General terms and conditions of business

Updated on 12/09/2015

I. Scope

  1. The following terms of sale apply exclusively to all contracts for the delivery of goods concluded between the buyer and ourselves. They also apply to all future business relationships, even if these have not been expressly agreed yet. Deviating terms of the buyer that we have not expressly accepted are not binding for us, even if no express objection is raised against them. The following terms of sale also apply, if we fulfil a customer order in the knowledge of contradictory or deviating terms without reservation.
  2. All agreements about the execution of the purchase contracts reached between the buyer and ourselves are recorded in writing in the contracts.
  3. Our terms of sale only apply to enterprises in terms of Section 310 para. 1 German Civil Code (BGB).

II. Offer and conclusion of contract

  1. An order placed by the customer shall constitute an offer to conclude a purchase contract, and can be accepted by us within two weeks by sending an order confirmation or by dispatching the ordered products within the same period.
  2. Our offers are non-binding and non-committal, unless expressly declared as binding by us.
  3. We reserve the ownership and title, copyrights and all other intellectual property rights of all images, calculations, drawings and other documents. The buyer may only transfer these to a third party with our written consent, irrespective of whether they have been marked as confidential by us.

III. Terms of Payment

  1. Our prices are ex works without packaging, unless provided otherwise in the order confirmation. The statutory VAT is not included in our prices. VAT is itemised separately in the invoice at the rate applicable on the date of the invoice.
  2. A discount is only permissible, if a specific written agreement on such a discount exists between the buyer and ourselves. The purchase price is due and payable net (without deduction) immediately after receipt of the invoice by the buyer, unless the order confirmation provides different payment terms. A payment is only considered paid when we are able to dispose of the amount. In the case of payments via cheque, the payment is only considered paid, once the cheque has cleared.
  3. If the buyer is in arrears with a payment, the statutory provisions shall apply.
  4. The buyer is only entitled to set-off, if the counter claims are declared final and absolute by a court, recognised by us, or indisputable, even if complaints or counter claims are filed. The buyer is only authorised to exercise any right of retention, if his counter claim is based on the same contractual relationship.

IV. Delivery date and time of performance

  1. Delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding representations. The lead time specified by us only commences after all technical questions have been clarified. Moreover, the buyer must fulfil all obligations incumbent upon him in a due and proper manner and in due time.
  2. If the underlying purchase contract is a sale to be performed at a fixed point in time in terms of Section 286 para. 2 no. 4 German Civil Code (BGB) or Section 376 German Commercial Code (HGB), we shall be liable pursuant to the statutory provisions.  The same shall apply if the buyer is entitled to assert the discontinuance of its interest in the further performance of the contract due to a delay in delivery for which we are answerable. In this case, our liability shall be limited to the foreseeable damage that typically occurs, unless the delay in delivery is based on a deliberate infringement of the contract answerable by us; however, we shall also be held accountable for any fault of our representatives or agents. We shall also be liable to the customer in the event of a delay in delivery pursuant to the statutory provisions, if the delay in delivery is based on a deliberate or grossly negligent infringement of the contract answerable by us; whereby we shall also be held accountable for any fault of our representatives or agents. Our liability shall be limited to the foreseeable damage that typically occurs, unless the delay in delivery is based on a deliberate infringement of the contract answerable by us.
  3. If a delay in delivery answerable by us is based on any culpable infringement of a contractual obligation that is essential in facilitating the due and proper performance of the contract in the first place and the observance of which the buyer regularly trusts and is entitled to expect, whereby we shall also be held accountable for any fault of our representatives or agents, we shall be liable pursuant to the statutory provisions subject to the proviso that the liability for compensation in this case is limited to the foreseeable damage that typically occurs.
  4. Otherwise, the buyer is entitled to assert liquidated damages at a rate of 3% of the value of the delivery for each completed week of the delay in delivery, however no more than a total of 15% of the value of the delivery.
  5. Any further liability for a delay in delivery answerable by us is excluded. Other statutory claims and rights to which the buyer is entitled in addition to his right to compensation due to a delay in delivery answerable by us shall remain unaffected.
  6. We shall be entitled to perform partial deliveries and partial performances at any time, insofar as is reasonable for the customer.
  7. If the buyer is in delay of acceptance, we shall be entitled to demand compensation for any damage or additional expenditure incurred. The same shall apply, if the buyer culpably infringes his obligations to cooperate. Upon the occurrence of delay of acceptance or arrears in payment, the risk of accidental deterioration and accidental loss shall pass to the buyer.

V. Passing of risk - shipment/packaging

  1. Loading and shipment take place uninsured and at the buyer’s risk. We shall make every effort to take into consideration the customer’s wishes and interests in regard to the type and method of shipment; any extra costs incurred thereby – even if freight-free delivery has been agreed – shall be borne by the buyer.
  2. We do not accept returns of transport and other packaging material except pallets. The buyer shall dispose of all packaging at his own expense.
  3. If the shipment of the goods is delayed on request or due to an act or omission of the buyer, we shall store the goods at the buyer’s expense and risk. Our notification that the goods are ready for shipment shall be deemed to constitute shipment.
  4. At the buyer’s request and cost, we shall procure transport insurance for the shipment.

VI. Reporting of defects and warranty claims

  1. Defect claims of all kinds, including those concerning the absence of assured characteristics, must be submitted to us in writing, with full details of the grounds of the claim, within eight days of the goods arriving at their destination. Concealed defects must be reported as soon as they are detected.
  2. Goods giving rise to complaint must immediately be made available for fault inspection. We reserve the right to carry out on-site inspections of items giving rise to complaint. We shall refund the cost of despatching such items to us, provided we then recognise our responsibility for the defect concerned, or if such responsibility is established legally.
  3. We shall be entitled, in the event of justified complaint and at our discretion, to rectify the defect or supply a replacement. All further claims are hereby excluded.
  4. The customer may withdraw from the agreement if such repair or replacement fails even after a reasonable period of grace has expired. The same shall apply if repair or replacement is not possible.
  5. All further claims are hereby excluded. The warranty expires after twelve months, counted from receipt of the goods concerned.
  6. The customer is aware that, for technical reasons, rollers cannot be refurbished on repeated occasions. If the order is limited to the refurbishment and/or repair and recoating of existing rollers, all warranty liability is excluded if the item had already been submitted twice by the time the order was confirmed. The customer has been expressly notified to this effect.

VI a.

  1. Liability for loss and damage is otherwise limited to misrepresentation and gross liability. This shall also apply to breaches of duty on the part of appointed legal agents and representatives.
  2. The customer undertakes to issue notification, before entering into the agreement, of any special risks, atypical possibilities of loss and damage and unusual circumstances giving rise to damage.
  3. None of the limitations on liability shall apply to claims arising from death, personal injury or damage to health.

VII. Intellectual property rights

  1. If we are required to deliver objects manufactured from drawings, models or pattern provided by the client, the client shall guarantee that no third party intellectual property rights are violated by the manufacture and supply of such goods.
  2. If a third party prevents us from manufacturing and supplying objects manufactured from drawings, models or pattern provided by the client with reference to any intellectual property rights held by the same, we shall be entitled to abandon the manufacture and supply without being obliged to examine the legal position and to the exclusion of all compensation claims of the client, and to demand compensation for the costs incurred. The client undertakes to indemnify us immediately from any third party compensation claims on the grounds of infringement of property rights. At our request, the client shall make an advance payment of an appropriate amount and compensation for costs incurred for all direct and indirect damages that arise from such an infringement and assertion of any intellectual property right.
  3. Patterns, drawings, films and data submitted to us are only returned on request. If an order does not materialise, we shall have permission to destroy any patterns, drawings, films and data twelve months after we have provided a quote.
  4. All designs, proposals, models or patterns produced by us are our intellectual property. We reserve all rights arising thereof, in particular the filing of patents, utility models and similar, as well as all rights of reproduction. No proposals, models, patterns, etc. may be made accessible to third parties without our express consent.

VIII. Tools/moulds/data

  1. Tools or moulds produced by us or on our behalf by a third party shall remain our property. Tools or moulds paid in full by the customer are and remain his property and shall only be used for his purposes. We undertake to store the tools carefully for subsequent orders and handle them with care. We shall not be liable for damages that appear despite proper handling of tools or moulds. We shall not bear the cost of maintenance. Our storage obligation shall cease after the expiry of twelve months after the last order placed by the customer.

IX. Place of performance, place of jurisdiction, applicable law

  1. The place of performance and jurisdiction for deliveries and payments (including actions related to cheques and bills of exchange), as well as all disputes between us and the buyer arising from the purchase contracts concluded between us and the buyer, shall be our registered place of business. However, we shall be entitled to also sue the buyer at his place of residence and/or registered place of business.
  2. The relationships between the parties to the contract shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the UN-convention on Contracts for the International Sale of Goods is excluded.