TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS OF SALE
These terms and conditions of business apply to all quotations, agreements, deliveries and services provided to the Purchaser. Other conditions shall only
be deemed to be binding if we recognise them in writing. If we supply goods to the Purchaser, this shall not be construed as acceptance of alternative terms.
Verbal assertions by our representatives or employees must be confirmed in writing.
2. Conditions of delivery:
Our quotations are subject to change. Orders shall only be considered to have been accepted when we acknowledge them in writing. This acknowledgement shall be deemed to be authoritative for the substance of the supply contract. Documentation, drawings and illustrations shall form part of the offer. Technical data, references to standards and information in our advertising materials
only constitute assurances that the goods have particular characteristics when expressly indicated as such. Variances between the goods supplied and our quotations, samples, tests and preliminary deliveries are permitted in accordance with the applicable International standards, other relevant technical standards and within customary industry tolerances.
The Purchaser must pay the price that is applicable on the day of delivery. Our prices are ex works excluding VAT, duties, freight costs, shipping, packaging, insurance, etc. The Purchaser must bear these extra costs even if they are not separately stated on the invoice. We can offer delivered prices if required.
We will choose the appropriate type of packaging. The transportation packaging will be charged at cost.
Shipment is always for the account and at the risk of the Purchaser unless otherwise agreed in writing. The risk shall remain that of the Purchaser even if, exceptionally, we assume the costs of transport. Unless otherwise agreed, we will specify the means of transport and the route, but this does not mean that we are responsible for selecting the quickest and lowest cost option. Special requests on the part of the Purchaser (e.g. accelerated shipment, special packaging, use of a specific transport company) will be respected where possible and any additional costs incurred will be charged to the Purchaser. Risk passes to the Purchaser as soon as we transfer the goods to the carrier.
6. Lead time:
Agreed lead times are always only approximate, however they are given in accordance with our best judgement. The delivery date shall be deemed met when the goods leave the manufacturer’s premises or upon notification of readiness for shipment. Should it not be possible to meet the delivery date due to circumstances beyond our control, such as natural disasters, war, civil unrest, force majeure, energy shortages or industrial action by our employees or those of our manufacturers, then the lead time shall be automatically extended by the duration of such circumstances. Should the situation continue for longer than three months, either party to the contract shall be entitled to withdraw. At the Purchaser’s request we must state whether we shall withdraw or deliver the goods within a reasonable period of time to be determined by us. We
cannot be held liable for compensation for late delivery resulting from ordinary negligence. Notifications of defects and complaints regarding recognisable defects or recognisably incomplete or inaccurate deliveries must be provided to us in writing immediately, and no later than 7 days after receipt of the goods. We must be notified in writing of any other defects as soon as they are discovered. If we do not receive notification of complaints or defects in the stated period, the delivery shall be deemed to have been accepted. If we do receive notification within the stated period, the Purchaser’s rights shall be in accordance with the terms of the warranty. Goods may only be returned with our agreement. If we are not given the opportunity to satisfy ourselves that there is a fault with the goods, in particular if we are not provided with the goods that are subject to the complaint or a sample of them on request, then no claim can be made against us for defects.
Our warranty covers assured characteristics and freedom from defects in accordance with the current best engineering standards. We reserve the right to make alterations to the design or construction of the goods in line with the characteristics that are warranted by our quotation and this shall not constitute grounds for complaint. Warranted characteristics must always be specified or confirmed by us in writing. If the delivered goods are faulty the Purchaser is only entitled to require that they be rectified. We have the right to replace the goods instead of rectifying
them. If defects cannot be remedied by rectification or replacement the customer may withdraw from the contract or demand a reduction in the contract price. The Purchaser shall not be entitled to claim for damages in the event of a culpable infringement of the duty to rectify the goods, nor indeed for damages that may arise from belated rectification in cases of ordinary negligence. The Purchaser is only entitled to request that he be released from the contract or that the contract price be reduced. There shall be no exclusion of entitlement to damages if an assured characteristic of the goods supplied is missing or faulty. Parts that have been replaced shall become our property. We cannot accept any responsibility for damages that arise as a result of improper or incorrect shipment, faulty assembly or commissioning by the Purchaser or a third party, alterations and additions that have not been specifically authorised by us,
natural wear and tear, faulty or negligent usage by the Purchaser or a third party, improper storage, climatic effects, the goods being used for another purpose other than that intended, or if generally accepted and common rules are not adhered to etc. The Purchaser must allow us the necessary time and opportunity to rectify or replace the goods; otherwise we shall be released from our obligations in respect of the defect. We may refuse to rectify or replace goods if the Purchaser has not fulfilled all of his obligations relating to the defective part of the
goods. We cannot accept any liability for consequential damages, i.e. for damage to other legally protected property belonging to the Purchaser, or for loss of profit etc., except to the extent to which we would be liable for such consequential damages arising from a lack of or defect to an assured characteristic of the goods.
8. Other claims:
Claims for damages on the part of the Purchaser, no matter what the cause in law, in particular claims arising from tort, manufacturer’s liability, faulty counsel, positive violation of contractual duty, any claims based on liabilities at the time of entering into the contract, and impossibility of performance are excluded for ordinary negligence. This exclusion of liability does not apply to strict liability; in particular it does not apply to the absence of assured characteristics and for product defects pursuant to the Product Liability Act.
9. Retention of Title:
Goods delivered by us shall remain our property until payment has been received in full. Drafts and cheques shall only be considered as payment after they have been redeemed. If the Purchaser processes or transforms the goods on which we have reserved title he shall not be entitled to claim that the new items are his property. If the goods on which we have reserved title are processed together with other items that do not belong to the Purchaser, we shall acquire joint ownership of the new item in proportion to the value of the goods on which we have reserved title in relation to the processed items. The Purchaser hereby undertakes to cede to us his claims from the resale of the goods on which we have reserved title, including where the goods have
been processed. Provided that the Purchaser honours his payment obligations to us, we undertake not to collect on the claims that have been ceded to us. The Purchaser is, however, obliged to provide us with details of the third party debtor and to notify this third party of the act of transfer. He is entitled to collect on the claims himself unless we instruct him otherwise.
If the existing security by retention of title exceeds the claim being secured by 25% we will, at our discretion, release those deliveries for which payment has been received in full. This also applies to all goods that have been supplied by us – including those that have already been paid for in full – but which are still in stock, until all of our outstanding claims for payment against the Purchaser have been satisfied. The Purchaser may sell the goods on which we have reserved title in the ordinary course of his business, unless he has defaulted on or ceased to make payments to us. He may not pledge the goods or transfer their title for the purpose of securing a debt. If goods on which we have retained title are seized, we must be notified immediately by means of the bailiff’s return (copy). If claims already exist against third parties resulting from damage to or destruction of goods that have not yet been paid for in full, then the Purchaser undertakes now to cede his pecuniary claims arising from this to us. If the Purchaser sells the goods, he undertakes now to cede to us until all of our claims have been met in full, the rights and all ancillary rights and securities that are due to him from his buyers resulting from the sale. If the receivables of the Purchaser arising from the resale of the goods on which we have reserved title are placed in an open account, then he undertakes now to cede to us his pecuniary claim in the amount of the acknowledged balance, and namely in the amount of our claim against the Purchaser. The Purchaser warrants that he shall in all cases cooperate in obtaining authorisations from the authorities or other formalities should they be required. The Purchaser may collect the receivables that have been ceded to us, unless he has defaulted on or ceased to make payments to us.
If specific measures must be undertaken by us when delivering abroad in order to ensure the effectiveness of the retention of title as mentioned above or the other rights that are indicated there, or if the law of the importing country does not permit a retention of title, but does permit the seller to reserve other rights over the delivery item, then we will exercise all of these rights, and this shall be done at the Purchaser’s cost. If an equivalent safeguarding of our claims against the Purchaser cannot be achieved in this way, the Purchaser is obliged, at his own cost, to make other securities for the goods supplied or other collateral available.
Our invoices are payable within 30 days net from date of invoice unless otherwise agreed in writing. This also applies to invoices for repairs. Payments will always be allocated to the oldest outstanding invoice first. The Purchaser may only offset those outstanding amounts that are not disputed or that are final and binding. All payments are to be made to us without deducting charges. Bank, discount and collection charges shall be borne by the Purchaser even
without express agreement. Payments by bank draft require our prior consent.
If the period of credit is exceeded we have the right to charge interest in the amount of 3% p.a. above the European Central Bank’s rate and not less than 8% p.a. from this time and without issuing a specific demand, provided the Purchaser cannot demonstrate that the loss is below this level. Further claims on our part remain unaffected. In all events we are entitled to demand at least the statutory interest rate. If a considerable worsening in the Purchaser’s financial situation takes place after the order has been placed, or if such a situation is only made known to us after the order has been issued, then we are entitled to require either payment in advance or a security deposit at our discretion. Payments may then only be made to ourselves or to persons who are expressly authorised in writing or who have legal authority to collect. We reserve the right to transact orders from customers with whom we are unfamiliar on a cash on delivery basis.
11. Place of execution, jurisdiction and applicable law:
The United Kingdom of Great Britain and Northern Ireland (U.K.) is deemed to be the place of jurisdiction for deliveries, services and payments, as well as for all disputes relating to drafts or cheques. We also reserve the right to file suit in the Purchaser’s place of business. All dealings between the Purchaser and our company, including foreign partners, shall be governed by U.K. law to the exclusion of international law governing commercial sales.