January 2005 issue
1. These General Terms and Conditions of Delivery and Payment shall apply to all - including future - contracts with entrepreneurs, legal entities under public law and special funds under public law concerning deliveries and other services including
of contracts for work and services. In the case of drop shipments, the conditions of the price list of the commissioned supplier plant shall apply in addition. The buyer's terms and conditions of purchase shall not be recognised even if we do not expressly object to them again after receipt.
2. Our offers are subject to change. Verbal agreements, promises, assurances and guarantees made by our employees in connection with the conclusion of the contract shall only become binding upon our written confirmation.
3. The information, drawings, illustrations, technical data, descriptions of weights, dimensions and services contained in the documents belonging to the offer are non-binding unless they are expressly designated as binding in the order confirmation.
4. In case of doubt, the Incoterms in their latest version shall be decisive for the interpretation of trade terms.
5. The "Buyer" within the meaning of these Terms and Conditions shall also be the "Purchaser" in the case of contracts for work and services.
1. The prices are net cash ex our company plus freight and value added tax at the respective legally valid rate.
2. If our cost prices increase for reasons over which we have no control (e.g. official measures) or if freight, duties or fees are introduced or increased after conclusion of the contract, we shall be entitled - even in the case of freight-free and/or duty-paid delivery - to change the price accordingly.
3. The basis for calculation shall be the determined weights including packaging, insofar as this is customary in the industry.
4. For contract orders, the price is calculated on the basis of the quantity delivered to us.
1. Unless otherwise agreed or stated in our invoices, the purchase price is due immediately after delivery without discount and is to be paid in such a way that we can dispose of the amount on the due date. The costs of payment transactions shall be borne by the buyer. The buyer shall only be entitled to a right of retention and a right of set-off insofar as his counterclaims are undisputed or have been legally established.
2. If the payment deadline is exceeded or in the event of default, we shall charge interest at a rate of 8% points above the base rate, unless higher interest rates have been agreed. We reserve the right to claim further damage caused by default.
3. The buyer shall be in default at the latest 10 days after the due date and receipt of the invoice/payment schedule or receipt of the service.
4. If it becomes apparent after the conclusion of the contract that our claim for payment is jeopardised by the buyer's lack of ability to pay, we shall be entitled to the rights under § 321 BGB (German Civil Code) (plea of uncertainty). We shall then also be entitled to declare due all claims not subject to the statute of limitations from the current business relationship with the buyer. Furthermore, the defence of uncertainty extends to all other outstanding deliveries and services from the business relationship with the buyer.
5. An agreed cash discount always relates only to the invoice value excluding freight and presupposes the complete settlement of all due liabilities of the buyer at the time of the cash discount.
1. Our delivery obligation is subject to correct and timely self-delivery, unless the incorrect or delayed self-delivery is our fault.
2. Information on delivery times is approximate. Delivery periods shall commence on the date of our order confirmation and shall only apply on condition that all details of the order are clarified in good time and that all obligations on the part of the purchaser are fulfilled in good time, e.g. provision of all official certificates, provision of letters of credit and guarantees or payment of deposits.
3. The time of dispatch ex works or ex warehouse shall be decisive for compliance with delivery periods and dates. They shall be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.
4. Events of force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up period. Force majeure shall be deemed to include all circumstances that make delivery significantly more difficult or impossible for us, such as, for example, currency and trade policy measures or other sovereign measures, strikes, lockouts, operational disruptions (e.g. fire, machine or roller breakage, shortage of raw materials or energy) as well as obstruction of transport routes, irrespective of whether these circumstances occur at our premises, at the supplier's works or at another upstream supplier.
5. If we are in default, the buyer may withdraw from the contract after expiry of a reasonable period of grace granted to us insofar as the goods have culpably not been reported as ready for dispatch by the expiry of the deadline.
6. The buyer shall unload immediately and properly. If we assist, this shall be without legal obligation and liability for slight negligence shall be excluded.
1. All goods delivered shall remain our property (reserved goods) until all claims, in particular also the respective balance claims to which we are entitled within the scope of the business relationship have been settled (balance reservation). This shall also apply to future and conditional claims, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims. This reservation of balance shall finally expire upon settlement of all claims still outstanding at the time of payment and covered by this reservation of balance.
2. Treatment and processing of the goods subject to retention of title shall be carried out for us as manufacturer in the sense of
§ 950 BGB , without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by the buyer, we shall be entitled to co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No. 1.
3. The buyer may only sell the goods subject to retention of title in the ordinary course of business under his normal terms and conditions of business and as long as he is not in default, provided that the claims from the resale pursuant to nos. 4 to 6 are transferred to us. He is not entitled to dispose of the reserved goods in any other way.
4. The claims from the resale of the reserved goods, together with all securities which the buyer acquires for the claim, are already assigned to us now. They serve as security to the same extent as the reserved goods. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods sold. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us.
5. The buyer is entitled to collect claims from the resale. This authorisation to collect shall expire in the event of our revocation, but at the latest in the event of default in payment, non-redemption of a bill of exchange or application for the opening of insolvency proceedings. We shall only exercise our right of revocation if it becomes apparent after the conclusion of the contract that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the documents required for collection.
6. An assignment of claims from the resale is not permitted unless it is an assignment by way of genuine factoring which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Upon crediting of the factoring proceeds, our claim shall become due immediately.
7. The buyer must inform us immediately of any seizure or other interference by third parties. The purchaser shall bear all costs which have to be incurred in order to cancel the seizure or to return the reserved goods, insofar as they are not reimbursed by third parties.
8. If the buyer defaults on payment or does not honour a bill of exchange when it is due, we are entitled to take back the goods subject to retention of title and, if necessary, to enter the buyer's premises for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardised by the buyer's lack of ability to pay. Repossession does not constitute withdrawal from the contract. The provisions of the Insolvency Code shall remain unaffected.
9. If the invoice value of the existing securities exceeds the secured claims including ancillary claims (interest; costs or similar) by more than 50% in total, we are obliged to release securities of our choice at the request of the buyer.
1. Grades and dimensions shall be determined in accordance with the DIN/EN standards or material sheets applicable at the time of conclusion of the contract or, in the absence of such, in accordance with commercial practice. References to standards, factory standards, material sheets or test certificates as well as information on qualities, dimensions, weights and usability are not assurances or guarantees, nor are declarations of conformity, manufacturer's declarations and corresponding marks such as CE and GS.
2. The weighing carried out by us or our sub-supplier shall be decisive for the weights. Proof of weight shall be provided by presentation of the weighing slip. As far as legally permissible, weights can be determined without weighing according to standards. The surcharges and deductions customary in the steel trade in the Federal Republic of Germany (commercial weights) shall remain unaffected. The numbers of pieces, bundles etc. stated in the dispatch note are non-binding for goods invoiced by weight. Unless individual weighing is customary, the total weight of the consignment shall apply in each case. Differences compared to the calculated individual weights shall be distributed proportionately among them.
3. Weight determinations can only be objected to on the basis of official reweighing immediately after delivery. Weight deviations within the limits of error of the measuring instruments (+/- 1.2 %) cannot be objected to.
1. If acceptance has been agreed, it can only take place in the supplying plant or our warehouse immediately after notification of readiness for acceptance. The personal acceptance costs shall be borne by the buyer, the material acceptance costs shall be charged to him in accordance with our price list or the price list of the supplying plant.
2. If the acceptance is not carried out, not carried out in time or not carried out completely through no fault of our own, we are entitled to dispatch the goods without acceptance or to store them at the expense and risk of the buyer and to charge him for them.
1. We determine the shipping route and means as well as the carrier and freight forwarder.
2. Goods reported ready for dispatch in accordance with the contract must be called off immediately, otherwise we are entitled, after issuing a reminder, to dispatch them at our discretion at the expense and risk of the buyer or to store them at our discretion and to invoice them immediately.
3. If, through no fault of our own, transport by the intended route or to the intended place in the intended time becomes impossible or substantially more difficult, we shall be entitled to deliver by another route or to another place; the additional costs incurred shall be borne by the buyer. The buyer shall be given the opportunity to comment beforehand.
4. The risk, including the risk of seizure of the goods, shall pass to the buyer for all transactions, including carriage paid and free domicile deliveries, when the goods are handed over to a forwarding agent or carrier, but no later than when they leave the warehouse or the delivery plant. We shall only provide insurance on the instructions and at the expense of the buyer. The obligation and costs of unloading shall be borne by the buyer.
5. The goods are delivered unpacked and not protected against rust. If customary in the trade, we deliver packaged. In our experience, we provide packaging, protective and/or transport aids at the buyer's expense. They will be taken back at our warehouse. We do not assume the buyer's costs for the return transport or for the buyer's own disposal of the packaging.
6. We are entitled to make partial deliveries to a reasonable extent. Customary excess and short deliveries of the concluded quantities are permissible.
1. In the case of call orders, goods reported ready for dispatch must be called off immediately, otherwise we are entitled, after issuing a reminder, to dispatch them at our discretion at the expense and risk of the buyer or to store them at our discretion and to invoice them immediately.
2. In the case of contracts with continuous delivery, call-offs and grade splitting for approximately equal monthly quantities shall be given to us; otherwise we shall be entitled to make the determinations ourselves at our reasonable discretion.
3. If the individual call-offs exceed the contractual quantity in total, we shall be entitled but not obliged to deliver the excess quantity. We may charge for the excess quantity at the prices valid at the time of the call-off or delivery.
1. Defects in the goods must be reported in writing immediately, at the latest seven days after delivery. Material defects that cannot be discovered within this period even with the most careful inspection must be reported in writing immediately after discovery, at the latest before the expiry of the agreed or statutory limitation period, with immediate cessation of any processing.
2. After performance of an agreed acceptance of the goods by the buyer, the notification of material defects that were detectable during the agreed type of acceptance shall be excluded.
3. In the event of a justified notification of defect in due time, we may, at our discretion, remedy the defect or deliver a defect-free item (subsequent performance). In the event of failure or refusal of subsequent performance, the buyer may reduce the purchase price or withdraw from the contract after setting and unsuccessful expiry of a reasonable deadline. If the defect
not considerable, he shall only be entitled to the right of reduction.
4. If the buyer does not immediately give us the opportunity to convince ourselves of the material defect, in particular if he does not immediately provide the goods complained of or samples thereof upon request, all rights due to material defects shall lapse.
5. In the case of goods that have been sold as declassified material, the purchaser shall not be entitled to any rights arising from material defects with regard to the stated reasons for declassification and those that he must normally expect. In the case of the sale of 2a material, our liability for material defects is excluded.
6. Samples, specimens, analysis data and other information about the quality or dimensions of the goods are non-binding framework information, unless they are expressly guaranteed.
7. In the case of orders for the processing of material provided, we accept no liability for the quality of the material supplied or for its processability. Mandatory liability under the Product Liability Act remains excluded from this.
8. We shall only assume expenses in connection with subsequent performance if they are reasonable in the individual case, in particular in relation to the purchase price of the goods. We shall not assume expenses incurred because the sold goods have been consumed at a location other than the buyer's registered office or branch unless this would be in accordance with their contractual use.
9. The buyer's rights of recourse according to § 478 BGB remain unaffected.
1. We shall only be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and tort - including for our executive employees and other vicarious agents - in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time of conclusion of the contract.
2. These limitations do not apply in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardised, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb and health and also not if and insofar as we have fraudulently concealed defects in the item or guaranteed their absence. The rules on the burden of proof remain unaffected by this.
3. Unless otherwise agreed, contractual claims which the buyer has against us on the grounds of or in connection with the delivery of the goods shall become statute-barred one year after delivery of the goods. This period shall also apply to such goods which are used for a building in accordance with their usual manner of use and have caused its defectiveness. This shall not affect our liability for intentional and grossly negligent breaches of duty or the limitation of statutory rights of recourse. In cases of supplementary performance, the limitation period shall not start to run again.
1. The place of performance for our deliveries is our company in Sarstedt.
2. The place of performance for the buyer's payment obligation is Sarstedt.
3. The place of jurisdiction is Hanover, insofar as this is legally permissible. We may also sue the buyer at his place of jurisdiction. Irrespective of the amount in dispute, we are entitled, insofar as legally permissible, to bring an action before the local court.
4. All legal relations between us and the Buyer shall be governed by German non-uniform law, in particular the BGB/HGB, as a supplement to these Terms and Conditions. The provisions of the Convention of 11 April 1980 on Contracts for the International Sale of Goods shall not apply.
1. In the event of the ineffectiveness of one of these provisions, we shall be entitled to replace the ineffective provision with an effective provision whose economic success corresponds as far as possible to that of the ineffective provision.
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