General terms of Payment and Delivery Status 7/2010
I. GENERAL INFORMATION
1. Our Terms of Delivery and Payment shall always apply in the latest version and to all orders in process and to future orders of any domestic or foreign purchaser unless any deviation has been expressly accepted by us in writing. Collateral agreements and subsequent alterations will be binding for us only upon our written confirmation. This also applies to the cancellation of the written form clause. The acceptance of our deliveries and services is deemed to be a recognition of our Terms of Delivery and Payment.
2. Other terms of purchasing issued by the buyer are only binding for after explicit and written acknowledgement. The same shall apply to any other General Terms and Conditions of the buyer or contractual partner.
3. All agreements made between buyers and travelling salespersons, representatives and agents are binding for us only after our written confirmation. Our representatives, agents, and traveling salespersons are only entitled to accept cash and checks upon presentation of collection authorisation
4. We are entitled to process data of the buyers that refer to the business relationship to this, as defined by the German Data Protection Act.
II. OFFER AND CONCLUSION OF CONTRACT
1. Our offers are noncommittal. A supply contract or other contract becomes binding on us only when we have confirmed the customer’s order or other order in writing or have delivered the goods.
2. We reserve the right to modifications to the production process or product composition, as long as the type and quality of the product is not changed to disadvantage.
3. As long as not otherwise expressly agreed upon, published by us in catalogues, brochures and other publications in the form of text or illustration (e.g. descriptions, figures or drawings) shall conclusively characterise the quality of the products supplied by us, and their applications. The information given in this respect constitutes approximate values usual in the industry unless it has expressly been described as binding in the order confirmation. Other manufacturer’s information are not binding.
1. Unless expressly otherwise specified, all prices shall be net prices excluding value added tax, which has to be paid by the contractual partner at the respective statutory rate additionally, and the prices shall apply EX our production location without packaging. Unless specified otherwise, the price information are based on the European currency (euro).
2. We reserve the right to adjust prices without notice if and when bases of calculation change.
3. The prices charged are the prices applicable on the date of delivery, save when a fixed price has expressly been agreed in writing.
1. Any turnaround time (delivery due date) shall begin on the date of our order acknowledgement, however in no case prior to settlement of all technical and commercial details. The delivery deadline shall be deemed to have been observed when the object has left our works or warehouse prior to its expiration, or when readiness for shipment has been announced in the event that the goods cannot be shipped in time through no fault of ours.
2. With regard to deadlines and delivery dates not expressly referred to as “fixed” in the confirmation of the order, the contractual partner may set us a reasonable additional period of time for delivery and/or service after the regular period has been exceeded. We may only be deemed to be in default after expiry of such a grace period.
3. Periods and deadlines shall be extended, by the period of time during which the contractual partner fails to meet its obligations towards us, without prejudice to the rights accruing to us from delayed payments by the purchaser.
4. Unforeseen, exceptional circumstances beyond our control such as industrial action, operational breakdown, government action, transport disruption or other instances of force majeure, irrespective of whether we or our suppliers are affected by such circumstances, will exempt us from the obligation under the relevant contract, although hindrances of a temporary nature shall do so only for the duration of the hindrance in addition to a reasonable start-up period. If as a result of such events it should subsequently become impossible to make delivery, or become unreasonable for one of the parties to make or accept such delivery, both parties shall be entitled to withdraw from the contract.
5. Our liability for loss due to delay arising from slightly negligent breach of duty is excluded, save where the breach of duty results in damage to life, limb or health. No change of burden of proof to the disadvantage of the contractual partner is connected with these provisions
6. We are entitled to make partial deliveries if this may be considered reasonable for the contractual partner. Partial deliveries can be charged separately.
V. INFORMATION AND CONSULATION
Information and consultation in regards to our products is done based on our previous experience. The values stated in this connection are determined average values. Suitability tests of the products supplied and compliance with processing instructions shall not become dispensable by such information or advice. Verbal information is non-binding. Any warranty claims in this respect are covered by section 10 of these terms and conditions.
VI. DISPATCH AND TRANSFER OF RISK
1. Unless otherwise agreed, delivery shall be ex works. If Incoterms have been agreed as delivery terms, the version applicable on the date of contract signature shall apply.
2. If the goods are shipped at the request of buyer to a place other than the place of performance, the contracting party shall bear all costs resulting therefrom. The choice of transit route and carrier will be at our discretion. Transport damage shall be reported by the contracting party in writing immediately after receipt of the goods, stating nature and scope of the damage. Any insurance of the goods against transport damage, transport loss or breakage shall be taken out exclusively at the express request of the contracting party at the charge and for the account of latter.
3. For deliveries ex works, dispatch and transport shall always be at the risk of the contractual partner. This shall also apply to deliveries made ex third party’s warehouse (transfer orders) and for the return of goods or empties (two-way transport packages). The risk passes, even with partial deliveries, to the contractual partner, as soon as the delivery is handed over to the person carrying out the transport or has left our warehouse, or for delivery ex works our works, for the purpose of delivery.
4. If shipment is delayed for reasons attributable to the contractual partner, or if the contractual partner is to take itself charge of the transport of goods, the transfer of risk to the contractual partner shall occur at the moment when the contractual partner is notified of their readiness for shipment. Any storage costs arising after the transfer of risk shall be borne by the contracting party. In case of storage at our works or warehouses, the monthly storage costs will amount to 0.5 % of the invoice amount. We reserve the right to make higher storage charges subject to proof. We are entitled to otherwise dispose of the goods after the fruitless expiration of a reasonable period of time, and to supply the contractual party in an extended reasonable period of time.
5. For deliveries free domicile/warehouse, the risk shall pass to the contractual party, also for partial deliveries, as soon as the products have arrived ready for unloading at his place of business/at his warehouse. Unloading shall be carried out immediately and properly by personnel and unloading equipment to be made available in sufficient number by the contractual party. Waiting periods will be calculated as customary in the industry. If transport to the place of destination fails for reasons lying within the scope of risk of the contractual party, the risk shall pass to the contractual party upon failure of access. This also applies to unauthorised refusal of acceptance by the contractual party. Section 6.4 shall apply accordingly.
VII. PROCESSING OF PARTS SENT IN
1. Parts sent in for processing are to be shipped free to our works and sufficiently packaged accompanied by a delivery note.
2. Gears must be delivered without oil and cleaned.
3. Waste material from the parts sent in for processing shall become our property.
4. In the case of t