General terms of sale and delivery

I. General

The following terms and conditions shall apply exclusively to all transactions. Terms and conditions contrary or differing to the above or any other restrictions on the part of the purchaser will not be recognised, unless the vendor has explicitly agreed to them in writing.

II. Offer

1. Illustrations drawings, colours, details of weights and dimensions given in price lists or other printed materials are only there as a guideline, and thus not definitively deemed as binding. The Supplier reserves the right to property and copyright on estimates drawings and other documents; these may not be passed on to third parties.

2. The Client shall also have complete responsibility for ensuring that no documents passed to the Supplier are in breach of any commercial copyrights of third parties. The Supplier shall share plans designated by the Client as confidential with third parties only with the latter’s agreement.

III. Quantity of supply

1. The Supplier’s written confirmation of the order shall be authoritative for the quantity of supply. Should our confirmation in any way differ from the order, contact us immediately. Otherwise we will supply according to our delivery note. We will not recognise complaints on these grounds. Deliveries in part are permissible. The Supplier shall make the master available only at an additional cost.

IV. Excess Deliveries, Short Supplies, Make and Hold Orders

1. Excess deliveries and short supplies are permissible within a margin of 10%.

2. Make and hold orders must be completed within six months. They shall be charged at the Supplier's respective valid price.

V. Prices and Payment

1. Unless specifically agreed otherwise, our prices are quoted ex-works, including shipping, but specifically excluding packaging. Prices do not include value added tax, which is levied at the statutory rate. Orders where a fixed price is not specifically agreed upon in advance shall be charged at the valid price on the day of supply. Should any substantial change arise in the costs relating to the order (e.g. salaries, materials, fuel) then the agreed price may be adjusted accordingly in line with the effects of these factors.

2. Unless specifically agreed otherwise, payment must be made within 30 days of date of invoice, and free of any deductions, to the Supplier's bank account. This shall also apply in the case of partial deliveries.

3. Neither the withholding of payments nor the offsetting of any of the Client’s counterclaims that are disputed by the Supplier shall be permitted.

4. Cheques will only be accepted by previous agreement, without liability for acts protest and on condition of their eligibility. All fees will be charged from the day the amount invoiced is due. Notwithstanding the above we reserve the right to return cheques and require payment in cash should circumstances require this. In the case of late payments interest charges at the rate of 5% above the basic rate will be charged.

VI. Delivery Time

1. Delivery times are approximate. Period of delivery starts from the sending of confirmation notice. Delivery period is deemed adhered to if at the time of expiry the goods have left the warehouse or notice of readiness for shipment has been given. The period for delivery will be extended appropriately in the case of industrial unrest, in particular strikes, lockouts or in the case of unforeseen circumstances beyond the control of the Supplier where it can be shown that such circumstances have had considerable influence on the manufacturer or supply of the goods. This also applies of course when such circumstances affect subcontractors. Neither will the Supplier be held responsible for the circumstances outlined above if they occur during a delay already on-going. The Supplier shall inform the Client about the onset and end of such delays as soon as possible. Should the Client decide that an extension is not reasonable, then he/she shall have the right to withdraw from the contract, where this has not yet been fulfilled. Should this prove not to be possible due to the above mentioned circumstances, then the Supplier may withdraw from the contract where this has not been fulfilled.

2. Claims for damages by the Client in this and all other cases of late delivery, even after expiry of a deadline set by the Client for the Supplier, are excluded. This shall not apply in cases of mandatory liability to malice or gross negligence.

3. A condition of fulfilment of the Clients contractual obligations shall be the adherence to the deadline for supply.

VII. Retention of Property

1. The Supplier shall retain ownership of the property until all claims made against the Client as a result of the contract including all demands arising in the future, whether from contracts signed at the time or later, have been settled. This shall apply whether the Supplier makes claims individually or records them all in one invoice and the balance is withdrawn and acknowledged. In the case of action on the part of the Client contrary to the contract, in particular delays in payment, the Supplier shall be entitled to reclaim the goods after setting an appropriate deadline. A repossession as well as arrestment of the goods by the Supplier shall only apply where the Verbraucherkreditgesetz or Consumer Credit Act does not, and withdrawal from the contract shall only apply where the Supplier has expressly declared this. In the case of arrestment or other interventions by third parties the Client must inform the Supplier in writing immediately.

2. The Supplier shall be entitled to resell the goods in ordinary business. The Client then shall relinquish all claims to the value of the goods subject to retention of title that the Client has accrued against the purchaser or third parties. The Client shall be authorised to collect these debts even after relinquishment, as long as he/she remains faithful to the terms of the contract and has not gone bankrupt. This, however, shall not affect the right of the Supplier to collect these same debts. However the Supplier shall commit to not calling in the debt where the Client fulfils his/her duty of payment to the Supplier in a proper manner and has not filed for bankruptcy. Otherwise, after setting an appropriate deadline, the Supplier can require that the Client pay the relinquished claims and that the latter advises his/her debtors, gives notice of all debts to be paid, distributes the necessary documentation and informs the debtor of the assignment of debt.

3. Should the relinquished claims against third party debtors be recorded in a current account, then the respective balance - claim including the closing balance – must be paid in a single payment.

4. Where goods subject to retention of title are processed or redesigned, even if together with other objects not belonging to the Supplier, then the Supplier shall have joint property rights to the new object at the time of processing. The rights to the new product developed as a result of this processing shall apply just as to the rights to goods subject to retention of title.

5. The Supplier shall commit to releasing available securities if the invoice value of the goods subject to retention of title exceeds the claims to be secured, where these have not been settled, by more than 20%.

6. Should payment of the price trigger an obligation for the Client the retention of property including any agreed special forms and any other payment securities shall not be annulled prior to payment of the bill by the Client.

VIII. Liability for Material Defects and Defects of Title

The Supplier shall be liable as follows irrespective of X.3, and excluding all other claims:

1. All those parts that show a material defect as a result of circumstances arising prior to transfer of risk, are free of charge using reasonable discretion of choice. These defects must be reported to the Supplier immediately and in writing as soon as they are discovered.

2. Rights to make claims for material defects -- regardless of for whatever reason - expire after 12 months. This shall not apply in the case of defects in the building or in the case of materials for a building, and these in turn having caused the material defect in the building. Likewise in divergence from Paragraph 1, the statutory time limits in the case of claims under the Produkthaftungsgesetz or Consumer Protection Act, as well as in the case of wilful or malicious actions.

3. No liability will be assumed for damages arising as a result of the following:
unsuitable or improper use, faulty assembly by the Client or third parties, natural wear and tear, faulty or careless treatment, chemical or electrical influences where these are not the fault of the Supplier.

4. Replaced parts become the property of the Supplier.

5. The Supplier shall not assume any liability for the consequences of improper changes or alterations carried out, for example, by the Client or third parties.

6. Any further claims on the part of the Client, in particular claims for compensation for damages that have not arisen as a result of goods supplied themselves shall be permissible only:

• with intent
• gross negligence
• in the case of injury to life, body or health
• in the case of a material breach of contractual obligations to the extent that the

achievement of the aims of the contract are endangered, regarding the foreseeable damage typical for the contract.
• In cases where liability under the Consumer Protection Act applies
• in cases where defects were maliciously concealed or where the Supplier gave a guarantee that said defects were not present Apart from in the above cases, liability is excluded. In addition, the following shall apply in cases of Defects of Title:

7. unless otherwise agreed the Supplier shall provide consignments free from trademark rights and rights under copyright of third parties within the country. Should a breach of trademark rights occur despite this, the Supplier shall obtain the appropriate user rights from the third party or modify the goods to be supplied to the extent that the breach of trademark rights no longer applies. Where it is not possible for the Supplier to achieve this at appropriate or reasonable conditions, both the Client and the Supplier shall have the right to withdraw from the contract.

8. Where a defect of title does exist, the provisions of this Section VIII shall apply appropriately whereby the Client shall only have the right to claims if the latter informs the Supplier immediately and in writing of possible claims being made by third parties, neither directly or indirectly recognises an act of infringement, all opportunities for defence remain open to the Supplier without any restrictions, the breach of law is not based on the allegation that the Client has altered or used the goods supplied in some other way not in accordance with the contract or the defect of title is due to an instruction issued by the Client.

IX. Liability for Secondary Obligations

If through the fault of the Supplier the goods cannot be used in accordance with the purposes of the contract, as a result of prohibited or faulty implementation of suggestions made or advice received either prior to or after having concluded the contract or other contractual secondary obligations, then the provisions under Sections

VIII and X shall apply respectively to the exclusion of all further claims.

X. The Client's Right to Withdraw and Right to Abatement, Other Supplier Liabilities

1. Should a delay in supply arise in the sense of Section VI and the Client set the Supplier an appropriate new deadline and this new deadline is still not adhered to then the Client shall be entitled to withdraw from the contract.

2. The Client shall have the right to withdraw from the contract if the Supplier lets an appropriate deadline for amendments or replacement supplies relating to a material defect lapse. The Client’s right to withdraw from the contract shall also apply in other cases of failed attempts at rectification of defects or replacement supplies on the part of the Supplier. Where the defect is not substantial the Client shall be entitled only to a reduction in price.

3. Any further claims on the part of the Client shall exist only in the cases as outlined under Section VIII, 6. Furthermore, further claims, in particular for cancellation or alleviation as well as compensation for damages that did not arise from the product itself, shall be excluded.

4. Personal liability of the statutory representatives, staff and agents of the Supplier for damages caused by them during their business activities on behalf of the Supplier shall only apply in the case of intent. Other than that, personal liability is excluded.

XI. Cost of Tools

1. In general only a proportional part of the cost of tools, separate from the value of the goods, will be charged.

2. The Client shall not gain a claim to the tools by payment of the proportion of the costs of these; rather, they remain property and possessions of the Supplier. The Supplier shall commit to storing the tools for the Client for one year after the last delivery. Should the Client let it be known prior to expiry of this time that orders will be placed for a further year, then the storage period will be extended by a further year. After this time and in the absence of further orders we will then make the tools freely available for use.

3. Regarding the costs of tools for contracts that were not carried out, the following shall apply: for contracts that were annulled in the developmental stage or initial stages the Supplier shall charge for any costs incurred. Invoicing shall be as follows:

• prior to release of the master the costs for the first toolkit
• after release of the master, depending on the amount of the intended monthly

costs, the costs of the whole array of the toolkit, special facilities and instructions.

4. The tools started to be made and invoiced shall remain for viewing for 4 weeks, after which time they will be scrapped.

5. The Client shall not gain sight of sequence of operations drawings or destruction diagrams of the tools

XII. Old Goods

Responsibility for the removal of old parts and other items no longer usable shall rest with the Client. As far as statutory provisions determine anything to the contrary, the Client shall commit to reaching an appropriate agreement with the Supplier regarding disposal. It should be assumed that the contracting parties make use of the duty of disposal of third parties.

XIII. Returns, Refunds and Fees for Return to Storage

All returns to the Supplier must be “free”. In the case of recognised refunds the transport costs will be refunded in the form of a “freight-free” replacement delivery. In the case of returns or wrong deliveries where the Client is at fault, fees for returning the goods to storage will be charged a rate of 15% of the net value of the goods.

XIV. Court of Jurisdiction, Applicable Law

Place of fulfilment for all obligations arising out of this contract shall be Huckeswagen. The court of jurisdiction for all legal disputes arising out of this contract shall be the district court in Wipperfürth and the Land Court in Cologne. German law shall apply (German Civil Code and Code of Commercial Law).

Stand: May 13, 2014

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