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Terms of Payment and Delivery

1. General

All supplies and services executed by us are subject only to our Terms of Payment and Delivery. Any conflicting or deviating conditions of the customer are not accepted, unless the validity of such is accepted in explicit written form. Our Terms of Payment and Delivery also apply if we proceed with delivery in full knowledge of conflicting or deviation conditions of the customer without any objections.

Our Terms of Payment and Delivery only apply to entrepreneurs and public law bodies in accordance with § 310 para. 1 German Civil Code. They apply to all current and future legal relationships.


2. Offers, prices and payment

Our offers are without engagement.

The prices stated by us are valid "ex works" unless stated otherwise in the order confirmation. An extra charge will be made for packaging. Statutory value added tax is not included in the prices, and is featured separately in the invoice in the current statutory amount.

We charge the following shipping costs: €9 to Germany and Austria, €14 to Belgium, Holland, Luxembourg and France, €19 to Denmark and the United Kingdom, €25 to the rest of the EU; outside the EU: ex works.

Payment of our invoices shall be made without deductions within 30 days of the invoice date. We grant 2% discount on payments within 10 days from the invoice date, or 5% for payment by automatic debit transfer, unless stated otherwise in the order confirmation.

Interest on arrears shall be paid at a rate of 8% above the corresponding base interest rate, but at least 10%.

The customer can only offset counterclaims from our outstanding claims in the event that his counterclaims are legally enforceable, undisputed or accepted by us. He is entitled to exercise a right of retention in the event that his counterclaim is based on the same contractual relationship.

The minimum order value is €100; we charge a small quantity surcharge of €25 on orders below this limit.


3. Delivery

Our stated delivery period begins on sending the order confirmation.

Partial deliveries are allowed and count as the beginning of delivery. The delivery counts as being completed if the goods have been sent by us in the form agreed with the customer within the period which applies to us.


Excess or shortdeliveries up to 5 % of the quantity ordered are permissible. Solely th quantity delivered shall be calculated.

Unforeseen hindrances to the delivery, such as force majeure, strikes, excusable interruptions to operations or excusable failure of means of transport, entitle us to adjust the delivery period in the form of immediate written notification.

In the case of delayed deliveries, we are liable according to the statutory regulations insofar as the corresponding contract is a firm deal according to § 286 para. 2 No. 4 German Civil Code or § 376 German Commercial Code, or the customer is justified in claiming that his interest in further fulfilment of the contract has become null and void.

We are liable according to the statutory regulations if the delayed delivery has been caused by wilful intent, gross negligence or culpable violation of an essential contractual obligation. Apart from wilful intent, our liability is limited to predictable typical damage.


4. Transfer of risk

Unless stated otherwise in the order confirmation, delivery is agreed to be "ex works".

Transport insurance can be taken out to cover the delivery at the customer's request and at his cost.


5. Liability for defects

Claims for defects by the customer presume that he has fulfilled his inspection and complaint obligations correctly according to § 377 German Commercial Code.

Otherwise claims are precluded if the notice of complaint is not submitted in writing within a period of one week after the customer has received the goods. If it should not be possible to detect the fault within this period even with all due care and attention, the notice of complaint is to be submitted in writing within one week of detecting the fault. The deadline has been met if the notice of complaint has been sent off on time.

The customer shall provide us with samples of the goods subject to complaint without delay at our request.

If the purchased goods are faulty, we are entitled to fulfil our contractual obligations by repairing the goods or supplying new fault-free goods at our option. If we decide to repair the goods, we pay for all necessary costs, insofar as these have not been increased by the goods being moved to a location which is not the place of fulfilment.

If this subsequent fulfilment of our contractual obligations should also fail, then the customer is entitled to withdraw from the contract or insist on reducing the purchase price.

If the customer asserts claims for damages resulting from wilful intent, gross negligence or culpable violation of an essential contractual obligation, we are liable according to the statutory regulations. If wilful intent is not involved, then damages liability is limited to predictable typical damage.

Liability for culpable damage to life and limb or health remains unaffected; the same also applies to mandatory liability according to the Product Liability Law.

Unless stated otherwise above, our liability is precluded regardless of the legal nature of the asserted claims. This applies in particular to damages claims for culpa in contrahendo, for other violation of obligations or for tortious claims to compensation for damage to property according to § 823 German Civil Code.
Such preclusion also applies with regard to the personal damages liability of our staff, representatives and vicarious agents.

The statute of limitations for claims arising from defects amounts to 12 months counting from the transfer of risk. The statute of limitations in the case of delivery recourse according to §§ 478, 479 German Civil Code remains unaffected.


6. Retention of title clause

We retain title to the purchased goods until payment of all our claims on the customer arising from the business relationship, including future claims from contracts concluded at the same time or at a later point in time. This also applies if individual or all claims have been included in a current invoice and the balance has been taken and accepted.

In the case of attachments or other third-party interference, the customer shall inform us in writing without delay so that we can file a lawsuit according to § 771 German Code of Civil Procedure. Insofar as the third party is not capable of refunding us with expenses incurred in and out of court, the customer is liable for the incurred loss.

The customer is entitled to resell the purchased goods as part of proper business transactions; however, he already assigns to us now all receivables owing to him for the resale by his customers or third parties, regardless of whether the purchased goods have been resold with or without further processing. We accept such assignment. The customer remains entitled to collect the receivables even after assignment. This does not affect our own entitlement to collect the receivables ourselves. However, we undertake not to collect the receivables for as long as the customer fulfils his payment and other obligations correctly, does not delay in making payments, and no petition for insolvency proceedings has been filed or stoppage of payments imposed. If this is the case, we could insist that the customer informs us of the assigned receivables and the parties owing them, together with all details necessary for collection, handing over the corresponding documents and informing the debtor of the corresponding assignment.

Any processing and finishing of the purchased goods by the customer is always carried out on our behalf. If the goods are processed together with other items which do not belong to us, we acquire co-ownership of the new product in the ratio of the value of the purchased goods to the other processed items at the point in time of processing. The same applies if the purchased goods are mixed with other items not belonging to us.

We under take to release collateral to which we are entitled at the customer's request to the extent that the value of our collateral exceeds the corresponding receivables by more than 10%; the choice of which collateral is released is at our discretion.


7. Copyright

Our designs, samples, models and similar are considered to be our intellectual property and must not be imitated or reproduced in any other way by the customer without our consent, even if there are no special protected rights.

In the case of designs, samples, models and similar submitted to the customer or produced according to his specifications, the customer is responsible for ensuring that no third party rights are infringed and exempts us accordingly from any third party compensation claims.


8. Data processing

On receiving the data notified by the customer, we are entitled to store and process the data necessary for handling the transaction, in compliance with the German Data Protection Law, and also to pass such data on to third parties as far as this is necessary to handle the transaction.


9. Place of jurisdiction and fulfilment

Insofar as the customer is a merchant, our registered office is the place of jurisdiction; we are however entitled to bring charges against the customer at the court responsible for his place of residence.

Subject to the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods is precluded.

Our registered office is the place of fulfilment, unless stated otherwise in the order confirmation.


Terms and Conditions of Purchase

1. Scope

Our Terms and Conditions of Purchase shall apply exclusively. We do not acknowledge any contrary or divergent terms and conditions unless we grant our explicit written consent to their validity. Our Terms and Conditions of Purchase shall also apply when we take delivery of a consignment without reservation while being aware of contrary or divergent terms and conditions of the Supplier.


2. Offer, conclusion of the Contract

We are entitled to revoke our order free of cost if the supplier does not confirm the order in question in unaltered form within two weeks of receiving it.

We reserve property rights and copyrights to drawings, illustrations, calculations and other documents. These may not be made accessible to any third parties without our explicit written consent. They may be used only for production and for purposes relating to the order and must be returned to us after these have been completed.


3. Prices and terms of payment

Prices are fixed prices and include all costs incurred by the Supplier in connection with the deliveries and services to be rendered by him, especially packaging, insurance and transport costs.

Invoices may be processed only when our order number has been properly indicated. Provided that nothing to the contrary has been agreed, we shall, at our discretion, pay invoices either within 30 days of the delivery and the receipt of the invoice or, when the invoice is received between the 1st and 15th day of a month, on the 25th of the said month, or, if received between the 16th day and the end of the month, by the 10th day of the subsequent month with a 3 % cash discount.

Payments made shall not imply any acknowledgement that the delivery was in conformity with the Contract. We are entitled to rights of offsetting and retention within the scope of prevailing law. The assignment to third parties of any claim of the Supplier against us is precluded.


4. Delivery period and delivery

The dates specified in our order shall be binding. The Supplier undertakes to inform us in writing without delay when circumstances which make the delivery date impossible to uphold become discernible.

Provided that nothing to the contrary was agreed, the delivery must be made free domicile. Partial deliveries shall require our agreement. Every delivery must be accompanied by a delivery note which must contain our EDP article number, our order number, a delivery note number and the designation of the contents as regards type and quantity.

The technical specifications applicable for the delivery must be sent along with the delivery free of charge. This shall also apply in the case of subsequent orders and additions.


5. Safety and environmental protection

The deliveries and services must comply with the statutory provisions, in particular the safety and environmental protection provisions. Any relevant certifications, test certificates and attestations must be sent together with the consignment free of charge.

The Supplier is obliged to ascertain and comply with the most recently amended versions of the guidelines and legislation applicable for the components used by him with regard to restrictions on materials. Prohibited materials may not be used. Materials which are preferably to be avoided and hazardous materials as defined by prevailing guidelines and legislation must be indicated by the Supplier in the specifications. We must be informed without delay about any indications of restrictions on materials being transgressed and/or any deliveries of prohibited materials.


6. Import and tariff regulations, customs duties

In the event of deliveries from an EU member country outside of Germany, the Supplier must indicate his EU value-added tax identification number.

Imported goods must be delivered duty paid. The Supplier is obliged to inform us in his commercial documents about any authorisation requirements for the (re-)exporting of his goods in accordance with German and European export and tariff regulations and the export and tariff regulations in the country from where his goods originated.


7. Passing of risk, final inspection and acceptance, property rights

Irrespective of the agreed pricing, the risk in cases of delivery without erection or assembly shall pass to us when the delivery enters the delivery address which we specified and in cases of delivery with erection or assembly when we have carried out our final inspection and acceptance. In connection with this, putting into operation or usage shall not take the place of our declaration of acceptance.

The ownership of the delivered goods shall pass to us upon payment. A prolonged or broadened retention of title is precluded.


8. Investigation of defects, liability for defects

We shall, within a reasonable period, inspect the consignments received for any quality or quantity divergences which may be evident. Any complaint on our part shall be deemed to be in good time if it is received by the Supplier within a period of one week, calculated as from the receipt of the consignment or, in the case of hidden defects, when such defects have been discovered.

We are fully entitled to assert the statutory claims for defects. We are entitled, at our discretion, to demand that the Supplier either rectifies the defects or delivers a new item. The right to compensation, especially compensation instead of performance, shall remain reserved.

We are entitled to carry out the defect rectification activities ourselves or have them carried out by a third party at the expense of the Supplier if there is a danger inherent in the delay or in other cases of special urgency. This shall also apply if the Supplier delivers belatedly and we have to rectify defects immediately in order to avoid defaulting on delivery ourselves.

The limitation period for our claims shall be 36 months, calculated as from the passing of risk.


9. Trade mark rights and indemnification

The Supplier guarantees that no rights of third parties are infringed in connection with his delivery. The limitation period in this respect shall be 10 years as from the conclusion of the Contract.

The Supplier shall indemnify us from all claims which third parties assert against us on whatever legal grounds as the result of a material defect or a defect of title, an infringement of trade mark rights, or some other fault in his delivery, and shall reimburse us for any costs necessarily incurred in our prosecution of legal action in this matter.


10. Provision of material

Any material provided by us shall remain our property and must be held in safe custody by the Supplier separate from his other items free of charge and with the diligence of a prudent businessman and be labelled by the Supplier as our property. It may be used only for the execution of our order. Any damage to the material provided must be compensated for by the Supplier.

The processing and restructuring of the material provided shall be carried out for us by the Supplier. We shall directly become the owner of any new items which thereby come into being. If the material provided constitutes only a part of the new items, we shall be entitled to co-ownership of the new items in proportion to the value of the material provided by us contained therein to that of the remainder of the material.


11. Confidentiality and data protection

The Supplier is obliged to treat as confidential all commercial and technical details outside the public domain of which he becomes aware as a result of our commercial relationship and not to forward them to third parties without our explicit consent. This secrecy obligation shall continue to apply after this Contract has come to an end.

We are entitled to save and process the data which are required for business purposes, and to forward them to third parties as required by business purposes, with due regard to the German Federal Data Protection Act (BDSG).


12. Applicable law and contract language

This Contract and all of the legal relationships between the parties are subject to the law of the Federal Republic of Germany, with any validity of the UN Convention on Contracts for the International Sale of Goods (CISG) being precluded.

If these Terms and Conditions of Purchase are made known to the Supplier in a language other than the company's language (German), this shall be done only for the sake of easier understanding. If there are any differences of interpretation, the text composed in the company's language (German) shall be applicable.


13. Place of jurisdiction and place of performance

Insofar as the Supplier is a merchant, our registered office shall be the place of jurisdiction. We shall nevertheless also be entitled to take legal action against the Supplier at the court in his place of residence.

Provided that nothing to the contrary is specified in our order, our registered office shall be the place of performance.