Sales Terms

The delivery period begins with the dispatch of the order confirmation, but not before the documents, permits, and approvals to be obtained by the customer have been provided, and not before any agreed down payment has been received.

The delivery period is met if, by its expiry, readiness for shipment has been notified or the delivery item has left the factory.

The delivery period shall be extended in the event of measures taken in connection with industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles outside our control (e.g. operational disruptions, delays in the delivery of essential materials), insofar as such obstacles demonstrably have a significant impact on the delivery of the goods. This shall also apply if such circumstances occur at our sub-suppliers. The delivery period shall be extended in line with the duration of such measures and obstacles. We shall not be responsible for the aforementioned circumstances even if they arise during an existing delay. We shall notify the customer as soon as possible of the start and end of such obstacles in important cases.

Partial deliveries within the delivery periods specified by us are permitted, provided this does not result in any disadvantages for the use of the goods.

The scope of delivery shall be determined by our written order confirmation.

Design or shape modifications resulting from the improvement of technology or from legal requirements remain reserved during the delivery period, provided that the delivery item is not significantly changed and the modifications are reasonable for the customer.

Design drawings, tools, samples, and similar preliminary work commissioned by the customer shall be charged for even if no order is placed. In this respect, these terms apply already prior to the placement of an order.

The customer is obliged to accept the delivery item. In the absence of any other agreement (delivery by us), handover shall take place in Menden. The customer is obliged to inspect the delivery item at the place of handover within 14 days of receipt of the notice of provision or other notification of completion and to report any defects within this period. The customer is obliged to accept the delivery item within the same period, unless temporarily prevented from doing so through no fault of their own.

If the customer fails to accept the goods for more than 14 days from receipt of the notice of provision intentionally or due to gross negligence, we shall be entitled, after granting a further grace period of 14 days, to demand the purchase price, withdraw from the contract, or claim damages for non-performance. Withdrawal from the contract shall only be considered by us if we are able to use or sell the delivery item elsewhere. Otherwise, the damages we may claim shall amount to the full purchase price. No grace period need be set if the customer seriously and definitively refuses acceptance or is obviously unable to pay the purchase price within this period.

Risk shall pass to the customer upon acceptance of the delivery item. If the customer declares that they will not accept the delivery item, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the customer at the time of refusal.

We assume liability for defects in the delivery items as follows:

For further claims and rights, we are only liable in cases of intent and gross negligence. Liability is otherwise excluded.

Without prejudice to the provisions on warranty and other special provisions in these terms, the following shall apply in cases of a breach of duty for which we are responsible:

We shall generally not be liable for breaches of duty arising from work performed in accordance with drawings, printing originals, or samples that have been reviewed and released by the customer as production documents. We shall not be liable for the structural design and accuracy of the reproduced originals. However, we undertake to notify the customer immediately of any technically impossible implementation of their originals, insofar as this is recognisable.

In particular, in the case of services performed in accordance with the customer's specifications, liability for the infringement of third-party property rights is excluded. We are not obliged to verify third-party property rights.

To the extent that no provision is made in these General Terms and Conditions for the breach of duties under the Equipment and Product Safety Act, the statutory limitations of liability shall apply on a subsidiary basis. Any further claims for damages exist only for damages caused by an intentional or grossly negligent breach of duty. Liability is, where permitted by law, limited to the value of the product.

We retain title to the delivery items until full payment.

In the event of conduct by the customer in breach of contract, in particular default of payment, we are entitled — but not obliged — to take back the goods after a reminder. If we exercise our right to repossession, the customer is obliged to return the goods.

Asserting the retention of title and seizing the delivery items by us shall not be deemed a withdrawal from the contract, unless the provisions of the Consumer Credit Act apply or this is expressly declared by us in writing.

The customer is entitled to resell the delivery items in the ordinary course of business; however, the customer hereby assigns to us all claims arising from the resale in the amount of the purchase price agreed between us and the customer (including VAT), regardless of whether the delivery items are resold without or after processing. The customer is authorised to collect these claims after assignment. Our authority to collect the claims ourselves shall remain unaffected; however, we undertake not to collect the claims as long as the customer duly meets their payment obligations and is not in default of payment. If this is the case, we may demand that the customer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.

The processing or transformation of the goods by the customer shall always be carried out for us. If the delivery items are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the delivery item to the other processed items at the time of processing.

If the delivery items are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the delivery items to the other mixed items. The customer holds the co-ownership in safekeeping for us.

The customer may neither pledge nor assign as security the delivery items. In the event of seizure or other dispositions by third parties, the customer must notify us immediately and provide us with all information and documents necessary to safeguard our rights. Bailiffs and any third parties shall be informed of our ownership.

We undertake, upon the customer's request, to release the securities to which we are entitled to the extent that they exceed the value of the claims to be secured, insofar as these have not yet been settled, by more than 10 %.

The purchase price and fees for ancillary services are due for payment upon handover of the delivery item.

Bills of exchange shall not be accepted; cheques shall be accepted only on account of performance and subject to receipt of payment.

We shall charge default interest at the following rate:

The rate shall be set higher or lower if we prove a higher rate of interest charged to us, or if the customer proves a lower charge.

If the customer is a merchant, a legal entity under private or public law, or a special fund under public law, the retention of payments on account of any counterclaims by the customer not recognised by us is not permitted, nor is set-off against such counterclaims.

If a substantial risk to our payment claim arises, we are entitled to demand advance payment subject to adequate security. If the customer refuses advance payment or security, we may withdraw from the contract and claim damages.

Incoming payments shall, notwithstanding any contrary direction by the customer, be applied to costs, interest, and lastly the principal claim. If we have claims against the customer arising from several contractual relationships, payments shall first be applied to the oldest claims.

The place of performance is Menden (Sauerland).

For all disputes arising from the contractual relationship, where the customer is a registered merchant, a legal entity under private or public law, or a special fund under public law, legal action shall be brought before the court that has jurisdiction over our headquarters. We are also entitled to bring legal action at the customer's headquarters.

The laws of Germany shall apply exclusively, to the exclusion of the laws on the international sale of movable goods, even if the customer's registered office is abroad.

Any transfer of rights and obligations of the customer arising from the contract concluded with us requires our written consent in order to be valid.

Should individual provisions be or become invalid, the validity of the remaining provisions shall not be affected. Any invalid or ineffective provisions shall, in accordance with the statutory requirements, be interpreted in such a way that the content of the invalid or ineffective provisions is achieved as far as possible.