1. General
1.1 No contract may be deemed to have been concluded with us excepting on the basis of these General Terms and Conditions of Sale and Delivery (General Terms) to the exclusion of any other terms or conditions. This applies also in cases where deliveries are performed without any separate provision on our part.
1.2 These General Terms apply also to future transactions with the Customer, even where no specific reference is made by us to the applicability of our General Terms.
2. Prices
2.1 The listed prices are net prices exclusive of freight, packaging costs and VAT.
2.2 Our prices for custom produced items are non-binding. Should material costs, labour or overheads verifiably increase within two months between conclusion of contract and delivery, we shall be entitled to increase the price accordingly, unless we are in default of delivering on time or we are liable for cost increase for other reasons.
3. Payment
3.1 Payments shall be made for deliveries cash in advance and free of charges for Siedle.
3.2 The Customer is not authorised to withhold payment or to set off counterclaims unless a right to do so has been determined with legal force or is undisputed or obvious.
3.3 In cases where we have raised an objection of uncertainty (circumstances which place the creditworthness of the Customer in doubt excepting in cases where such circumstances were recognizable on conclusion of contract, German Civil Code Art. 321) or if the Customer is in default of payment for a total amount of more than Euro 500,00 we are entitled to revoke any agreed-upon payment schemes and to make all claims immediately payable. We are entitled to announce the cancellation of contract, if the Customer has made false statement concerning his financial standing unless the Customer immediately makes advance payment.
3.4 Payment discounts are granted exclusively subject to adherence to our terms of payment. We are entitled to offset payment discounts against claims arising from future orders.
4. Delivery
4.1 Partial deliveries are admissible provided they do not constitute an unreasonable inconvenience to the Customer. Technical modifications are also admissible, provided they do not constitute price increases or a deterioration in quality.
4.2 Deliveries occur free carrier (FCA) Furtwangen (Incoterms 2000). Settling place is Furtwangen. If the dispatch or the hand-over to the carrier is delayed at the wish of the Customer, or if the Customer delays in acceptance, then the risk passes over to the Customer at the time of notification of dispatch readiness.
4.3 We only take back undamaged reusable package at the settling place Furtwangen.
5. Sales, Export
5.1 As we supply technically sophisticated goods which rely upon adequate explanation and support, the Customer is obliged to sell the goods exclusively to commercial traders and installers.
5.2 Every case of infringement against the prohibition outlined under point 1 above shall entitle us to demand a contractual penalty, to be fixed out our reasonable discretion verifiable in a court of law. The contractual penalty shall be offset against any claims for damages.
6. Delivery Period, Delays
6.1 An agreed-upon delivery period begins with the receipt or shipment of order confir-mation, but not before the provision of any necessary documents, approvals, releases, disposals, by the Customer which have to be obtained before the arrival of the agreed advanced payment. The delivery period has been complied with, if before its expiration the goods are ready for dispatch and this has been notified, or the contractual goods have been handed over to the carrier.
6.2 The agreed-upon delivery periods shall
be reasonably extended in the event of disruptions for which we cannot be held accountable, such as: strikes, lockouts or delivery delays outside of our area of responsibility. In such cases, the Customer shall be entitled to withdraw from the contract, after granting a reasonable grace period. Any claims for damages are excluded. Should a disruption for which we are not responsible last for longer than eight weeks, we shall be released from our obligation to perform without any obligation to compensate the Customer.
6.3 In the case of a delay on our part, provided the Customer is able to make evident of damage, we shall be deemed liable at most for 0.5 % of the net price for each completed week of the delay, but no more than a total of 5 % of the net price for the affected part or delivery. The liability restriction shall not apply in cases of mandatory liability due to premedi-tation or gross negligence.
6.4 At our request, in case of a delay on our part, the Customer is obliged to declare within a reasonable period whether he intends to withdraw from the contract or whether he insists upon delivery.
6.5 In case of delay in the acceptance of ordered goods or if the dispatch or the hand-over to the carrier is delayed at the wish of the Customer, we are entitled to invoice the Customer warehousing costs of 0.5 % of the purchase price for each started month, but of no more than 5 % overall, without prejudice to the right of either party to provide evidence of higher or lower warehousing costs.
7. Warranty
7.1 No warranty cover shall be afforded for insignificant defects. Improper modifications, repairs or the consequences of such actions by the Customer or any third party shall not be covered by the warranty.
7.2 The Customer will examine the shipments immediately after receipt or, in case of deliveries FCA, hand-over to the carrier and has to provide written notice of any evident damage right away, but within fourteen days at the latest. Non-evident damage shall be reported in writing without delay upon discovery, but within seven days of discovery at the latest. The same applies to direct deliveries to third parties nominated by the Customer. The Customer has to ensure that complaints by third parties are made in good time.
7.3 In the event of significant defects occurring within the warranty period (s. 7.4) and if the Customer has provided notice of these defects within the time as set forth in 7.2, we are entitled and obliged to make three attempts at repair or replacement within a reasonable period, provided the root cause of the defect existed at the time of risk transfer. The latter Customer has to furnish proof. Should the third remedy fail, the Customer may either withdraw from the contract or reduce the payment accordingly without prejudice to any claims for damages as outlined under section 8.
7.4 Claims to damages shall lapse in one year. This shall not apply where longer periods are prescribed by the German Civil Code Art. 479 para. 1 (regress claims) or in cases of injury to life, body or limb, premeditated or grossly negligent breach of duty on our part, on part of our vicarious agents or of malicious failure to disclose a defect. This shall not affect statutory regulations relating to suspension of the period of limitations and recommencement of warranty periods.
7.5 Claims on the part of the Customer for expenses incurred in remedying a defect, in particular transport, travelling, labour and material costs shall be excluded in the event that the expenses incurred increase due to transfer of the delivered object to a location other than the Customer’s place of business.
7.6 Regress claims on the part of the Customer exist in accordance with Art 478 of the German Civil Code only to the extent that the Customer and his customer have entered into no agreements above and beyond the statutory claim for defects. For the scope of the Customer’s regress claim, point 7.5 shall otherwise apply accordingly.
7.7 For claims to damages based on material defects, section 8 shall apply. The Customer shall not be entitled to assert any claims above and beyond those regulated by section 7 in conjunction with section 8.
