1.1 These General Terms and Conditions of Sale and Delivery apply to all - including future - contracts with consumers, entrepreneurs, legal entities under public law and special funds under public law for deliveries including contracts for work and services. These terms and conditions shall be deemed accepted at the latest upon receipt of our goods. We shall not be bound by the buyer's terms and conditions even if we do not expressly object to them again. Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and amendments) shall in all cases take precedence over these General Terms and Conditions. A written contract or our written confirmation shall be authoritative for the content of such agreements.
1.2 These terms and conditions shall also apply in their respective version as a framework agreement for future contracts for the sale and/or delivery of goods with the same customer, without the need to re-submit them in each individual case.
2.1 Our offers are subject to change. Unless otherwise agreed, the prices and conditions of our price list valid at the time of conclusion of the contract shall apply. If charges or other external costs included in the agreed price change later than four weeks after conclusion of the contract, or if they are newly incurred, we shall be entitled to change the price accordingly.
2.2 Conclusions of contracts and other promises and agreements shall only become binding upon our written confirmation.
2.3 Verbal collateral agreements require our written confirmation to be effective.
3.1 Payment for the delivered goods must be made by no later than the 15th of the month following the delivery ex warehouse or factory or the notified completion without any discount in such a way that the amount required to settle the invoice is available to us by the due date at the latest. Unless a deviating individual agreement has been made.
3.2 If the buyer is in default of payment, we are entitled to charge interest in the amount of 8 % points above the respective base interest rate of the European Central Bank. If the buyer is a consumer, we are entitled to charge interest at 5% above the respective base interest rate of the European Central Bank.
3.3 We reserve the right to claim further damage caused by delay.
3.4 If, after conclusion of the contract, it becomes apparent that our claim for payment is at risk due to the buyer's lack of ability to pay, we shall be entitled to the rights under § 321 of the German Civil Code (plea of uncertainty). We shall then be entitled to declare due all claims from the current business relationship with the buyer that are not subject to the statute of limitations.
3.5 Furthermore, we are entitled to offset our claims against those of the buyer, irrespective of the legal grounds, even if the mutual claims are due at different times.
3.6 Withholding of payments or offsetting due to any counterclaims of the buyer disputed by us shall not be permitted unless the counterclaims of the buyer are undisputed or have been legally established.
4.1 The delivery period shall commence on the date of our acceptance of the order, but not before complete clarification of all details of execution. The delivery period and the delivery date shall be deemed to have been met with the timely notification of readiness for dispatch. Agreed delivery times are to be regarded as approximate only.
4.2 If we are in default, the buyer must set us a reasonable grace period. After expiry of this period of grace, he may withdraw from the conclusion of the contract insofar as the goods have not been reported as ready for dispatch by the expiry of the period.
4.3 Claims for damages, irrespective of the legal grounds, due to non-compliance with the delivery deadline or delivery date are excluded.
4.4 The buyer may not reject partial deliveries provided for by us. Each partial delivery shall be deemed to be an independent transaction.
4.5 Events of force majeure entitle us to postpone the delivery of the goods by the duration of the hindrance and a reasonable start-up time. Force majeure shall include war, strikes, riots, lockouts or operational disruptions for which we are not responsible, such as fire, machine failure, roller breakage, shortage of raw materials and energy. This provision shall also apply if the above events should occur during the delay.
5.1 Prices are net cash plus freight costs ex works or ex warehouse plus VAT, unless otherwise agreed.
5.2 In the case of deliveries ex works, if we have not expressly promised a fixed price, we can determine the prices according to the conditions of the price list of the respective supplying plant valid on the day of delivery. All ancillary charges, public levies as well as any newly added taxes, freight charges or their increases, by which the delivery is directly or indirectly affected and made more expensive, shall be borne by the buyer, unless mandatory statutory provisions conflict therewith.
5.3 The return of goods already delivered but goods which are not defective shall only be taken back with our express written consent.
6.1 All goods delivered by us shall remain our property (reserved goods) until all claims have been fulfilled, irrespective of the legal grounds, even if payments are made for specifically designated claims. In the case of a current account, the reserved property shall be deemed to be security for our balance claim. Treatment and processing shall be carried out for us to the exclusion of the acquisition of ownership in accordance with § 950 BGB (German Civil Code), without obligating us. The processed goods shall serve as our security to the amount of the invoice value of the reserved goods.
6.2 In the event of processing by the buyer with other goods not belonging to us, we shall be entitled to co-ownership of the manufactured item in the ratio of our invoice value of the goods subject to retention of title used for the manufactured item to the sum of all invoice values of all goods used in the manufacture, including expenses for their processing: Our invoice value of our goods subject to retention of title used for the manufactured item to the sum of all invoice values of all goods used in the manufacture including the expenses for their processing. Otherwise, the same shall apply to the new item resulting from the processing as to the goods subject to retention of title. These shall be deemed to be goods subject to retention of title within the meaning of these terms and conditions.
6.3 The buyer may only sell our property in the ordinary course of business under his normal terms and conditions and as long as he is not in default. He is only entitled and authorised to resell the goods subject to retention of title on the condition that the claim from the resale is transferred to us in accordance with paragraphs 4 to 7. He is not entitled to dispose of the reserved goods in any other way.
6.4 The buyer's claims from the resale of the goods subject to retention of title are already assigned to us now, regardless of whether the goods subject to retention of title are sold without or after processing and whether they are sold to one or more buyers.
6.5 In the event that the reserved goods are sold by the buyer together with other goods not belonging to us, the assignment of the claim from the resale shall only apply to the amount of the invoice value of the reserved goods sold in each case.
6.6 If the reserved goods are resold after processing, in particular after processing with other goods not belonging to us, the assignment shall only apply to the amount of our co-ownership share in the sold item.
6.7 If the reserved goods are used by the buyer to fulfil a contract for work and services or a contract for work and materials, the claim arising from the contract for work and services or the contract for work and materials shall be assigned to us in advance to the same extent as stipulated in paragraphs 4 to 6.
6.8 The purchaser is entitled to collect claims from the resale until our revocation, which is permissible at any time. The buyer is not authorised to assign the claim under any circumstances. At our request, he is obliged to inform his customers of the assignment to us and to provide us with the information and documents required for collection.
6.9 If the value of the securities held by us exceeds our claims by more than 20% in total, we shall be obliged to release securities of our choice at the buyer's request.
6.10 The buyer must inform us immediately of any seizure or other impairment by third parties.
Grades, conditions and dimensions of the material supplied by us shall be determined in accordance with the EN standards applicable at the time of conclusion of the contract, unless the application of foreign standards is expressly agreed. If no EN standards exist, commercial practice shall apply unless the application of specific Euro standards is expressly agreed. Insofar as it is customary in trade that, in the case of goods invoiced by weight, the weight determined on the works by the weighing master shall be decisive, this shall apply. Proof of weight shall be deemed to have been furnished upon presentation of the weighing slip, to the exclusion of any other means of proof.
8.1 Defects - including the absence of warranted characteristics - must be reported in writing immediately after discovery and immediate cessation of any processing. The period for the buyer to give notice of defects is 3 days. Complaints about obvious defects are excluded after 3 days from receipt of the goods at the place of destination. Should the aforementioned period be too short, this period shall be replaced by a reasonable period. Defects which cannot be discovered within this period even after careful inspection shall be notified immediately after discovery, with cessation of processing, but no later than 3 weeks after receipt of the goods. The seller assumes the warranty for the goods delivered by him for a maximum of 1 year.
8.2 Defective goods that have demonstrably become unusable or considerably impaired in their usability within the warranty period as a result of a circumstance prior to the transfer of risk shall, at our discretion, either be taken back and replaced by faultless goods or the reduced value shall be refunded.
8.3 If the buyer does not give us the opportunity to determine the defect himself, in particular if he does not immediately provide the goods complained about or samples thereof upon request, all claims for defects shall lapse.
8.4 We may refuse to remedy defects as long as the buyer does not fulfil his legal obligations towards us.
8.5 After performance of an agreed acceptance of the goods by the buyer, the notification of defects that are detectable during the agreed type of acceptance shall be excluded.
8.6 Further claims of the purchaser, in particular a claim for compensation for damage that has not occurred to the delivery item itself, are hereby excluded to the extent permitted by law.
8.7 The buyer shall not be entitled to any warranty claims against us for goods that have been sold as declassified material, so-called II-a material.
9.1 In cases of breach of contractual and non-contractual obligations, in particular due to impossibility, delay, culpa in contrahendo - so-called cic - and tort, we shall be liable - also for our executive employees and other vicarious agents - only in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time of conclusion of the contract.
9.2 Unless otherwise agreed, the contractual claims to which the buyer is entitled on the occasion of or in connection with the delivery of the goods shall become statute-barred one year after delivery of the goods.
9.3 The buyer is not entitled to assign claims to third parties.
10.1 The place of performance for our deliveries shall be the supplying plant in the case of delivery ex works, and our warehouse in the respective branch office in the case of all other deliveries.
10.2 In the event of disputes arising from the contractual relationship, Cologne is agreed as the place of jurisdiction insofar as the purchaser is a commercial customer in the form of a registered trader. If the buyer is a consumer, the statutory provisions on the place of jurisdiction shall apply.
10.3 The law of the Federal Republic of Germany shall apply to the legal relationships of the contracting parties.
10.4 If individual provisions of these terms and conditions of sale and delivery are or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall then be replaced by a valid provision which comes as close as possible to the intended purpose and the presumed intention of the contracting parties.
This version replaces all older ones.
Hürth, 01.07.2019