Terms of Sale and Delivery

Offers

All our offers are subject to change, for information only and without engagement and therefore do not obligate us to accept orders. If there are across-the-board wage and price increases or if official additional expenditures are imposed until the completion of any order, we must reserve the prices valid at the time of delivery. All our information and/or times of delivery are for information only and without engagement. If unpredictable events, e.g. disruptions of operations, delays in the delivery of important raw and building material etc., which we could not avoid despite taking reasonable care according to the individual circumstances prevent us from fulfilling our obligations and if the delivery becomes impossible as a result, we are released from our obligation for delivery. The same applies in the case of strike or lockouts. In these cases, we shall inform you immediately. We cannot assume additional costs due to partial deliveries.

The shipment shall take place for account and at the risk of the customer.

Acceptance

The goods are deemed to have been accepted according to the agreement when leaving our factory. The acceptance cannot be refused. Official costs for acceptance shall be invoiced at cost price.

Complains can only be admitted if they are submitted within 8 days of the delivery and/or installation. In the case of justified claims, we shall replace the goods free-of-charge without being directly obligated to do so. We must also be granted a sufficient period of time for the replacement or the rectification in the case of complaints and no claims for damages whatsoever can be asserted due to this. If the customer does not grant us a reasonable period of time, we are released from the obligation to compensation.

Any possible repairs shall be carried out by us using the necessary care. If delicate parts are damaged due to repair work and if this damage is caused by the defect construction or the particularities of the construction, we cannot be held liable for this.

Reservations of title

Any delivered goods remain our property until they have been paid in full or until the acceptances have been discharged in the case of payment by acceptances even if the goods have been processes entirely or partly. If the buyer should resell the goods prior to their full payment, he effectively assigns any claims he has based on a possible resale of the unprocessed or processed goods to us already now until the full payment of the sales prices.

Payment

Unless agreed otherwise, 14 days less 2 % discount, 30 days net! Bills of exchange shall only be accepted as payment upon our prior approval. Representatives are only authorised to accept payments if they are made in the form of cheques for deposit made out to us. In the case of delayed payments, we are authorised to invoice the usual default interest.

The place of performance for the delivery and payment is Hattingen, Germany. The place of jurisdiction is Hattingen, Germany.

Confidentiality

The parties undertake to keep confidential any information in connection with the agreement which are disclosed to them and marked as confidential or which are clearly business or trade secrets due to other circumstances, in particular technical or commercial information, and not to record these information, disclose them to third parties or process them in any way during the term of the agreement unless this has been expressly authorised in writing in advance or is necessary for realising the contractual purpose. This obligation to confidentiality remains valid for five years after the complete realisation or termination of the agreement.

Information for which a contractual party can prove the following are exempt from this:

-that they were already known to them prior to the beginning of the agreement or that they were disclosed by third parties as non-confidential information if these third parties did not breach any obligations to confidentiality on their part;

-that they have been developed by them independently of the disclosure;

-that they are or become public knowledge without the contractual parties’ fault or assistance; or

-that they had to be disclosed due to an official or court order.
In the last case, the disclosing contractual party shall immediately inform the other contractual party prior to the disclosure. Any further legal obligations regarding confidentiality remain unaffected.

In any case of culpable breach of this obligation to confidentiality on the part of the supplier, we are authorised to claim lump-sum damages in the amount of EUR 10,000.00 (in words: ten thousand euros). The supplier is at liberty to prove that we did not suffer any or only slight damage. If he is successful in proving this, we may only claim compensation for the actual damage suffered.

We reserve the right to claim verifiably higher damages instead of the lump-sum damages.

Proof of export

If a buyer based outside the Federal Republic of Germany (customer outside the territory) or his representative picks up the goods and transports or ships them abroad, the buyer must provide us with the proof of export necessary for tax purposes. If this proof is not provided, the buyer must pay the VAT rate of the invoice amount applicable for deliveries within the Federal Republic of Germany.