General Terms and Conditions
For all sales and deliveries only the following conditions are valid. In case of different
possibilities of interpretation due to translations the original German version is valid.
Differing agreements, especially conditions of purchasing, are only effective, if we
confirm them in writing. Silence does not mean acceptance. In case the customer is an
entrepreneur, the following conditions are also valid for future business transactions
between him and us, even when they are not agreed on again explicitly.
The prices of our quotes and acceptances of order are subject to confirmation. We
charge the prices valuable at the time of delivery. Freight and packing see page 6.6,
valid only within Germany. Unless agreed upon differently all export prices are ex
works. If the delivery is within Germany all prices are subject to German VAT. Within the
European Union we need the VAT.identification number. The custom laws have to be
We will confirm the acceptance of orders in writing. Orders are only valid by our written
confirmation – in exceptional cases also by immediate delivery and issuing an invoice.
Changes, supplementary agreements and amendments of the contract have to be
agreed on in written form in order to be valid.
In case that no definite delivery date is agreed on with release orders, a maximum
delivery time of twelve months is in effect. If the merchandise is not received within
that time, we are entitled – after an adequate time – to arrange the delivery scheduling
(delivery will take place after payment), or to cancel the rest of the purchase and to
demand damages for non-performance.
Transportation Risk and Delivery
All deliveries are at the risk of the customer. The risk passes over to the customer from the
(outgoing) place of delivery. This is valid even if free delivery is agreed on. If the
delivery is delayed by fault of the customer the risk passes over to the customer on the
day the merchandise is ready for delivery. Insurance against transport damage will only
be arranged for if the customer explicitly demands it and at his expense. Shipping
instructions have to be given with the placement of the order, otherwise the
merchandise will be shipped at our own discretion for the cheapest freight, without
Tools and Appliances
Tools and appliances always remain in our possession and property, even if they where
produced for special articles. By payment of portions of costs for tools and appliances
the customer does not acquire a title. We commit ourselves to keep tools and
appliances for the customer twelve months after the last delivery. If the customer states
before the expiration of this time limit that further orders will be placed, the time limit
will be extended for another twelve months. After the expiration of this time limit we
can freely dispose of the tools and appliances.
Catalogues, Drawings and Samples
We reserve the right of property and the copy rights of all provided catalogues,
drawings and samples. These documents may not be used for copying, imitation, or
circulation. For your own use we are glad to send you more copies at cost.
Delivery and Acts of Nature
Quoted times of delivery are always without obligation. We always try to complete an
order promptly and in time. The time of delivery starts with the day of the sending of
the confirmation of order and is deemed to be kept, if the merchandise has left our
factory by the end of the delivery period.
Acts of nature which happen after conclusion of a contract and complicate our services
or make them impossible, entitle us to defer the fulfilment of our obligations for the
time of the interference and an adequate start-up time. Acts of nature include
especially strikes, lockouts, breakdown of transportation, lack of production material or
energy or similar occurrences which we are not accountable for. If acts of nature lead to
a final, lasting, irreparable hindrance of performance we are entitled to
withdraw from the contract.
Any warranty presumes that any customer who is an entrepreneur has met his legal
obligations of reprehension without hesitation. Any customer who is not an
entrepreneur, forfeits his rights of warranty regarding to apparent damages if he does
not claim them in written form within fourteen days after receiving the merchandise.
Defects of one part can not lead to
reclamation of the whole delivery.
For delivered goods which are insufficient we either deliver a replacement with return
of the reclaimed parts or remove the deficiency at our choice. If the replacement or the
remedy fails, the customer can demand a reduction of the purchasing price or a
cancellation of the contract at his choice.
We can demand a compensation if we acted upon a notice of defects and the
customer has not proved the existence of a defect or the claimed defect proves to be a
malfunction or failure because of a repair or an act of the customer or a third person.
In case we fulfill the warranty obligation at another place than the place of delivery the
charges for freight, packing and travelling have to be covered by the customer, if he is
We are liable with initial incapacity, accountable impossibility, warranties, default and
for claims of product liability.
For claims out of positive violation of demands we are not liable in case of breach of
non significant contract duties, if we or one of our auxiliary persons acted only slightly
negligent. Essential duties of the contract are duties of which the observance is
indispensable for the realization of the contract.
Damage payments are limited to the replacement of the typical foreseeable damage.
Collateral damage is not refundable, unless the replacement for collateral damages was
explicitly assured. Any liability for damages exceeding the ones provided for in these
conditions of contract is excluded without consideration of the legal basis of the
asserted claim. This is not effective for claims according to § 1,4 of the German product
liability law and out of fault liability during the closing of the contract. With claims out
of producer liability according to § 823 BGB (German law) our liability – unless it is
excluded is limited to the replacement of the insurance. In case the insurance does
not stand up for the liability or only does so in part, we are liable up to the limit of the
Default of the Customer
If the customer is in delay with the takeover of the goods, he owes damages
amounting to 0,5 % of the bill for every commenced month from the beginning of the
notification of the readiness for shipment, unless he proves that no damage occurred
to us or the damage is lower. Our demands which exceed the quoted rate remain
The return of delivered goods can only be accepted meeting the following
• Return only with prior consultation and our written consent
• Merchandise which is to be returned always has to be send free of charge
• Only undamaged Merchandise in original packing (no previous mounted
• No custom made products and finishes.
• No Glass panels
• No merchandise, which are older than 4 weeks after delivery
• For returned Merchandise a re-stocking fee will be charged
• charges for re-stocking are 10% of the goods value, minimum 30,00 Euro for
Terms of Payment
Only the terms of payment which are agreed upon at the time of the contract of sale
and are stated in our confirmation of order. If not agreed upon otherwise we only
accept prepayment or letters of credit. If the payment period is exceeded we are
entitled to charge an interest rate 5 % higher than the basic interest rate according to
the §1 of the Discount rate transition law of 06-09-1998 (German law). All claims are
due right away after default of payment, cheque or bill protests and also if
circumstances are disclosed that can lead to the conclusion that the financial situation
of the customer is deteriorating or that the creditworthiness does not seem to be given
anymore. We accept cheques and drafts only as auxiliary means, drafts only after prior
agreement. Draft collection charges and eventual further costs have to be covered by
the customer. In case a draft is used for payment we can not accept cash discounts.
With the payment of our bill we do not accept external costs and bank charges.
Retention of Title
The delivery of all items of purchase remains under retention of title in our favor until
the complete and final payment of all claims existing from the time of the conclusion
of the contract; if the customer is an entrepreneur also the future claims which will
result out of the business relationship. This is also valid if single claims are added to
outstanding accounts and the balance is striked and recognized. If the conduct of the
customer is substantially contrary to the contract, especially by delay of payment, we
are entitled to take back the merchandise. Taking back the merchandise does not mean
cancellation of the contract, unless we explicitly declared that in written form.
Garnishment of the merchandise through us always means a cancellation of the
contract. After taking back the merchandise we are entitled to the disposal. The
proceeds of a sale is to be credited to the account of the customer, in the sequence
cost,interest, main claim.
The claim of the customer out of the resale of the items of retention is assigned to us
already now in the height of the value of the items of retention to secure the claims
named in the previous passage. If the customer has agreed on an open account with
his customer, the causal and recognized account balance out of this open account
relationship is assigned to us even now.
The customer is entitled and authorized to further processing, to resale and secondary
purchase of the items of retention within proper business dealings provided that the
claim out of the resale is vested to us in the quoted sense. The customer is not entitled
to other dispositions of the items of retention, especially pledging or chattel mortgage.
The customer is entitled to the collection of claims out of the resale in spite of the
assignment. Our collection authority will remain unaffected by the collection authority of
the customer. We will not collect the debts ourselves, however, as long as the customer is
not in delay with his payment. On request the customer has to name us the debtor of the
assigned debts and inform the debtor about the assignment.
We commit ourselves to release the above stated securities due to us in so far at our
choice, as their nominal value exceeds the claims that have to secured by 15 % , provided,
however, that with the exception of a delivery on a real open item basis a release can
only take place for such deliveries or their replacement value which are themselves paid
The customer has to inform us immediately in writing about any intervention of a third
party concerning our property rights, including the address of the third party. All judicial
and extra judicial costs resulting by successful interventions have to be covered by the
customer, as soon as the collection of the debts from the respective debtor was unsuccessful.
If the matter of purchase is acquired by a third party, we are entitled to demand
the release by ourselves, without the involvement of the customer.
The customer bears the duties, risks, liabilities, taxes, duties and other burdens which
are connected with ownership, possession, the purchase and the operation of the item
of purchase. He is liable for deliberately and negligently caused damages as well as for
culpable or coincidental loss or damage of the item of purchase. Every damage of the
item of purchase or its eventual loss has to be reported to us immediately.
If our merchandise is machined or processed, or connected or mixed with other parts
by the customer we become co-owner of the new item in proportion of the item of
retention to the other parts. The customer will keep the new item for us. In case the
customer sells himself under retention of title, this is considered as agreed
on in trust for the goods/items of our ownership or joint ownership.
In case of insolvency proceedings we have the right of the exemption of our goods
according to the insolvency regulation.
Prohibition of Assignment
Claims of the customer against us can not be transferred to a third party without our
Rights of Retention and Summation
The claim of rights of refusal of performance and retention is excluded if the customer
is an entrepreneur, unless the contrary right is legally established or beyond
controversy. In all cases summation is only acceptable in uncontested or legally
Trade Mark Rights
In case items have to be produced according to drawings, models or samples of the
customer, the customer assumes the warranty, that by the production and delivery no
trade mark rights of a third party are violated. He exempts us from all claims of such a
third party. For eventual costs of litigation in case of such a claim we have a claim
against the customer of a reasonable payment in advance.
Place of Execution, Court of Jurisdiction, Applicable Law
For all deliveries and contractual activities of both contractual partners the place of
execution is Eitorf, Germany.
For all litigations only the local court in Siegburg, Germany or the district court in Bonn,
Germany has jurisdiction, if the customer is an entrepreneur, unless no other court of
jurisdiction is prescribed by German law. We can, however, also appeal to the court
having jurisdiction at the location where the customer is located or registered.
In any case only German law is applicable under exclusion of the agreement of the
United Nations about contracts concerning the international purchase of goods.