Terms and conditions

1. Offer

The documents belonging to the offer e.g. illustration, drawings, informations about weight and measurements etc. are to be regarded as approximate only, unless they are specifically designated as binding. On documents such as cost estimates, drawings, and others (especially on documents marked as confidential in electronic format) the supplier reserves ownership and copyright; they must not be made available to third parties. The supplier is obligated to make documents available to third parties, which are marked as confidential, only upon approval of the purchaser.

2. Scope of delivery

For the scope of delivery the order acknowledgement in written form of the supplier is decisive. In case of offer from the supplier containing temporal binding and acceptance on due date of the offer this will become binding if no order acknowledgement has been made available in time. Collateral agreements and changes have to be confirmed by the supplier in written form.

3. Price and payment

1. The prices mentioned in our order acknowledgement are decisive plus statutory value-added tax. In case of increase of prices of feedstock or wages between conclusion of contract and delivery of more than 10% we are entitled to increase the purchasing price accordingly. Any customs duties, inspection fees, exchange rate compensation and any other fees and charges required under public law shall be borne by the purchaser.
2. Packaging costs we will charge for separately at cost price.
3. Invoices are, unless specified differently, are due to payment immediately.
4. Payment with bills of exchange and changes shall be made on account of performance. We are entitled to reject payment with bills of exchange. If a purchaser does not fulfill the obligation of payment, especially using bills of exchange and changes, or does not continue to pay, or if we become aware of circumstances, which are suitable to decrease the purchaser’s creditworthiness, we are entitled to declare that the remaining debt be due for payment, even if we accepted payment with bills of exchange and changes. Furthermore we are entitled to insist on payment in advance.
5. If the payment terms are not met, we shall be entitled to bill interest at 5% above the base interest rate acc. to §1 DiskontÜberleitungs-Gesetz. We reserve the right to claim higher damages in the event of payment default. The contracting party shall be at liberty to prove that no damage, or not this amount of damage, has been caused by default. The provisions of § 353, German Commercial Code shall remain unaffected.
6. The purchaser is only allowed to offset its claims against our claims, if its counterclaim is uncontested or has been confirmed by a final court judgement.

4. Delivery date

1. The delivery date mentioned in our order acknowledgement is decisive. The fulfilment of the delivery time requires punctual reception of all documents, approvals and authorizations to be delivered by the purchaser as well as the compliance with all agreed-on supplementary conditions and other obligations. Are these requirements not fulfilled punctual, the delivery time will extend at length of the delay.
2. The delivery date shall be regarded as fulfilled, if the operationally ready shipment is delivered for shipment or is collected. If the delivery is delayed because of reasons attributable to the purchaser, the delivery time is fulfilled with notification of readiness for shipment during delivery time.
3. Force majeure of any kind, strike, inability through no fault of our own or our suppliers as well as delayed delivery of substantial resources through no fault of our own oblong the delivery time by the duration of the delay. Is delay longer than one month, the purchaser is entitled to terminate the contract. In this case the purchaser is not entitled to assert claims for damages.
4. Is the delivery time not fulfilled caused by reasons other than mentioned in 3 the purchaser shall grant us a reasonable additional period of time to fulfill the delivery.
5. Is shipment or delivery delayed on demand of the purchaser, we are entitled to calculate cost of storage at 0.5% of the invoice amount at the beginning of every month, starting one month after we announced readiness for shipment. The storage costs shall be limited to 5% of the invoice amount unless we prove that higher costs have accumulated.
6. Partial delivery is possible. At custom-made products in the field of technical glass a greater quantity of 10% (at least 1 piece) are considered as agreed
7. Redemption of valves in standard designs shall take place on the basis of an agreement in written form. The value will be credited minus the costs of revision. These costs of redemption are usually 40% of the order value but at least 250,00€. Additional costs of tests and revision will be issued for an invoice. Every redemption shall be free delivery. The following products will not be credited: Individual parts, spare parts, accessories and products that have been discountinued.

5. Transfer of risk and reception

1. The risk will be transferred to the purchaser at the least at the moment of shipment of the delivery, even if the delivery is a partial delivery or the supplier has agreed to perform other services such as taking care of the costs of delivery, taking care of the delivery itself or the installation.  Upon request and the expense of the purchaser the supplier shall assure the delivery against theft, damage, damage during transportation, fire or water damage or other risks the delivery can be assured against.
2. Is the delivery delayed because circumstances that can be attributed to the purchaser, the risk shall be transferred to the purchaser upon the day of readiness of shipment. The supplier however is obligated to assure the delivery on request and on the expense of the purchaser.
3. The purchaser shall take delivery of the supplied goods, even if they are slightly defective, regardless of the rights arising from section VII.

6. Retention of title

1. The supplier shall retain ownership of the delivery item until receipt of all payments arising from the delivery contract.
2. The supplier is entitled to assure the delivery items on the expense of the purchaser against theft, damage, fire-, water- or other damages, if the purchaser does not verify that the goods are already assured by the customer.
3. The purchaser shall neither pledge or assign by way of security the delivery objects. In the event of the attachment as well as confiscation or any other intervention on the part of third parties the supplier has to be made aware immediately.
4. If the purchaser acts in a way contrary to the contractual obligations, in particular in the event of a default in payment, the supplier shall be entitled to take back the goods after notice is given and the purchaser is obliged to hand them over to the supplier.
5. The purchaser is entitled to process and sell the goods subject to retention of title during a regular business transaction, for as long as he is not in default. Neither pledge or assign by way of security is permissible. The claims arising out of the onward sale or another legal ground (insurance, unlawful act) with regard to the goods subject to retention of title are hereby assigned now by the purchaser to the supplier to the full extent, for the sake of precaution. The supplier shall authorize the purchaser revocable to recover in his own behalf the debts assigned to the supplier for his invoice. This authority to collect may only be withdrawn if the purchaser does not fulfil his payment obligations accordingly.
6. In the event of recourse by third parties to retained goods, particularly attachments, the purchaser shall point out our title of the supplier und make the supplier aware of this situation immediately, so that the supplier can assert his property rights. In case that the third parties are not able to reimburse judicial or extrajudicial costs arising, the purchaser is liable.

 7. Liability for defects in the consignment

For defects of a delivery, including the lack of guaranteed features, liability of the supplier only guaranteed, with the exception of further claims, without prejudice to section IX, 4 as follows:

1. All parts which within 6 months from delivery prove to be unserviceable or whose serviceableness proves to be not insignificantly impaired due to circumstances occurring before the risk was passed – and in particular due to design deficiencies, poor materials or deficient workmanship – will, whichever we at our reasonable discretion and choice deem fit, be remedied or replaced free of charge. The purchaser has to make the supplier aware of any obvious defects within a period of one week upon receipt of the goods in written form;  otherwise the assertion of warranty claims is excluded. The timely dispatch shall be sufficient to observe the deadline. The purchaser shall notify the seller in writing of any such defect without delay. Replaced parts shall become the supplier’s property.

If the dispatch, setting up or the initial operation are delayed for reasons for which the supplier does not bear the responsibility, warranty shall expire within 12 month after transfer of risk.

For material procured components the supplier’s liability will be restricted to the cessation of his liability claims, due to him from the supplier of the procured component.

2. The purchaser´s right to assert his claims on grounds of default is subject to the statute of limitations after 6 months from the time of
   
   notifying the defect in due time, but no sooner than after expiry of the warranty of quality.
3. No warranty is given for damage resulting from any of the following causes: Unsuitable or improper use, improper installation or improper initial operation by the purchaser or third parties, natural wear, improper careless or negligent handling, unsuitable operating materials, replacement materials, faulty installation, chemical, electrical, electrochemical or other influences or other requirements agreed (obligation resulting from a contract) if these are not attributable to the supplier.
4. The purchaser, subject to agreement with the supplier, must give the necessary time and opportunity for performance of all repairs and replacement deliveries as reasonably seen fit, otherwise the supplier shall be released from liability for defects. Only in urgent cases of jeopardy to the operational safety and to prevent disproportionate damage, whereby the assembly firm must be notified immediately, or if the assembly firm is in arrears with the remedy of the defect, shall the purchaser be entitled to carry out the repair himself or to have it repaired by a third party, and to charge the necessary costs to the supplier.
5. The supplier carries the direct costs created by the repair or replacement delivery – insofar that the complaint has proven
   
   to be justified – the costs for the replacement part including the shipment as well as the appropriate costs for removal and installation, plus, in case this can be demanded in the situation of the individual case can be justifiably demanded, the costs for any required provision of his construction workers and assistants. In all other cases the purchaser shall bear the costs.
6. The warranty period for the replacement part and the repair will be three months, but no less than the original warranty period offered for the delivered object. The termination for the defect liability for the delivery item is extended by the duration caused by the operational interruption due to the rectification.
7. In case of changes or repair work conducted by the purchaser or third parties without consent of the supplier the liability for resulting consequences shall be released.
8. The purchaser shall have no further claims and in particular shall not be entitled to compensation for loss or damage other than the loss or damage of the goods supplied. This exclusion of liability shall not apply in the case of intent, gross negligence of the owner or of executives and culpable violation of essential contractual obligations.

In case of culpable breach of essential contractual duties, the supplier is liable apart from the cases of deliberate acts and gross negligence of the owner or chief executive officer only for reasonably foreseeable damages typical of contracts.

This liability disclaimer also does not apply in cases of liability for according to German product liability law injury or damage to property from privately used objects resulting from defects in the delivered goods. It shall also not apply in case of absence of characteristics that are expressly promised if the promise has directly served to safeguard the purchaser against damage that has not arisen in the delivery item itself.

8. Liability for subsidiary obligations

Where the goods supplied cannot be used by the purchaser as provided for in the contract due to the supplier’s fault and as a result of nonperformance or faulty execution of proposals and/or consultations, before or after conclusion of the contract, or of any other contractual subagreements, and instructions for operating and maintaining the goods supplied in particular, the foregoing provisions contained in § 7 and § 9 shall apply accordingly to the exclusion of further claims by the Purchaser.

9. Purchaser’s right of revocation, rescission and other supplier‘s liabilities

1. The purchaser shall be entitled to terminate the contract if the whole agreed performance becomes permanently impossible by the supplier before transfer of risk. The same shall apply in case of an inability of the supplier to perform. The purchaser may also withdraw from the agreement if in case of an order of items of the same type, execution of a part of the delivery becomes impossible in terms of quantity and the supplier has a justified interest in refusing a partial delivery; if this is not the case, the purchaser may curtail the return service accordingly.
2. If performance default exists within the meaning of section IV of the terms and conditions of delivery and the purchaser grants the supplier in default a reasonable extension of time with the express declaration that it will refuse to accept performance after the expiry of this period and the time extension is not complied with due to the supplier being at fault, the purchaser shall be entitled to withdraw.
3. If the impossibility occurs during the default of acceptance or due to the purchaser being at fault, the purchaser shall be obliged to render a counterperformance.
4. The purchaser shall also have the right to cancel the contract if through our fault we fail within a reasonable additional period allowed to us to make remedy or to provide a replacement for a defect as defined in these terms and conditions and for which we are responsible. The purchaser’s right to cancel the contract shall also apply in other cases of failure to perform repairs or substitute deliveries on our part.
5. All further claims by the purchaser shall be excluded, and in particular for termination or price reduction, and for compensation for damages of whatever type, including for such damage as has been caused to items other than the supplied item itself.

This exclusion of liability shall not apply in the case of intent, gross negligence of the owner or of executives and culpable violation of essential contractual obligations.

In case of culpable breach of essential contractual duties, the supplier is liable apart from the cases of deliberate acts and gross negligence of the owner or chief executive officer only for reasonably foreseeable damages typical of contracts.

This liability disclaimer also does not apply in cases of liability for according to German product liability law injury or damage to property from privately used objects resulting from defects in the delivered goods. It shall also not apply in case of absence of characteristics that are expressly promised if the promise has directly served to safeguard the purchaser against damage that has not arisen in the delivery item itself.

9. Jurisdiction and applicable law

In the case of disputes arriving from the contractual relationship, if the purchaser is a fully qualified merchant, a legal person under public law or a special fund under public law, action is to be raised at the court that is competent for the supplier’s head office. The supplier is also entitled to raise action at the purchaser’s head office

German law under exclusion of the UN Sales Convention is exclusively valid.

Status of: 02/2015