assert the claims. If the customer fails to comply with our request to disclose the assignment without delay, we shall be entitled to disclose the assignment to the debtors ourselves.

Any processing or transformation of the goods subject to retention of title by the customer shall always be carried out on our behalf. If the goods subject to retention of title are processed together with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title (total invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same provisions apply to the new item created by processing as to the goods subject to retention of title.

If the goods subject to retention of title are inseparably combined or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the proportion of the value of the goods subject to retention of title (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If the goods subject to retention of title are combined or mixed in such a way that the customer’s item is to be regarded as the principal item, the customer and we hereby agree that the customer shall transfer to us proportionate co-ownership of that item. We accept this transfer. The customer shall hold the sole ownership or co-ownership of an item thus created in safekeeping on our behalf.

If, in addition to our goods subject to retention of title, the processed product contains only items that either belonged to the customer or were supplied subject to simple retention of title, and if the value of the goods subject to retention of title exceeds the value of the other items, the customer shall assign the entire purchase price claim to us. In all other cases, i.e. where there is a concurrent assignment to several suppliers and where the value of the goods subject to retention of title is less than the value of the other processed items, the customer shall assign to us their claim against the third party in an amount corresponding to their share of co-ownership. We accept this assignment. The customer remains authorised to collect the assigned claim. Our own authorisation to collect remains unaffected by this.

The customer further assigns to us any claims which he acquires against a third party through the combination of the sold goods with a plot of land, to secure our claims up to the value of the goods delivered.

We undertake to release the security to which we are entitled at the customer’s request to the extent that the realisable value of our security exceeds the claims to be secured by more than 10 per cent; the choice of which security is to be released rests with us.

The place of performance and jurisdiction is Tostedt. The law of the Federal Republic of Germany shall apply exclusively. All processing instructions, whether enclosed with our deliveries or available on request from us, form an integral part of these General Terms and Conditions. They must be observed.