The terms of delivery and payment specified hereafter shall become effective immediately for all supplies and services delivered, unless expressly stipulated otherwise in writing. Our terms are exclusive, any other terms stated by the purchaser are void. The application of the Universal Law of Purchase, including the UN Law on Purchases, shall be excluded.
1. Offers and Prices
All offers are noncommittal as to prices and delivery possibilities as well as to delivery dates. The offers are subject to prior sale. Binding period for offers:our written confirmation in between 14 days is necessary. The prices are ex warehouse Braunschweig, plus applicable statutory turnover tax unless expressly stipulated otherwise. We are bound to the agreed price only 4 weeks and we reserve the right of implementing any necessary price increases.
2. Non-Acceptance of Goods
In the event of unjustified non-acceptance of goods, the costs incurred by us (10% of the sales price) are to be reimbursed, the purchaser remaining free to provide proof that the damaged suffered by us is inferior. It shall furthermore be considered as unjustified non-acceptance, if, in event of a somewhat prolonged date of delivery the purchaser refuses to accept the goods without prior cancelling his order. If, upon the planned delivery date and a reasonable extension of time for acceptance granted to the purchaser having expired, the purchaser refuses to accept the good we shall be entitled to either cancel the contract or claim damages for non-performance. There is no need to grant any extension of time if the purchaser seriously and definitely refuses acceptance, or if obviously is unable to pay the purchase price even within such extended time. We shall be entitled to claim damages in the amount of 10% of the purchase price. Such amount shall be higher of/or lower on our or the customer`s proving that the damage suffered was higher or lower.
3. Times of Delivery
All times of delivery and due dates given shall be noncommittal. Part deliveries are permissible. Unforeseeable obstructions to delivery such as force majeure, strikes, operational failure either in our works or in those of our suppliers, transport problems etc. shall entitle us to postpone delivery for the period of such obstruction plus an adequate time span or even to withdraw partly or entirely from the contract. If we are answerable for the non-performance of any binding term of delivery or for delayed delivery, the purchaser shall be entitled, thus excluding any further action, to claim damages for delay up to a total of ½ % for each completed week of the delay, but in no case more than a maximum of 5% of the invoiced value of the delayed deliveries and services. This provision shall not prejudice his right to cancel the contract in accordance with the legal provisions. Parts, which are temporarily out of stock, shall automatically be registered as arrears and be delivered within shortest.
The risk is transferred to the purchaser as soon as the goods have been handed over to the carrier or as soon as they have left our warehouse for dispatch. In the event of shipment abroad the International Delivery Conditions in accordance with Incoterms 1990 shall be applicable in addition to the present terms.
5. Packing Material
Packing material shall be charged separately.
6. Terms of Payment and Basis of Invoice
Unless otherwise agreed, the amount of invoice shall be payable notwithstanding possible quality complaints within fourteen days of invoice date without discount. After expiration of a 14 day period we shall be entitled to charge the customer an interest in the amount of 5 % above the current basis-rate of the European Central Bank. The basis-rate amounts to 2,5 % (status 09.12.1998) according to the “Diskontüberleitungsgesetz” (DÜG). Such interest rate shall be higher or lower if either we prove that we are charged a higher interest rate or the customer proves that the interest rate is lower. Payment shall not be considered as effected, unless the amount is at our disposal. In the event of payment by cheque, payment shall not be considered as effected unless the cheque has been honoured and unrestricted credited to our bank account.
If an invoicing is done in a currency other than German it will be done on the basis of the current Euro-rate of the day the account is placed, according to the “Tagesbriefkurs” of the official Frankfurt Quotation. In case of deviations of more than 5% on the day the payment is received we are authorized to make a recalculation. If the customer is in default of payment of any undisputed claim, or any obviously unfoundedly dispute claim, we shall be entitled to reimbursement by him of the damage so caused in the amount of no more than the costs charged by a licensed collecting agency for collection expenses, inclusive of any reasonable contingency fees, equalling comparable solicitor`s fees. This shall apply also in the event that the collecting agent fails and a lawyer`s advice is solicited to collect the outstanding accounts by judicial process. Any default interest due to us is payable by the customer also during the collecting agent`s activity until the full account has been recovered.
7. Reservation of Proprietary Rights
The goods delivered by us shall remain our property until the customer has fully paid any and all debts as of the contracting date, including the current account balance if any. Upon our request the customer shall be under an obligation to communicate to us the amount and location of the goods under reserved proprietary rights that he may still hold. In the event of attachment of goods, seizure or other types of pawnage by third parties the purchaser shall be obliged to point to our property and to advice us accordingly without delay. In the event the goods delivered have been processed by the purchaser along with other goods that are not our property we shall acquire a pro rate share in the property of the new product reflecting, at the time of processing, the value of our products in proportion to the other products processed along with ours. Otherwise, the same conditions shall apply to the new good as to the goods for which we reserve proprietary rights.
The purchaser`s accounts receivable from any resale, irrespective of whether our goods were processed or not, are surrendered to us as early as now. If the reserved good so described is resold along with other goods not purchased from us, the surrender of accounts receivable from such resale shall be limited to the amount of our delivery price. The customer shall have the right to collect accounts receivable form/ for resale unless countermanded by us, which we can do at any time. We shall, upon the customer`s request, release the collateral to which we are entitled to the extent that its value exceeds the value of the secured accounts receivable by more than 20%.
Complaints are to be made within eight days after receipt of the goods. In the event of justifiable quality complaints it is our choice to either repair the defects or to take the goods back by crediting the purchaser with the invoiced amount or to make gratuitous replacement within a reasonable time or to credit the purchaser with the sum corresponding to the depreciation of the goods. Any further claims arising from liability for defects shall be excluded. The same applies to any kind of damages unless they refer to the absence of a guaranteed property or in the event of intentional or grossly negligent breach of contract.
If any of our essential contractual obligations are violated, our liability shall be limited to the foreseeable damage. Parts which habe already been used, especially if they have been built in, are excluded from exchange.
9. Place of Performance and Jurisdiction
The place of performance and, as far as legally permissible, the sole place of jurisdiction for all disputes arising directly or indirectly from the contract, shall be Braunschweig. The German law applies to the contract.
In the event of one clause of the present terms being or becoming void, this shall not affect the validity of all other provisions or agreements.