General Terms of Delivery and Payment

All our deliveries and services, including consultation services, are provided exclusively under the following conditions. We do not recognise the purchaser’s own purchase conditions under any circumstances, even if we do not explicitly contradict them. At the latest, the purchaser recognises our terms and conditions upon receipt of our goods.

I. Quotes, pricing

1. In principles, our quotes are non-binding. All agreements, in particular deviations from these terms and conditions, require our written consent.

2. All prices are ex storage warehouse/ex delivery factory and exclude packaging. Should delivery factory prices, shipping costs and public information change, we may increase our prices accordingly. We are free to choose the delivery factory and/or pre-supplier or storage warehouse. All additional fees, deductions (and any newly introduced taxes, shipping costs and increases through which the (cost of the) delivery item(s) is/are directly or indirectly affected and inflated) shall be borne by the purchaser insofar as this does not contradict mandatory legal requirements.

3. The purchaser must settle our bill in such a way that, at the latest, the required amount is available to us in cash by the agreed payment deadline. Payments due to us may only be reduced by counter-claims with are legally binding or have been recognised by us. In the event that the agreed deadline is missed, we will calculate interest amounting to the relevant bank rates for overdraft credits at a minimum of 4% above the discount rate of the Deutsche Bundesbank, plus any applicable value added tax. Should payment terms be extended, the interest shall continue to be applied until the amount has been paid..

4. Regardless of the duration of the bills of exchange that are credited or taken in on account of performance, our claims shall be payable immediately if contractual agreements are not kept or if we become aware of circumstances which reduce the purchaser’s creditworthiness. We are entitled only to carry out outstanding deliveries once payment in advance has been made and to receive additional securities for our claims, even if these are conditional or temporary. If we have already made the delivery, we may exercise our rights as outlined in point 7 (Reservation of ownership). In addition, we may after a suitable period, seek compensation for non-fulfilment.

5. We may settle claims of any kind against the purchaser with counter-claims. This also applies if payment in cash has been stipulated by one party and exchange payments or other services by the other. Clauses 1 and 2 also apply to any outstanding balances If claims and counter-claims are due at different times, our claims shall, at the latest, be payable on the deadline for payment of the counter-claims and settled with the corresponding value date.

II. Delivery Periods, Deadlines, Retrieval

1. Delivery periods are only approximate. They also suppose that our pre-suppliers fulfil our cover purchases in an orderly fashion.

2. Delivery periods begin upon the confirmation of the order and following full clarification of all details of the order. This may include the issuance of any such plans, approvals and parts lists that have been made binding by the purchaser or his/her agent. Delivery periods refer to dispatch from the delivery factory or storage warehouse. The delivery is deemed as meeting the shipping conditions once the notification of readiness for dispatch has been issued. This especially applies if we cannot send the goods on time through no fault of our own or that of our pre-supplier.

3. Even if they have been explicitly agreed, delivery periods may, without affecting our other rights, be extended by the period by which the purchaser is delayed in fulfilling his/her contractual obligations to us.

4. Should the agreed period for fulfilment of these obligations expire without fulfilment we may, without affecting our other rights, partially or completely cancel outstanding deliveries or partially or completely withdraw from the contract without being obliged to pay compensation.

5. Should the purchaser or his/her agents exceed the agreed release quantities we may at our discretion, charge him/her for such excess quantities either by adding them on to other partial or complete quantities of the same or another order or by charging correspondingly higher prices. The purchaser may not reject partial deliveries. Their purchase price shall be payable, regardless of when the rest of the delivery is made.

6. The purchaser may withdraw from the contract if we are no longer capable of fulfilling the contract or if the delivery of our services is in arrears and we have not have declared the goods as ready for dispatch once an appropriate period of grace has been set by us. We will only provide compensation if we have caused our failure to provide the service through intent or gross negligence. Our liability is limited to 5% of the value of the partial or complete delivery which we have failed to fulfil in a timely manner. In other cases we are liable in the sense that we, upon request, may transfer our claims for damages against our pre-suppliers to the value of the damages incurred by the purchaser. Further claims on the part of the purchaser arising from non-fulfilment or default are excluded.

III. Force Majeure

In the event of force majeure, we may postpone the delivery for the duration of the hindrance, exclude an appropriate lead time or withdraw wholly or partially from the contract due to the unfulfilled part. We will make the purchaser aware of the hindrance to performance without delay. The customer can request a statement from us explaining whether we will withdraw or deliver within an appropriate period of time. If we do not provide this information, the customer may withdraw. In the event of strike, lockout and other economic conditions which make delivery or fulfilment of contract significantly harder or impossible for us, clauses 1 to 4 apply accordingly regardless of whom the circumstances affect.

IV. Dispatch, Transfer of Risk and Confirmation of Receipt

1. We or our pre-suppliers shall decide upon the method of dispatch, forwarder or carrier. In the event of transport with our own people we are the carrier. In the event that we issue a credit note for transport of the goods to a given location by the purchaser’s own vehicle, the purchaser shall consent to our pre-suppliers’ applicable monitoring and penalty provisions. We shall make him/her aware of these on demand.

2. Goods which have been declared as ready for dispatch must be retrieved/collected without delay. In the event that dispatch cannot occur within two days from the notification of readiness for dispatch, we or our pre-supplier may, at our own discretion, dispatch the goods or store them at the purchaser’s expense/risk and consider them delivered as agreed, unless we or our pre-supplier are responsible for the delay in dispatch.

3. We shall deliver the goods without packaging and without protection against rust.

4. Risk is transferred to the purchaser once the goods are handed over to the forwarder or carrier, even if we ourselves are the forwarder; in the event of transport with the purchaser’s own vehicles, risk is transferred once these vehicles are loaded. The applicable INCOTERMS are authoritative for the interpretation of clauses.

5. The person who has signed our shipping document is entitled to receive the goods.

6. The purchaser is responsible for ensuring free access to the unloading bay, including free access for loaded heavy articulated vehicles. He/she must bear any extra costs that arise in the event of slippery conditions, snow, ice, prestress etc. He/she shall provide forklifts/cranes for unloading.

V. Acceptance

1. Acceptance as agreed may only take place in the delivery factory/storage warehouse immediately after the goods have been declared ready for acceptance. The purchaser shall bear the costs.

2. Should acceptance not be completed in a timely manner we may dispatch the goods without acceptance or store them at the purchaser’s expense and risk. The goods shall be considered as delivered according to contract upon dispatch or storage

VI. Dimensions, Weight, Quality

1. Deviations in dimensions, weight and quality are permitted in accordance with 'DIN for Iron and Steel', as amended.

2. Upon dispatch, the weighing operator of the delivery factory will communicate the actual delivery weights of the goods. Conclusive proof of weight may be provided on demand by presenting the weighing card. We will charge the customer according to the total weight of the dispatch.

3. In the event of dispatch from the distribution centre, point 2 clause 2 shall apply accordingly unless we provide the actual calculated delivery weights in manner that is legally binding for the customer using storage weight tables.

4. The numbers of units, parcel numbers (and the like) stated in bills are provided without warranty.

VII. Reservation of Title

1. All delivered goods remain our property (retained goods) until all claims, both existing and arising after the conclusion of the contract, have been resolved. In each case, this especially relates to outstanding balances. This also applies to payments for specially designated claims. Rights arising from the reservation of ownership and all subsequent special forms apply up until complete exemption from all contingent liabilities which we have incurred in the purchaser’s interests.

2. The handling and processing of retained goods shall be done for us as a manufacturer as defined by Sect. 950 German Civil Code (BGB). These shall not obligate us however. Handled and processed goods are to be regarded as retained goods in accordance with point 1. Handling and processing, linking or mixing of the retained goods by the purchaser with goods of other origin to produce a new item or mixed stock entitles us to joint ownership at the ratio of the value of the retained goods (at the time of the delivery) to the value of the other processed or mixed goods. The joint ownership share is to be regarded as a retained good in accordance with point 1.

3. Should the retained goods be combined with other items in such a way that an item belonging to the purchaser is to be regarded as the main constituent (in the sense of sect. 947 German Civil Code (BGB)) it is hereby agreed that a joint ownership share is transferred to us in the ratio of the value of the retained goods to the value of the main constituent part. The purchaser shall store the goods for us free of charge. The joint ownership share is to be regarded as a retained good in accordance with point 1.

4. The purchaser must store the goods for us free of charge. Upon request, we should be able to make an inventory and sufficient marking of the retained goods at the place of storage at any time. The purchaser must inform us of any pledges or other breaches of our rights by third parties, and supply us with all the details we require to proceed against these breaches through all legal channels.

5. Subject to reservation of ownership in the scope specified by us, the purchaser may only sell the retained goods in the ordinary course of business under his/her normal conditions in such a way that his/her claims resulting from the resale in accordance with points 6 to 8 are transferred to us.

6. The purchaser hereby transfers all claims arising from the resale of the retained goods (including those within the framework of a contract for work or contracts for work and materials) along with all subsidiary rights. They serve as our securities within the same scope as the retained goods.

7. If the buyer sells the retained goods along with other goods that are not bought from us, any transfer of claims from the resale shall be limited to the invoice value of the respective retained goods sold. When goods are sold in which we have joint ownership in accordance with point 2 or 3, the transfer of claims applies to the value of our joint ownership share.

8. Should the purchaser install the retained goods on land belonging to a third party, he/she shall transfer his/her claim to remuneration to us according to the value of the retained goods. In the case of joint ownership in accordance with point 2 or 3, the transfer includes the amount corresponding to our joint ownership. Clauses 1 and 2 apply accordingly if the purchaser has a claim ordering a cautionary mortgage in accordance with sect. 648 of the German Civil Code (BGB).

9. The customer is entitled to collect claims arising from resale in accordance with points 5 to 8.

10. If the purchaser fails to fulfil obligations arising from this contract or other contracts with us or if we become aware of circumstances which reduce his/her creditworthiness we may prohibit the resale, handling and processing of the retained goods as well as their mixing or joining with other goods; the purchaser shall then lose the right to take ownership of the retained goods and to get rid of them for the best possible price by private sale or at auction; we will charge the redemption proceeds to the purchaser against his/her liabilities having deducted any costs; we will pay him/her off for any excess; the purchaser must share the names of debtors in relation to the claims transferred in accordance with item 6 as soon as our claims against the purchaser are payable; we may withdraw the direct debit mandate.

11. If the reservation of ownership or the transfer become void according to the law applicable to the sector relating to the goods, the corresponding security that applies to this sector is hereby agreed. Should the purchaser’s cooperation be necessary in this, he/she must take all measures necessary for the creation and preservation of such rights.

12. Should the existing securities exceed our claims by more than 20% total we will release securities of our choice at the purchaser’s request.

VIII. Warranties

1. Product descriptions, DIN norms etc. contained in the purchaser’s purchase order are not to be regarded as assured characteristics. Characteristics shall only regarded as assured if they are explicitly designated by us as assured.

2. The condition of the goods upon leaving the delivery factory/storage warehouse or upon loading into the purchaser’s own HGV is decisive in deciding the compliance of its condition with the contract. After an agreed acceptance, complaints relating to defects which could have been identified during approval are excluded.

3. The purchaser must lodge any defect complaints within 8 days of receipt of the goods. Defects that could not be discovered within this period in spite of careful review should be disclosed in writing without delay after their discovery. The purchaser must immediately cease any handling or processing of the goods.

4. In the event of a justified and timely complaint relating to a defect, we are only liable if the goods subject to complaint originate from our own stock, even in the case of proven defects and absence of assured characteristics. We may then repair or replace the goods, or, should repair or replacement fail to rectify the issue, credit the purchaser with the minimum value of the goods. In all other cases, we will pass on complaints relating to defects to our pre-suppliers and transfer our claims for defects to the purchaser.

5. The purchaser must give us and our pre-suppliers the opportunity to perform all such repairs and replacements as seem necessary to us. If this does not occur then we are no longer liable for the defects.

6. We shall be liable for repair work and replacement deliveries to the same extent as for the original delivery until the expiry of the warranty period applicable to the original delivery.

7. Warranty claims relating to businesspeople expire one month after written rejection by us or our pre-suppliers, at the latest 3 months after receipt of the goods at the destination.

8. All claims relating to defects lapse if the purchaser gives us, or our pre-suppliers, no opportunity to check the identity of the goods subject to complaint / the alleged quantity on site and fails to disclose the problem on request and without delay. Clause 1 also applies in the event that the purchaser does not cease to handle or process the goods immediately after the identification of the defect or fails to mix our goods with goods of another origin, namely until the goods have been explicitly re-released by us or our pre-suppliers.

9. Measures taken by us to reduce damages do not constitute an admission of guilt. In the case of negotiations concerning a complaint, we do not waive any objection that the complaint was not made in a timely fashion or is otherwise invalid.

10. Claims for damages may only be made if they depend on an intentional or grossly negligent breach of contract by us or our agents or on the absence of assured characteristics, insofar as exclusion of liability is not legally possible.

11. We only provide compensation for provable damages which were foreseeable at the time of the conclusion of contract up to a maximum of 5% of the total delivery or the part of the whole delivery which was not delivered according to contract. All compensation claims on the part of the purchaser expire at the latest 6 months after the transfer of risk to the purchaser.

IX. Place of Performance, Jurisdiction

Place of performance for our services is the respective place of shipment. The place of performance for all obligations under this contractual relationship is Lünen/Dortmund. Place of jurisdiction is Lünen/Dortmund. We shall also be able to take legal action against the buyer at his/her place of jurisdiction.

X. Partial Invalidity

If individual provisions of this contract are fully or partially void, the remainder of the contract shall remain effective. Instead of the invalid provision, a provision shall apply which comes closest to the intended purpose.

XI Applicable Law

The law of the Federal Republic of Germany will apply. Exemptions from this are international agreements on the manufacture and delivery of goods.

Scroll Up