OUR INQUIRY FORMS
VALIDITY OF THE CONDITIONS
1. Our deliveries and services are provided exclusively on the basis of these terms and conditions. Any deviating terms and conditions of the partner which are not expressly acknowledged by us shall not be valid.
OFFER AND CONCLUSION OF CONTRACT
2. Our offers are subject to change and non-
3. The information, drawings, illustrations and performance descriptions contained in catalogues, price lists or the documents belonging to the offer are approximate values customary in the industry, unless they have been expressly designated as binding in the order confirmation.
4. Unless otherwise stated, we are bound by the prices contained in our offers for 14 days from their date. The prices quoted in the order confirmation in euros plus the respective statutory value-
5. Unless otherwise agreed, prices are quoted ex works excluding freight, postage, insurance and packaging customary in the industry.
6. If a significant change in wage, material or energy costs occurs, each contracting party shall be entitled to demand an appropriate adjustment of the price taking these factors into account.
In the case of non-
7. The delivery period shall be considered as only approximately agreed. Even if a delivery period defined in terms of the calendar has been agreed, there is still no fixed trade transaction within the meaning of § 376 (1) HGB. For this purpose, the contractual partners must also agree that, for example, in the case of seasonal goods or advertising campaigns, the contract may be terminated without further effect by withdrawal if the delivery deadline is not met and, if we are at fault, damages for non-
8. We are not responsible for delays in delivery and performance due to force majeure and due to events which make delivery considerably more difficult or impossible for us -
9. The contracting parties are obliged to inform the other party immediately of the beginning and end of obstacles of the aforementioned nature.
10. Partial deliveries and partial services are, insofar as customary in the trade, permissible and will be invoiced separately. They are exceptionally inadmissible if partial performance of the contract is of no interest to the partner.
11. If subsequent changes to the contract by the partner affect the delivery period, this may be extended to a reasonable extent.
RETENTION OF TITLE
12. We reserve title to the delivered goods until all claims arising from the business relationship with the partner have been fulfilled.
13. The partner is entitled to sell these goods in the ordinary course of business as long as he fulfils his obligations from the business relationship with us in good time. However, he may neither pledge the reserved goods nor assign them as surety. He is obliged to secure our rights in the event of a credited resale of the reserved goods.
14. In the event of default in payment on the part of the partner, we shall be entitled, after setting a reasonable grace period, to demand the surrender of the reserved goods at the partner's expense, even without rescission.
15. All claims and rights from the sale of goods to which we are entitled to ownership rights are hereby assigned to us by the partner as surety. We hereby accept the assignment.
16. The partner has to inform us immediately about execution measures of third parties in the reserved goods, in the claims assigned to us or in other sureties, handing over the documents necessary for an intervention. This also applies to impairments of any other kind.
17. We shall release the sureties to which we are entitled according to the above provisions upon request of the partner to the extent that the realisable value of the goods delivered under retention of title exceeds the claims to be secured by more than 20 percent.
18. Wir stehen ein für einwandfreie Herstellung der von uns gelieferten Ware.
19. We shall not be liable for material defects resulting from unsuitable or improper use, faulty assembly or commissioning by the partner or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the partner or third parties without our consent. The same applies to defects which only insignificantly reduce the value or the suitability of the goods.
20. Unless otherwise agreed, the limitation period for claims for material defects shall be governed by law. It is agreed, the shortest possible statute of limitations according to the law.
21. The partner must give written notice of obvious defects immediately upon receipt of the goods at the place of destination, hidden defects immediately upon discovery of the defect.
22. In the event of a justified, timely notification of defects, we shall, at our discretion, either repair the goods complained about or deliver a faultless replacement.
23. If we do not meet these obligations or do not meet them in accordance with the contract within a reasonable time, the partner can set us a final deadline in writing within which we must meet our obligations. If this period expires without success, the partner can demand a price reduction, withdraw from the contract or have the necessary rework carried out by himself or by a third party at our expense and risk. If the rectification was successfully carried out by the partner or a third party, all claims of the partner shall be settled with reimbursement of the reasonable costs incurred by him. A reimbursement of costs is excluded if the expenses increase because the goods have been taken to another location after our delivery, unless this corresponds to the intended use of the goods. As a maximum we will refund the maximum amount of the item according to the invoice.
TERMS OF PAYMENT
24. Unless otherwise agreed, all invoices are due for payment without deduction within 30 days after delivery of the goods. If payment is made within 14 days of the invoice date, a 2% discount is allowed, unless the partner is in delay with the payment of claims. In the case of initial orders, delivery is always made against prepayment. In this case we allow 3% prepayment account.
25. If we have indisputably delivered partially defective goods, our partner is nevertheless obliged to make payment for the faultless part, unless the partial delivery is of no interest to him. For the rest, the partner can only set off against counterclaims that have become res judicata or are undisputed.
26. In the event of default, we shall be entitled to charge interest on arrears at the rate charged to us by the Bank for overdrafts, but at least 8 percentage points above the respective base interest rate.
27. In the event of delayed payment, we may, after notifying the partner in writing, suspend performance of our obligations until payment has been received.
28. Bills of exchange and cheques shall only be accepted by agreement and only on account of performance and on condition that they can be discounted. Discount charges are calculated from the due date of the invoice amount. A guarantee for the correct presentation of the bill of exchange and for raising a protest is excluded.
29. If the partner calls in a central settlement company, the invoice settlement discharging the debt shall not take place until payment has been credited to our account.
30. If it becomes apparent after conclusion of the contract that our claim for payment is endangered by the partner's inability to pay, we may refuse performance and determine a reasonable period of time for the partner to pay or provide security concurrently with delivery. If the partner refuses or the deadline expires unsuccessfully, we can withdraw from the contract and claim damages for non-
31. Sales and presentation aids, which are made available to the partner free of charge, remain our property and can be recalled at any time. During the use of the sales and presentation aids by the partner, every associated risk is transferred to him. He undertakes to equip the sales and presentation aids only with our goods and to compensate for any loss or damage for which he is responsible for.
32. Unless otherwise stated below, other and further claims of the partner against us are excluded. This applies in particular to claims for damages due to delay, impossibility of performance, culpable breach of secondary contractual obligations, fault upon conclusion of the contract and illegal action. We are therefore not liable for damage that has not occurred to the delivered goods themselves. Above all, we shall not be liable for loss of profit or other financial losses of the partner.
33. The above limitations of liability shall not apply if we caused the damage intentionally or through gross negligence or if we have violated essential contractual obligations. If we have violated an essential contractual obligation, we shall only be liable for reasonably foreseeable damage typical for the contract, up to a maximum of the invoice value.
34. Furthermore, the limitation of liability shall not apply in cases in which liability is assumed under the Product Liability Act for defects in the delivered goods for personal injury or property damage to privately used objects. It shall also not apply in the event of injury to life, body or health in the absence of warranted E properties, if and insofar as the purpose of the warranty was to protect the partner against damage which has not occurred to the delivered goods themselves.
35. The partner shall only have recourse claims against us insofar as the partner has not made any agreements with his customer that go beyond the statutory warranty claims. Section 23, last sentence, shall also apply mutatis mutandis to the scope of the recourse claims.
36. Insofar as our liability is excluded or limited, this also applies to the personal liability of our legal representatives and vicarious agents.
37. Unless expressly agreed otherwise in writing, the information underlying this contractual relationship shall not be deemed confidential.
APPLICABLE LAW, PLACE OF JURISDICTION, PARTIAL INVALIDITY AND TRANSFERABILITY OF CONTRACTUAL RIGHTS
38. The law of the Federal Republic of Germany applies to these terms and conditions of business and the entire legal relationship between the contractual partners. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG -
39. Our place of business shall be the place of jurisdiction for all legal disputes, also within the scope of a bill of exchange and/or cheque process, provided that the partner is a merchant, a legal entity under public law or a special fund under public law. We are also entitled to sue at the registered office of the partner.
40. Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of the remainder of the contract. In this case, the contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to the economic success of the invalid provision.
41. The mutual contractual rights may only be transferred by mutual consent.
42. If special tools, devices, etc. have been invoiced for custom-
ATTENTION WHEN TAKING BACK GOODS
In the event of damage in transit, please note that damage or loss must be reported to the carrier within 24 hours (mail items) and within 7 days (train/forwarding). Please check the shipment immediately for completeness and damage and make any complaints directly to the carrier (rail, parcel service, forwarding agent, etc.). Later complaints cannot be accepted. Complaints about quantities and defects will only be accepted within one week after receipt of goods. Returns may only be made after consultation with our responsible person in charge. The latter assigns a return number, which must be specified during the return. In the case of returns, please use the carrier (rail, parcel service, forwarding agent, etc.) who delivered the goods to you. In any case, the returns have to be made carriage paid, free to Radevormwald's address. If the above conditions are not met, we are not in a position to accept any complaints and will refuse to accept returned goods. In the case of complaints that are justified, the freight costs paid will, of course, be credited with the corresponding notification.