PDF Download

ToS

Ende

Terms and Conditions
of Sale and Delivery

1. Scope

1.1 These Terms and Conditions of Sale and Delivery apply solely to companies defined
under section 14 of the German Civil Code.

1.2 We will only carry out deliveries and supply services according to these Terms and
Conditions of Sale and Delivery. Contrary terms of the customer will not apply unless we
expressly agree to their validity.

1.3. Our Terms and Conditions of Sale and Delivery shall also apply to future
transactions even if they are not specifically referred to in each case.

2. Offers / Quotations and Completion of a Contracts

2.1 Our offers are conditional and non-binding unless explicitly indicated as binding.

2.2 Decisive for the order is our written order acknowledgment. If the customer should
have any objections to the terms of the order acknowledgment, these must be made
known immediately. Otherwise, the contract will be carried out in accordance with the
order acknowledgment.

2.3 The invoice or the delivery note is to be regarded as the order acknowledgment if the
order is carried out immediately.

2.4 Samples, illustrations and details of weight, size and color are to be regarded as
approximate only, unless they are specifically designated as binding.

3. Prices

The prices in the order confirmation are binding. These prices are valid ex works and
exclude packaging, freight, postage, insurance, customs duty, other expenses and value
added tax.

4. Set-Off and Right of Retention

The customer may only set off a debt with an undisputed or final declaratory judgment.
The customer will only be permitted to assert a right of retention if it is based upon the
same conditions of contract.

5. Delivery

5.1 The lead times given by us are non-binding unless they are agreed upon as binding.
The ead time will begin with the order acknowledgment, but not before the customer has
provided the documents and technical details, authorization, clearance or a deposit
(if agreed upon).

5.2 We are not responsible for delays in delivery and service due to Acts of God or any
other unforeseeable, extraordinary circumstances through no fault of our own which
make it difficult or impossible to deliver, even if time limits and delivery times are
binding. We are permitted to postpone delivery or services for the period of the delay
plus reasonable preparation time. If the delay lasts longer than three months, the
customer is permitted to withdraw from the con-tract after setting an additional
time-limit. Any claims for damages on the part of the customer in this case will not
be accepted.

5.3 If delivery is delayed due to gross negligence, we will be liable for the resulting
damages. In the case of ordinary negligence, liability for proven damages due to delay
shall be limited to compensation for every completed week of the delay of up to 0.5%,
but up to a maximum of 5 % of the total price for the part of the shipment which
could not be used for the purpose intended due to the delay.

6. Passing of risk / Shipping

6.1 The shipping and transport is at the customer’s own cost and risk. The risk will pass
to the customer as soon as the goods leave our factory. This applies even if we have
agreed to pay freight charges in a specific case.

6.2 If transportation is delayed due to circumstances for which the customer is
responsible, the risks shall be borne by the customer from the day when the
goods are ready for shipment.

6.3 If we choose the mode of shipment, the route or the shipping company we will only
be liable for gross negligence.

7. Complaints

7.1 The customer must check the goods delivered to ensure that the delivery is complete
and that the packing is undamaged. Any complaints must be made to us immediately in
writing. The carrier shall be asked to draw up a statement of the facts.

7.2 The customer must inspect the goods without delay and inform us of any noticeable
defects immediately in writing. Hidden defects must be notified without delay as soon
as they have been discovered. Otherwise, the delivery will be considered to have been
approved.

8. Warrany claims

8.1 In the event of a defect for which we are responsible, we shall be entitled to remedy
this by either making repairs or supplying flawless items, at our own option. If we
refuse to remedy such defects or if our efforts to do so fail or the customer cannot
reasonably be expected to accept the result, the customer may assert its other legal
rights. No claims will be accepted in the event of a minor reduction in value or
suitability. The provisions of paragraph 9 shall apply to claims for damages due
to defects.

8.2 The manufacturer cannot give a guarantee or assume liability for the protective
effect of ring mesh products when further processed and applied outside their normal
uses covered by the German standards DIN EN 1082 and DIN EN ISO 13998. The user or
further processor shall be responsible for the proper use of items and for checking the
possibilities of such use and ensuring that any protection to be afforded by the ring mesh
products is actually provided. The further processor is asked to attach warnings to its
product concerning its area of application and the protection to be afforded, etc.

8.3 The customer’s warranty claims will lapse by limitation 12 moths after the delivery of
the item concerned. However, the statutory limitation periods apply to items that have
been used for a structure in the usual way, to the fraudulent concealment of a defect or
to a company’s right of recourse.

9. Limitation of liability / Damages

9.1 We shall be liable for intentional and gross negligence but shall only be liable for
simple negligence in the case of a breach of important contractual obligations to do
with the nature of the contract or if such a breach jeopardizes the ability to achieve
the purpose of the contract. No other claims based on simple negligence, regardless
of the legal reason for making them, will be accepted.

9.2 The above-mentioned limitation of liability does not apply to claims under the
German Product Liability Act or to claims arising out of death, physical injury or
damage to health. The limitation of liability shall also not apply if we deliberately
fail to mention defects or have assumed a guarantee.

9.3 Claims for compensation based on material defects shall lapse by limitation
12 months after the delivery of the goods. The statutory limitation period applies
to the cases specified in paragraph 8.3 and to intentional action, gross negligence,
culpable action causing death, physical injury or damage to health and claims under
the German Product Liability Act.

10. Retention of Title

10.1 We reserve the title to all goods delivered by us until all payments from previous
contracts have been paid. Claims for payment include checks, bills of exchange and
claims in connection with the invoice due. If claims for payment are to be met by a
bill of exchange the retention of title shall not be discharged until all demands in
connection with the bill of exchange have been met.

10.2 If the customer defaults payment or if it is obvious that our claims to payment
are jeopardized because of the customer’s inability to pay, we shall be permitted to
demand the immediate return of the goods even without setting a deadline in
accordance with section 321 of the German Civil Code.

10.3 The customer is to inform us without delay in the event of a seizure on execution
or any other measure taken by third parties. The customer shall bear all expenses in
connection with discharging the seizure and recovering the goods delivered if they
have not already been confiscated by the third party.

10.4 Subject to revocation for an important reason, the customer shall be permitted
to do with the goods delivered as it sees fit in the due course of business. The
assignment of the goods as a means of security and a seizure on execution are not
permitted. Goods subject to retention of title may only be passed on to the buyer if
the customer is not in default on its obligations to us.
In the event of goods being resold, the customer automatically assigns to us all
claims arising from the resale, especially claims to payment or other claims connected
with the sale, to the extent of the final amount of our invoice (including VAT).
This applies regardless of whether the goods delivered have been result without or
after being further processed.
Until we revoke the customer is permitted to collect the transferred claims using a t
rust. Reselling of debts within the framework of non-recourse factoring is subject to
our approval. For important reasons we are permitted to make known the transfer of
debt to a third-party debtor in our customer’s name. When this transfer has been
announced to a third-party debtor, the customer’s right to collection of debts expires.
In case of revocation of the right to collection of debts, we can demand that the
customer reveals the transferred claims and the debtors, gives us all necessary
information for collection provides the relevant documents and informs the debtors of
the transference Important reasons within the meaning of these provisions are:
payment default, suspension of payments, the opening of insolvency proceedings,
the protest of a bill of exchange or clear evidence of excessive indebtedness or
impending insolvency on the customer’s part.

10.5 The Treatment and processing by the customer of the goods delivered is always
done on our behalf. We are considered as manufacturers without further obligations
within the meaning of section 950 of the Civil Code. If the item delivered is processed
with other materials that do not belong to us, we thereby acquire the joint ownership
of the new item, the proportion being the invoice value to the purchase price of the
other goods processed. Moreover, the same provisions apply to the item resulting
from the processing as to the goods delivered..

10.6. If mandatory foreign rules of law do not render the retention of title provisions
or the assignment of debts invalid or unenforceable, the security that corresponds in
this area to the provisions on the retention of title or the assignment of debts shall
be agreed. If the customer’s co-operation is required, the customer shall take all
necessary measures to establish and maintain the security.

11. Place of performance, jurisdiction and applicable law

11.1 The place of performance for both delivery and payment shall be Mühlacker.

11.2 All legal issues arising from a contract or relating to its drafting and validity shall
be settled by the court that has jurisdiction for our company’s place of business.
This applies to business persons of both parties. At our own option, we may also bring
a legal action at the customer’s place of business.

11.3 The contract relationship is subject solely to German law. In the case of business
dealings with customers that have their head office abroad, the UN Convention on
Contracts for the International Sale of Goods (CISG) shall apply.

 

January 2009


niroflex © 2013 Customer CareToSDisclaimer