Recognition of delivery conditions
All agreements and offers are based on our terms and conditions; they shall be deemed accepted by placing the order or accepting the delivery. Deviating terms and conditions of the customer which we do not expressly acknowledge shall not be binding on us, even if we do not expressly object to them.
All orders placed by us or our representatives are not legally binding until they have been confirmed by us in writing. Verbal agreements with us or our representatives are only valid after written confirmation.
Prices are ex works Essen, excluding packaging, insurance and any other expenses. Orders for which fixed prices have not been expressly agreed shall be invoiced at the list prices valid on the date of delivery.
If a substantial change in prices occurs, each contracting party may demand that the price be revised by negotiation.
All changes in the agreed foreign currency or in the exchange rate to the Euro occurring after the conclusion of the sale (date of order confirmation) shall affect the Purchaser.
Unless otherwise agreed, payments shall be made within 30 days of the invoice date.
For orders worth more than Euro 25.000,- the following terms of payment apply: 1/3 down payment after receipt of the order confirmation, 1/3 after completion of the delivery, 1/3 within 30 days after delivery, in each case without deduction.
Any warranty claims shall not give the Purchaser any right of retention. Set-offs with counter-claims are excluded.
In the event that the payment deadline is exceeded and in the event of default in payment, we shall charge interest on arrears in the amount of 2% above the respective Landesbank discount rate. Non-compliance with payment dates entitles us to retain goods to be delivered and to withdraw from the contract in whole or in part without setting a deadline.
In the case of deliveries to be called off, the day of notification of readiness for dispatch shall be deemed to be the day of delivery and invoicing. Partial deliveries will be charged immediately.
For deliveries abroad and to companies not known to us, special conditions to be agreed on a case-by-case basis shall apply.
We are not obliged to accept bills of exchange.
If, after conclusion of the contract, we become aware of circumstances which reduce the creditworthiness of the customer, we shall be entitled to subsequently change the terms of payment, to demand security or surrender of the delivered goods by way of security or to withdraw from the contract.
The delivery time specifications are approximate and non-binding. The delivery period shall commence on the date of dispatch of the order confirmation, but not before complete clarification of all details of execution and all other requirements to be fulfilled by the Buyer. The delivery time shall be deemed to have been complied with upon timely notification of readiness for dispatch if dispatch is not effected for reasons for which we are not responsible. In the event of premature delivery, this date and not the originally agreed date shall be decisive.
Partial deliveries are permissible. Call orders must be accepted within 12 months of the order at the latest. Correct and timely self-delivery is reserved. The delivery period shall be reasonably extended – even within a delay in delivery – in the event of unforeseen hindrances which we were unable to avert despite exercising reasonable care in the circumstances of the case – irrespective of whether such hindrances occurred at our premises or those of our subcontractors – e.g. operational disruptions, official interventions, industrial action, delays in the delivery of essential raw materials and building materials. The same shall apply in the event of a strike or lockout. We shall notify the customer of such obstacles without delay.
The buyer can demand a declaration from us as to whether we wish to withdraw from the contract or deliver within a reasonable period of grace. If such a declaration is not made, the purchaser may withdraw from the contract. The agreed delivery time shall be extended, without prejudice to our rights arising from default on the part of the purchaser, by the time by which the purchaser is in arrears with his obligations towards us. If we are in default, the purchaser may withdraw from the contract after setting a reasonable grace period to the extent that work has not yet begun.
All new or increased specifications introduced by legal or other measures during the negotiation of the order or after the conclusion of the transaction, whereby the goods are in any way directly or indirectly burdened, shall be borne by the Buyer, even in the case of retroactive effect.
Transfer of risk, shipping and freight
If the goods are sent to the Buyer at the Buyer’s request, the risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer upon their delivery to the party commissioned by us to ship the goods, but no later than upon their leaving the factory or the warehouse, irrespective of whether the shipment is made from the place of performance and who bears the freight costs. If the goods are ready for shipment and the shipment or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the Buyer upon receipt of the notice of readiness for shipment.
In the event of a sale by delivery to a place other than the place of performance, we shall provide proper and appropriate packaging if the goods cannot be transported unpacked due to their nature.
The shipment itself shall be at the expense and risk of the Purchaser, even if carriage paid delivery has been agreed. Therefore, we are not liable for any loss or damage of the goods during transportation.
It is the responsibility of the recipient of the goods to report such defects, even if they are only discovered when unpacking the shipment, to the transport company (forwarding agent, railroad, post, etc.) within the respective prescribed period.
Complaints regarding the object, quantity and condition of the goods, which are demonstrably not due to transport damage and which are also not covered by warranty, must be reported to us immediately, at the latest within one week of receipt of the goods.
Unless the buyer makes a special provision, the shipping route, transport and means of protection are left to our choice, excluding any liability. The object of purchase shall in any case be insured only at the request and expense of the Buyer.
Goods reported ready for shipment must be called off immediately, otherwise we are entitled to store them at our discretion at the expense and risk of the buyer.
Retention of title
The delivered goods remain our property until full payment of all claims arising from the business relationship between us and the buyer. The inclusion of individual claims in a current invoice as well as the drawing of a balance and its recognition shall not affect the retention of title. Payment shall be deemed to have been made only upon receipt by us of the equivalent amount.
The purchaser is entitled to resell the goods subject to retention of title in the normal course of business; however, he is not permitted to pledge or assign them as security. The purchaser is obliged to secure our rights when reselling goods subject to retention of title on credit.
The Buyer hereby assigns to us any claims arising from the resale of the goods subject to retention of title; we accept this assignment. Notwithstanding the assignment and the right of collection to us, the purchaser shall be entitled to collect as long as he meets his obligations to us and does not suffer a financial collapse. At our request, the purchaser shall provide us with the information on the assigned claim required for collection and notify the debtors of the assignment.
Any processing or treatment of the reserved goods shall be carried out by the buyer on our behalf without any obligations arising for us. In the event of processing, combination, mixing or blending of the reserved goods with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new item in proportion to the value of the reserved goods to the other processed goods at the time of processing, combination, mixing or blending. If the purchaser acquires sole ownership of the item, the contracting parties agree that the purchaser shall grant us co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title and shall store them for us free of charge.
If the reserved goods are resold together with other goods, regardless of whether without or after processing, combination, mixing or blending, the advance assignment agreed above shall only apply to the value of the reserved goods that are resold together with the other goods.
The purchaser must inform us immediately of any compulsory execution measures by third parties against the reserved goods or the claims assigned in advance, handing over the documents necessary for an intervention.
We undertake to release the securities to which we are entitled in accordance with the above provisions at our discretion at the Buyer’s request to the extent that the value exceeds the claim to be secured by 20%.
Weights and quantities
The weights and quantities specified by us shall be decisive for the calculation. Dimensions and weights contained in our illustrations, drawings, catalogs and written documents are approximate. Subject to change without notice. Deviations in the number of pieces are permissible up to 10% more or less compared to the order.
Warranty, liability and notice of defects
Complaints due to incomplete or incorrect delivery or complaints due to recognizable defects must be made in writing as soon as possible, at the latest one week after delivery.
If complaints or notifications of defects are not made in due time, the delivery shall be deemed to have been approved. In the event of timely notification, we undertake to provide warranty in accordance with the following section.
After fulfillment of the agreed terms of payment, we shall be liable for verifiable parts justifiably objected to the exclusion of further claims as follows:
We guarantee defect-free material and defect-free production for each part manufactured by us, which is operated under the technical conditions known to us at the time of placing the order. The warranty period is 18 months after commissioning and normal use, but no longer than 24 months and begins on the day of delivery. Natural wear and tear and damage caused by improper handling, such as overloading, incomplete maintenance, accidents, defective construction work, unsuitable building ground, improper operation, climatic, chemical, electrical or other influences such as aggressive media and other material-destroying influences are excluded from the warranty. The same applies to consequential damage resulting from the operation of a defective system. The warranty period also expires if a unit is modified within the warranty period.
For all commercial parts or other third-party products used by us, including drives (electric, pneumatic or hydraulic), we only assume warranty insofar as this complies with the warranty provisions of the individual manufacturing companies. The purchaser shall, after consultation with us, give us the necessary time and opportunity to carry out all repairs and replacement deliveries which we deem necessary in our reasonable discretion, otherwise we shall be released from our liability for defects.
All services and deliveries made by us within the warranty period shall be subject to a charge, and all defective parts shall be returned immediately free to us or to the place to be designated by us for inspection. After inspection, if the warranty obligation is accepted, a credit note will be issued for the cost of the replacement part. Further obligations do not arise for us. Conversion, reduction or compensation cannot be demanded. If the defective parts have not arrived at the return destination at the latest 4 weeks after the replacement delivery has been made, the warranty claim will expire.
Models, model plates and equipment manufactured or procured by us on behalf of the purchaser shall remain our property even if model costs are charged, unless otherwise agreed in writing.
If the purchaser sends drawings or provides information for models to be produced or procured by us, he shall be responsible for the execution of the documents provided by him in such a way as to ensure that they are suitable for the intended purpose.
The purchaser may assert claims against us based on copyright or industrial property rights in respect of models sent in and manufactured or procured on his behalf to the extent that he has informed us of the existence of such rights and expressly reserves them.
The models are stored at the risk of the owner.
Place of performance, place of jurisdiction and applicable law
The place of performance for all obligations arising from the contractual relationship is Essen. The place of jurisdiction for all legal disputes arising from the contractual relationship and its formation and effectiveness shall be Essen or, at our discretion, the buyer’s place of business.
The contractual relationship is subject to the law of the Federal Republic of Germany.