Terms of delivery and payment

§ 1 Validity of Terms

a) The seller’s delivery, performance and offers are made exclusively on the basis of these terms of delivery and payment. As a result, they also apply to all future business relations, even if they are not expressly agreed upon again. These terms are effective and accepted by the buyer no later than at the moment of accepting the product or the performance. Counterclaims of the buyer referring to his own terms of business and purchase are thus repudiated.
b) Deviation from these terms of business is only valid if the seller confirms this in

§ 2 Offers and Conclusion of Contract

a) All the offers of the seller are without engagement and non-binding.
b) Drawings, illustrations, measurements and weights or any other data and specifications are only binding when this is expressly agreed upon in writing.

§ 3 Prices

a) All purchase prices are without engagement plus the statutory VAT or sales tax.

§ 4 Delivery, Packaging and Transfer of Hazards

a) If not agreed differently, the prices are valid from Mönchengladbach, excluding packaging. The consignee will be charged with the costs for an insurance for transport .
b) If a railway collico is made available to the consignee on loan, it has to be returned to the Deutsche Bundesbahn by the consignee no later than the next working day. Otherwise the hire charge is due.
c) The risk of conveyance passes to the buyer as soon as the consignment is handed over to the person handling the transport.

§ 5 Delivery Time

a) Fixgeschäfte are not possible.
b) If there is a delay in delivery or performance on the grounds of force majeure or incidents that seriously interfere with the delivery or even make it impossible for the seller – and among these are, in particular, strikes, lockouts, government orders, etc.- and even if these incidents occur at the seller’s suppliers’ or their subcontractors’ companies, he , the seller, does not have to answer for this delay in spite of definitely agreed periods of time and date. It entitles the seller to post-pone the delivery resp. performance for the period of time this obstruction existed plus a reasonable time to get things going again or to withdraw completely or partly from this contract because of not having fulfilled this part.
c) If the obstruction lasts longer than three months, the buyer is entitled, after a reasonable extension of the deadline, to withdraw from that part of the contract that has not been fulfilled. If the delivery time is prolonged or if the seller is no longer bound to this contract, the buyer cannot claim damages because of this.
d) The seller is entitled to partial delivery and partial performance at any time.

§ 6 Warranty

a) Warranty begins with the date of delivery.
b) The buyer must inform the seller about any defects immediately, no later than within a week after the arrival of the product. Complaints about damages do not release the buyer from his duty to pay.

§ 7 Escape Clause concerning Property

a) The product remains in the seller’s property until it has been paid for completely.
b) Should a third party take possession of this not yet fully paid conditional product, the buyer will be informed that this is the property of the seller, and the seller will be advised of this incident immediately.
c) A breach of contract by the buyer, especially because of a delay in payment, entitles the seller to take back the conditional product or, if necessary, demand
a transfer of the buyer’s claims to surrender against a third party. The taking back as well as the attachment of the conditional products by the seller does not mean a withdrawal from the contract.

§ 8 Payment

a) As long as it has not been arranged differently, the following terms of payment are valid: within 8 days 3% cash discount, within 15 days 2% cash discount, up to 30 days net. This deduction of a cash discount can only be granted, if there are no other bills receivable that exceed the payment target. In spite of contrary declarations on the part of the buyer, the seller is entitled to charge payments to the buyer’s former debts first of all. Should costs and interest have already arisen, the seller is entitled to charge the payments first of all to the costs, then to the interest and, last of all, to the principal claim.
b) The payment is deemed to have been made at the moment when the amount is at the disposal of the seller. If cheques or bills of exchange are used, the payment is deemed to have been made when the cheque or bill of exchange is honoured.
c) If the buyer falls into arrears with his payment, the seller is entitled, from that moment on, to charge for default interest at the amount of 2% above the discount rate of the Landeszentralbank.
d) If the buyer does not fulfil his duty to pay, especially if his cheque cannot be cashed or stops his payments or if the seller learns of circumstances that make the buyer’s credit standing uncertain, the seller is entitled to have the entire remainder of the debt fall due, even if he has accepted cheques or bills of exchange.

§ 9 Applicable Laws, Legal Domicile, Partial Declaration of Null and Void

a) The laws of the Federal Republic of Germany apply to all these terms of delivery and payment and the entire legal relations between the seller and the buyer.
b) It is acknowledged by the two parties that Mönchengladbach is the place of fulfilment and legal domicile in case of legal action.
c) If one of the clauses in these terms of business or in statements within the frame-work of other agreements is or will become invalid, the validity of all other clauses and agreements will not be affected.