Terms and Conditions

I. Offer and Conclusion of Contract

1. These Terms and Conditions apply to all — including future — deliveries and services. The client’s terms and conditions are only effective if we acknowledge them in writing for the respective contractual conclusion. At the latest upon acceptance of our delivery or service, our conditions shall be deemed accepted.
2. Our offers are non-binding. All agreements become legally effective only through our written confirmation.
3. We reserve the right to make changes to the delivery or service insofar as these are reasonable for the client.

II. Prices

1. Our prices are net prices plus value-added tax.
2. Unless otherwise specified, prices are generally ex works from the shipping point.

III. Terms of Payment

1. Payment, unless otherwise agreed, is to be made in cash without discount by the 15th of the month following delivery, excluding set-off and retention.
2. Bills of exchange and cheques are accepted, by express agreement, as payment only with the value date of the day on which we can dispose of the equivalent value, and on the condition that discounting is possible for us. If this is not the case, we reserve the right to return the bills to the purchaser and demand cash payment.
3. Stamp duties, discount and collection fees, and interest are always due immediately.
4. In the event of default in payment, costs arising from the use of credit at financial institutions shall be charged, namely interest of at least 4% above the respective discount rate of the Bundesbank. If these conditions are not met or if, after conclusion of the contract, circumstances become known to us which are likely to diminish the buyer’s creditworthiness, all our claims shall become due immediately regardless of the maturity of accepted bills. We are also entitled to demand securities and to execute outstanding deliveries against advance payment or provision of security. After fruitless expiry of a grace period set by us, we are entitled to withdraw from the contract and claim damages for non-performance. We may furthermore prohibit the resale of goods delivered under retention of title and demand their return at the buyer’s expense. Additional freight, shipping and other expenses as well as any depreciation in the value of the goods are to be reimbursed to us.

IV. Delivery and Delivery Time

1. Delivery periods and dates are approximate unless we have expressly and in writing designated them as binding.
2. Delivery periods commence on the date of our order confirmation, but not before clarification of all execution details, and are understood from the place of delivery. In sales ex works, delivery periods and dates are deemed observed upon notification of readiness for dispatch, even if the goods cannot be sent in time through no fault of ours or of the supplier. The delivery periods are extended by the period during which the client is in default with his obligations towards us under this or other contracts. This applies accordingly to delivery dates.
3. Events of force majeure entitle us to postpone delivery by the duration of the hindrance and a reasonable start-up period. If performance of the contract becomes unreasonable for one of the parties, it may withdraw from the contract to that extent. Circumstances equivalent to force majeure are all circumstances which significantly hinder or make delivery impossible for us, such as currency and trade policy or other sovereign measures, strikes, lockouts, operational disruptions (e.g. fire, breakage of machinery or rolls, shortage of raw materials or energy) as well as obstruction of transport routes, regardless of whether these circumstances occur at our premises, at the supplying plant or at a subcontractor.
4. If we are in default, the client must set us a reasonable deadline in writing.
   After fruitless expiry of the deadline, the client may withdraw from the contract with respect to those quantities and services which were not dispatched or reported ready for dispatch by the expiry of the deadline. Only if the partial services already rendered are of no interest to the client is he entitled to withdraw from the entire contract.
   If the client incurs damage due to a delay attributable to our fault, we shall compensate the damage demonstrably incurred and foreseeable at the time of conclusion of the contract, but not more than 5% of the value of the goods of the delayed or omitted delivery or service. This limitation does not apply to the extent that we are mandatorily liable in cases of intent or gross negligence. The client’s right to withdraw after fruitless expiry of a deadline set by us remains unaffected.

V. Notice of Defects and Warranty

1. Notices of defects must be received by us without delay after receipt of the goods, in writing, by telex, or by telegram. In the event of defects, processing must be stopped immediately.
2. If the client does not immediately give us the opportunity to satisfy ourselves of the defect, in particular does not immediately make the objected goods or samples thereof available upon request, all claims based on defects shall lapse.
3. In the case of a justified, immediate notice of defects, we shall take back defective goods and deliver flawless goods in their place; instead, taking into account the client’s interests, we are entitled to compensate the reduced value or to remedy the defect.
4. If we do not fulfill the obligation to make a replacement delivery or to remedy the defect, or do not do so in accordance with the contract, the client may withdraw from the contract or demand a reduction of the remuneration.
5. The above provisions also apply to deliveries and services other than goods conforming to the contract.
6. For goods sold as downgraded material—e.g. so-called 2-a material—the purchaser has no claims for any defects.

VI. Retention of Title

1. Our deliveries remain our property until payment of all our claims, including future ones, regardless of the legal grounds, even if payments are made for specifically designated claims. In the case of a current account, the retained title shall be deemed security for our balance claim. Processing and transformation are carried out for us as manufacturer within the meaning of § 950 BGB without obligating us. The processed goods serve as our security in the amount of the invoice value of the goods subject to retention of title.
2. In the event of processing, combination, and mixing of the goods subject to retention of title with other goods not belonging to us by the buyer, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods, including the expenses for processing at the time of processing (combination, mixing). Our co-ownership rights arising hereunder shall, mutatis mutandis, be deemed goods subject to retention of title in accordance with these conditions.
3. The buyer may dispose of our property only in the ordinary course of business under his normal business conditions and as long as he is not in default. He is entitled and authorized to resell the goods subject to retention of title only on the condition that the claim arising from the resale passes to us in accordance with paragraphs 4 and 5. He is not entitled to make other dispositions over the goods subject to retention of title, in particular transfer by way of security or pledging.
4. The buyer’s claims from the resale of the goods subject to retention of title are hereby assigned to us.
5. If the goods subject to retention of title are sold by the buyer—after processing alone or together with other goods not belonging to us, or unprocessed—the assignment of the claim from the resale shall apply only up to the amount of the invoice value of the goods subject to retention of title.
6. If the goods subject to retention of title are used by the buyer to fulfill a contract for work or a contract for the supply of work and materials, the claim from the contract for work or the contract for the supply of work and materials shall be assigned to us in advance to the same extent as provided in paragraphs 4 and 5.
7. The buyer is entitled to collect the claims from the resale until our revocation at any time. At our request, the buyer is obliged—unless we notify his customer ourselves—to inform the customer of the assignment to us and to provide us with proof of such notification as well as to send us the information and documents necessary for collection of the assigned claim along with this notification.
8. If the value of the securities existing for us exceeds our claims in total by more than 20%, we are obliged, at the buyer’s request, to release the securities to that extent at our discretion.
9. The buyer must notify us immediately of any attachment or other impairment by third parties.

VII. Shipment and Transfer of Risk
With the handover to the carrier or forwarding agent, but at the latest upon leaving the plant, the risk passes to the purchaser—even in the case of carriage-paid shipment. Goods reported ready for dispatch must be called off immediately; otherwise, we are entitled to send them to the buyer or to store them at the buyer’s expense and risk at our discretion and, in any case, to charge them as delivered ex works.

VIII. Place of Performance and Place of Jurisdiction
The place of performance for delivery is the respective place of departure of the goods.
The place of jurisdiction for all disputes is Plettenberg/Westphalia or, at our option, the general place of jurisdiction of the buyer; this also applies to actions relating to bills of exchange and cheques.
Exclusively the law of the Federal Republic of Germany shall apply to the legal relations between us and the buyer.