1.1 Our work and deliveries are subject to the following terms and conditions exclusively. Any deviation from these terms - in the buyer’s procurement regulations in particular – shall require our written consent.
1.2. Our offers are subject to change. Orders shall only be considered binding when confirmed or delivered by us. Oral collateral agreements shall require our written confirmation.
1.3 When using the goods, third parties’ industrial property rights have to be respected.
2.1 If we provide our own packaging and means of transport, our special terms of packaging shall apply. If the loading equipment is returned late (that is, if the usual unloading time is exceeded), we reserve the right to pass on to the buyer the incurred costs and hire charges.
2.2 If the buyer is in default of payment, our obligation to supply it shall be suspended.
2.3 If an agreed delivery period is exceeded, the customer shall, within reason, extend the final deadline. Only if the supplier does not meet such final deadline shall the customer be entitled to assert a claim for a damage caused by delay.
3.1 Unless agreed otherwise, our deliveries are ex works, excluding packaging.
3.2 Invoicing shall be subject to the prices applicable on the day of delivery. If these are higher than those on the day the contract was closed, the customer shall be entitled to withdraw from that part of the contract pertaining to the then still unprocured quantity within two weeks of having been notified of the price increase.
3.3 The prices are excluding VAT.
3.4 If a c/p delivery has been agreed, our prices are based upon the carriage and collateral charges applicable at the time the offer was made. They shall therefore be adapted to changed carriage or collateral charges, either at the contractor’s expense or to its benefit, without the buyer thus incurring a right of withdrawal.
4. Force majeure
In the event of force majeure – here considered to be all circumstances and incidents that proper operations were unable to prevent – shall suspend the contracting parties’ obligations for the time of the disruption and for the scope of its impact. If any ensuing delay should exceed a period of six weeks, both contracting parties shall be entitled to withdraw from that part of the contract pertaining to the affected SoS. No other claims shall arise.
5.1 Our invoices are payable net cash immediately per the date of the invoice.
5.2 Payment by B/E shall require our consent. Its costs and charges and the risk of due presentation and protest shall be borne by the buyer.
5.3 If the buyer is in default of payment, an interest charge of at least eight per cent above the base rate shall be levied. This is without prejudice to an assertion of further claims.
5.4 If the buyer is in default of payment and if we have a reasonable doubt regarding the buyer’s creditworthiness and solvency, we shall be entitled to demand collateral for or advance payment of outstanding deliveries and to an immediate acceleration of all receivables arising from the business relationship. This is without prejudice to an assertion of further claims.
5.5 Any set-off or retention on the part of the buyer has to be based upon uncontested receivables or receivables determined without further legal recourse.
6.1 The place of fulfilment is the Giessegi-Werbung business establishment. Any loading or dispatch shall only be made or done at the customer’s express request and at its risk.
6.2 For the mode and route of dispatch, we shall try to take the buyer’s interests and requests into account. Thus incurred additional costs shall be borne by the buyer, even in case of a c/p delivery agreement.
7.1 All information on our products’ suitability, workmanship and use, technical advice and all other information and data are given to the best of our knowledge. However, this does not exempt the buyer from its obligation to test and inspect the products.
7.2 The buyer/customer shall have to inspect the goods immediately upon delivery, that is, without any undue delay. If a defect is ascertained during such an inspection, the seller shall have to be notified immediately but no later than within one week. If the buyer does not file such a notice of defect, this shall be considered full acceptance of the goods unless the defect is latent. If such a latent defect is then ascertained at a later stage, the buyer shall have to notify the seller immediately. Otherwise, the goods shall be considered accepted in full. The warranty period is one year.
7.3 In case of a defective product, we can either rework it or replace it with a new one. The customer shall only be entitled to a price reduction or a withdrawal from contract if such remedy has failed twice.
8. Compensation for damages
If legally admissible, our liability for damages, whatever their legal basis, shall be limited to the invoiced value of the quantity of goods directly involved in the event causing the damage. This shall not apply if on the basis of mandatory legal regulations our liability is unlimited for wilfulness of gross negligence. This shall not apply to damages based upon injuries to life, limb and health. The legal regulations shall apply.
9. Reservation of ownership
9.1 Until all our receivables arising from the business relationship with the buyer have been paid, all the sold goods shall remain our property. The buyer is entitled to dispose of the goods in its ordinary course of business.
9.2 This reservation of ownership shall also extend to the full value of products made by processing, blending or combining our goods. In such cases, we shall be considered the manufacturer. If in the above cases third parties’ rights of ownership are also retained, we shall acquire co-ownership in the produced goods on an invoiced-value pro-rata basis.
9.3 The buyer hereby assigns to us as collateral any receivables arising from a re-sale, either in total or to the amount of our share of ownership (see Item 9.2 herein). It is authorised to collect these for our account until revocation or its suspension of its payments to us. For the assignment of these receivables, the buyer shall not be entitled to collect them by way of factoring, unless the factor is obligated to effect a collection for us to the amount of our share of such receivables if the buyer, in turn, still has pay us.
9.4 The buyer shall have to notify us immediately by registered letter of any seizure of our goods and receivables by third parties.
9.5 An exercise of the reservation of ownership does not constitute a withdrawal from contract.
9.6 The goods and the pertaining receivables must not be pledged or assigned as collateral to third parties unless our receivables have been paid in full.
9.7 If the value of the collateral exceeds our receivables by more than twenty per cent, at the buyer’s request we shall release excess collateral as we see fit.
10. Place of fulfilment and jurisdiction
The place of fulfilment regarding delivery is the respective place of dispatch, regarding payment, Unterleinleiter. If the buyer is a registered trader (Vollkaufmann), the place of jurisdiction is Forchheim or, if we so choose, its place of general jurisdiction.