Business transactions between the customer and our company shall be governed exclusively by the following Terms and Conditions of Sale. Any deviations are subject to our express written confirmation. Any other terms and conditions stated on any documents of the customer shall not apply.
Offers are always subject to change and non-binding. Offers ex warehouse are subject to prior sale. An obligation to deliver shall only exist when the order has been confirmed by us in writing. Goods ordered on call must be accepted within the agreed period and paid for as agreed. If no call-off period has been agreed, acceptance must take place within 6 months of confirmation of the order or presentation of the reference sample. We are entitled to make partial deliveries without agreement and to invoice these separately.
Prices are ex works excluding packaging, unless a different delivery method has been expressly agreed. Prices are calculated on the basis of current material and labor costs. In the event of significant changes, the prices valid on the day of delivery shall be charged. In the absence of agreements to the contrary, we shall not take back packaging. The costs of packaging shall be invoiced by us at cost price. If the return of packaging is agreed, it must be free of charge for us. Shipment is at the expense and risk of the buyer. Prices are quoted in EURO. In the case of orders in other currencies, the purchaser is obliged to compensate us immediately for any exchange rate fluctuations to our disadvantage.
Payments must be made by agreement and completely free of charge for us. Representatives are not authorized to collect payments. If the due date is exceeded, we shall charge interest on arrears at 2% above the discount rate of the national central bank. In addition, we reserve the right to charge all other resulting costs such as increased bank charges, etc. If we deem it appropriate to deviate from the usual conditions due to the occurrence of an unfavorable change in the financial situation of the buyer or for other reasons, we shall be entitled to determine new terms of payment, demand securities or withdraw from the order. Under the same circumstances and in particular if the settlement of due items is not carried out in accordance with the conditions, all our claims shall become due immediately even in the event of deferral. The withholding of payments due to any claims or counterclaims of the buyer is excluded, as is the offsetting of goods ready for shipment, which will be charged in the absence of shipping instructions and must then be paid as agreed. We shall store such goods at our discretion either at our premises or at the premises of our forwarding agents for the account and at the risk and expense of the purchaser.
Retention of title: The goods shall remain our property until the purchase price has been paid in full, including all ancillary claims, in particular all collection and representation costs and bank charges, and in the case of payments by bill of exchange or check until the countervalue has been received, and this shall also apply to our other claims arising from the entire business relationship. In this respect, all deliveries, including future deliveries, shall be regarded as a single contract, so that retention of title shall continue to exist as long as any invoices, cost and interest claims have not yet been settled. The delivered goods may neither be pledged nor transferred by way of security. The buyer must notify us immediately of any seizures by third parties and provide the assistance necessary to safeguard all rights. The buyer shall bear the costs of intervention. In the event of suspension of payment, he must also notify us of the existing stocks. If our goods are combined with another item, the buyer hereby assigns to us his ownership rights to the combined goods. In the event of the resale of our goods, the purchaser's claim against the third party shall be transferred to us as soon as it arises, without the need for a special act of transfer. At our request, the buyer must send us a precise list of the claims transferred to us at any time and inform his customers of the assignment to us. We have the right to collect these claims in our own name and to satisfy ourselves from the amounts received until the total outstanding claims have been covered. The excess amount shall be transferred to the buyer.
Delivery times: The delivery times stated by us are non-binding. We hereby expressly reject any fixed dates prescribed by the purchaser. Claims for damages of any kind, penalties for delay, etc. are expressly rejected. In the event of a delay in the delivery, cancellation can only be demanded after a reasonable period of grace, but not compensation. Events of force majeure shall entitle us to cancel the delivery obligation in part or in full. Events of force majeure include, but are not limited to Mobilization, war, disruption or cessation of operations, strike, shortage of raw materials or workers at our suppliers, traffic disruptions, official measures, etc., which impede, delay or make impossible the manufacture or procurement of the goods. We reserve the right to deliver in all cases.
If parts etc. are supplied according to special proposals, drafts or drawings, the warranty shall be limited to the fact that the parts supplied have been executed in accordance with these documents. No warranty is given for suitability for the purpose intended by the customer or for other purposes, unless special agreements have been made.
Press molds, other tools, etc. shall always remain our sole property, even if tool costs are borne by the customer in whole or in part. Under no circumstances can the customer claim the return of press molds, tools, etc. If the customer has only made a contribution to the costs or if these costs have been assumed by us in full, we shall be entitled to the difference or the full amount of the mold and tool costs immediately if the customer does not accept the ordered goods for any reason whatsoever or if the orders or repeat orders promised do not materialize. There is no entitlement to repayment or agreed costs under any circumstances. Tool and mold costs as well as costs for subsequent changes are to be paid net without deduction in cash immediately after invoicing. Modification costs shall not be amortized under any circumstances, even if amortization has been agreed for the molds and tools concerned. We do not assume any obligation to accept repeat orders.
Supplied parts are to be delivered with a surcharge for any rejects in such quantities, in such suitable condition and in such good time that rational production is possible. Any additional costs incurred by us due to late or insufficient delivery shall be borne by the customer. We shall be entitled to resume production interrupted as a result only after other orders have been completed.
Complaints of any kind regarding weight, quantity, quality etc. must be made within 8 days of receipt of the goods at the latest. Rejected goods must be returned on request. We shall, at our discretion, either issue a credit note or supply a replacement within a reasonable period of time for items that are proven to be defective. We expressly reject any further claims, e.g. compensation for damages, penalties for delay, etc.
Outturn samples: The unconditional approval of outturn samples by the customer shall exclude subsequent complaints, provided that the delivered items correspond to the approved outturn samples.
Industrial property rights: If we have to deliver items according to drawings, models or samples provided to us by the customer or according to other specifications, the customer shall guarantee to us that the manufacture and delivery of the items does not infringe the industrial property rights of third parties. If a third party prohibits us from manufacturing and supplying items made according to drawings, models or samples of the customer by invoking an industrial property right belonging to him, we shall be entitled, without being obliged to examine the legal situation, to discontinue the manufacture and supply and to demand reimbursement of the costs incurred, to the exclusion of all claims for damages by the customer. The customer shall pay compensation for all direct or indirect damages incurred by us from the infringement and from the assertion of any industrial property rights and shall pay a reasonable advance on request for any legal costs.
Export orders: The above provisions shall also apply to foreign orders. The law applicable in the Federal Republic of Germany shall apply. Should the legislation of the ordering country make it difficult to transfer the purchase price to us or should the value date of this country fall, we shall be entitled to refuse delivery without liability for damages or to demand a corresponding amendment to the terms of purchase and delivery periods. All disputes arising out of the present contract shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
The place of performance for delivery and payment is the registered office of the company. The place of jurisdiction shall be the Memmingen Local Court up to a value in dispute of EURO 2,000.00, beyond that the Memmingen Regional Court.