General terms and conditions of business
1. price setting:
Our offers are not binding. Unless otherwise agreed in writing, prices are quoted – ex factory – excluding packaging for immediate confirmation. Increases in freight charges as well as any other new government charges that may be levied shall be borne by the buyer.
Our calculated prices for repeat orders are not binding. All prices are exclusive of the statutory value added tax (VAT) applicable on the day of delivery. This will be invoiced separately for domestic deliveries.
2. packaging will be charged at the lowest price. In the case of domestic deliveries, railway boxes are taken back in good condition at two thirds of the invoiced value if returned immediately and free of charge.
3. placing of order:
Orders to travelers and representatives are only binding when they have been accepted by us. We reserve the right to change prices or discounts for accepted orders, if the conditions for granting them prove to be incorrect.
4. Illustrations, dimensions and performance data generally correspond to the articles listed, but deviations are expressly reserved. Indications of weight, printing and typing errors as well as errors in the calculation, price and discount information are not binding.
Deviations from the quantities ordered are conditional because such deviations cannot always be avoided for technical reasons. Catalogues, price lists and drawings remain our property and can be reclaimed by us at any time.
Shipment is always ex factory at the risk of the customer, even if carriage paid delivery has been agreed and the transport insurance is covered by us at the customer’s expense. We will not provide compensation for breakage and damage in transit. Transport insurance shall only be covered upon express request.
In the absence of a specific regulation, shipment shall always be made at our best discretion; we shall not assume responsibility for the cheapest transport.
In the case of franco or fob delivery to be agreed upon separately, we shall only assume the pure freight costs to the exclusion of any other ancillary expenses such as insurance, customs, customs charges and the like. In this case, we also reserve the right to have the goods shipped ex works, deducting the freight costs from the invoice, so that the buyer must present the freight costs.
The acceptance of the goods must take place after completion. Delivery times, which are given by us, are always approximate and non-binding. Late delivery therefore does not release the purchaser from taking delivery of the goods ordered. Any claims for delayed delivery cannot be made.
Custom-made products can under no circumstances be taken back.
Deliveries abroad: In the case of franco or Fob, C+F, Cif delivery to be agreed upon separately, we shall only accept the pure freight costs to the exclusion of any other ancillary expenses such as insurance, customs, customs charges and the like. Furthermore, in the case of cif sales, we are not obliged to insure against special risks such as reprisals, war, mine and torpedo risks.
6. terms of payment:
Payments are to be made in cash or check according to the respective special agreements. Bills of exchange are only accepted in exceptional cases. Any obligation for timely presentation and protest or withdrawal is not accepted.
Deliveries abroad are subject to a special payment agreement.
Bank interest will be charged for amounts which are not paid after the expiry of the payment period. A notice of default is not required for this. In the case of bills of exchange at secondary locations or abroad, we do not assume any liability for lack of formal correctness or timely presentation.
If payment is made by cheque or bill of exchange, it shall not be deemed to have been made until it has been honoured; otherwise the costs of collection, discount charges and interest shall be charged to the customer. No special proof of these expenses is required.
In any case, payments shall only be made directly to our company and may only be made to any other person upon presentation of a special power of attorney for collection and receipt. In case of disregard of this regulation, the buyer is liable for any resulting disadvantages. Partial deliveries are subject to payment in accordance with the agreement.
In the event of unsatisfactory information, unauthorised deductions, non-compliance with our terms of payment, changes in the customer’s circumstances, death, dissolution or change of company, suspension of payments, etc., we reserve the right to demand security without further ado or to refuse delivery, but the buyer shall not be released from his obligation to accept delivery.
7. the right of ownership remains irrevocably reserved until the purchase price has been paid in full. Until payment has been made to the purchaser by the third party purchaser, the purchaser’s claim is deemed to have been assigned to us. The delivered goods may neither be pledged nor assigned as security before full payment has been made. We must be informed immediately in the event of seizure by a third party; the buyer assumes the obligation to do so. All delivered goods remain our property until all our claims, in particular our balance claim, have been met, even if payments are made for specially designated claims.
Transformers: Treatment and processing of the reserved goods shall be carried out for us as the manufacturer within the meaning of § 950 BGB (German Civil Code) without any obligation on our part.
If the purchaser processes the goods with other goods not belonging to us, we shall be entitled to co-ownership of the manufactured item in the ratio of the value of our goods to the total of all invoice values of all goods used in manufacture. If our goods are mixed or combined with other objects and our ownership expires as a result, it is hereby agreed that the ownership or co-ownership rights of the buyer in the mixed stock or the uniform object shall be transferred to us to the extent of our invoice value of our reserved goods and that the buyer shall keep them in safe custody for us free of charge.
The buyer may only sell the reserved goods in the normal course of business. He is only entitled to resell the goods subject to retention of title under the condition that the claim from the resale is transferred to us. He is not entitled to dispose of the goods in any other way. The buyer’s claims arising from the resale of the reserved goods are hereby assigned to us, regardless of whether the reserved goods are sold without or after processing, mixing or combination or whether they are sold to one or more buyers. In the event that the reserved goods are sold by the purchaser 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. If the reserved goods are resold after processing, the assignment shall only apply to the amount of our co-ownership of the sold item.
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 from this contract is assigned to us in advance to the same extent. The buyer is entitled to collect claims from the resale until revocation by us, which is permitted at any time. Under no circumstances is the buyer authorised to assign the claim. At our request, he is obliged to inform his customers of the assignment to us and to provide us with the information and documents necessary for collection. If the value of the securities existing for us exceeds our claims by a total of more than 10%, we are obliged to release securities of our choice at the request of the buyer.
8. operational disruptions of any kind, inability to perform through no fault of our own, events of force majeure, strikes or lockouts, shortage of materials shall entitle us to cancel in whole or in part existing delivery obligations and those to be entered into under these circumstances and to be released from the obligation to deliver.
9. complaints will only be considered immediately after receipt of the goods. Claims for compensation for damages, wages, transport costs etc. are expressly rejected. Withholding of payments due to any counterclaims of the customer and offsetting is excluded. For such goods which have been demonstrably delivered defective as a result of material or manufacturing faults, replacement will be provided if a notice of defects is given in good time within a guarantee period of 12 months – unless otherwise agreed – against return of the defective items free of charge in the condition in which they were delivered. The supplier does not assume liability for any further damages (so-called consequential damages) (according to clause IX of the General Terms of Delivery of the Electrical Industry).
Normal wear and tear is not to be considered a manufacturing defect. A reasonable delivery time must be granted for such replacement deliveries. The factory’s liability is cancelled by unauthorised intervention in the goods, improper handling or incorrect connection. The buyer shall not be entitled to any other claims for defects of the goods, in particular those for dissolution of the contract or for price reduction, waiver of replacement delivery.
10. contractual obligation:
Unless other written agreements have been made and expressly confirmed by us, our terms and conditions shall be deemed to be legally binding and accepted by the purchaser, even if order forms etc. stipulate other terms and conditions and the purchaser does not specifically agree to the above terms and conditions. The contract remains binding even if individual points of its terms and conditions are legally invalid.
11. place of payment and performance is Laubach:
The place of jurisdiction for delivery and payment, also in the case of action on a bill of exchange, is the local court or regional court of Gießen.