Terms & Conditions
Conditions of purchase
For purchase orders only our conditions of purchase are valid.
We explicitly do not accept general business conditions that are contrary to or deviating from our conditions of purchase.
Our conditions of purchase are also valid for all future business with the supplier.
Any deviation from this requires our explicit written approval.
Purchase order and correspondence:
Only our written purchase orders are effective. These can also be made via data telecommunication or facsimile transmission.
Verbal agreements prior to, on or after conclusion of the contract, especially later amendments of the order, are always subject to our written confirmation in order to come into effect. This confirmation can as well be made via facsimile or data telecommunication.
The period for execution or delivery stipulated in our order is binding. The receipt of the performance or delivery on our site is decisive for the compliance with the period for execution or delivery.
The contractor and the supplier respectively is responsible for any delays. He is thus obliged to prenotify us of all conditions known to him that might make the compliance with the time limits impossible so that we have the possibility of other timely arrangements.
This does not affect his liability, also in respect of any consequential losses.
Place of fulfilment and delivery:
Place of fulfilment and delivery for both parties is always D-49584 Fürstenau or, at our option, D-49832 Freren, unless another place of fulfilment or delivery is explicitly stipulated in our purchase order.
Freight and packaging:
The goods are transported at the risk of the supplier.
The supplier pays the freight costs including packing costs until the delivery to the station of destination. Returned packing must be credited amounting to the full invoice value.
Delays in execution and delivery for which the contractor or supplier cannot be blamed entitle us to withdraw from the contract partly or in full, without prejudice to other rights.
Warranty claims and obligation of inspection and notice:
The acceptance of the performance and the delivered goods is subject to the inspection for flawlessness, with particular regard to the accuracy, completeness and fitness of the goods. The contractor and supplier respectively shall be informed about faults detected after receipt and exact discovery of the result. The notification of obvious faults shall be deemed to be in time if it reaches the supplier within three weeks after receipt of the goods.
Terms of payment:
Unless agreed otherwise, payment shall be effected within 60 days net after the receipt of the goods and the invoice, or, at our option, within 14 days with a discount of 3 %. The payment period is valid from the receipt of the goods and the invoice, thus not before the goods as well as the invoice has reached us.
If one of these regulations and one of the other arrangements agreed upon should be inoperative this shall not effect the validity of the other conditions. The contractual parties are obliged to replace the inoperative regulation with a regulation as similar as possible. For the contractual relations between the parties the German Law is exclusively valid excluding the UN-purchasing law and the German international private law. For all disputes that indirectly or directly result from the contractual relationship the place of jurisdiction is the court which is responsible for the headquarter of the buyer which is the country court of Bersenbrück or the district court of Osnabrück.
Conditions of sale and delivery
For all deliveries of the supplier only our general conditions of sale and delivery are valid.
We do not accept deviating or contrary general business conditions of the customer unless we have expressly agreed in writing that they are valid.
Also by accepting the agreement the contrary general business terms of the customer will not become content of the agreement.
Offer, purchase order and order acceptance
All documents belonging to the offer such as diagrams, drawings, weights and dimensions are only roughly decisive as far as those are not expressly declared to be binding. The supplier reserves the right of wnership and the copyright for costs estimates, drawings and other documents; they must not be made available to third parties. The supplier is obliged not to present confidential documents of the customer to third parties without the customer's expressed consent.
The supplier is bound to the offer for 12 weeks after the customer has received it. If the customer does not accept the offer in writing within the period of 12 weeks the supplier is no longer bound to the offer.
A delayed acceptance by the customer or a modification of the offer are regarded as a new offer of the customer. In those cases an agreement is achieved only by the written order confirmation of the supplier.
Orders that are placed with the supplier by the customer require acceptance in the form of a written order confirmation of the supplier. An agreement is achieved only after the written order confirmation of the supplier.
Cancellation or Modification
The supplier may cancel any purchase order or release thereunder, or terminate any agreement relating to the purchase of the supplier products or services upon reasonable prior written notice to the customer.
Once the supplier has accepted a purchase order or begun taking actions with respect to a purchase order, the customer cannot cancel or modify that purchase order except with the supplier written consent.
In such event, the customer will be liable for cancellation or modification charges and all costs incurred and committed for the order or in connection with the cancellation or modification, asapplicable, together with a reasonable allowance for prorated expenses and anticipated Profits.
Scope of supplies
For the contents and scope of supplies the offer of the supplier is relevant as long as the customer has accepted the offer in due time. Otherwise the written order confirmation of the supplier is relevant for the scope of supplies.
Price and payment
In the absence of an agreement to the contrary all prices shall be ex factory including loading in the factory, but without packaging. The valid legal VAT will be added to all prices.
In the absence of an agreement to the contrary the payment for the supply of machines, conveying lines or other equipment is cash without any deduction.In the absence of an agreement to the contrary the payment shall be made as follows: 1/3 down payment after receipt of order confirmation and down-payment invoice, 1/3 as soon as the customer is informed that the goods are ready for dispatch, 1/3 within 30 days after delivery of the goods and receipt of the final invoice.
In the absence of an agreement to the contrary the payment for the supply of spare parts and other supplies and services is cash without any deduction free point of payment of the supplier within 10 days after invoicing.
The customer is not allowed to restrain payments or to offset possible counterclaims which are denied by the supplier.
The delivery time results from the order confirmation or from the offer of the supplier provided that it has been accepted by the customer in due time. The delivery deadline is binding only if it has expressly been agreed upon in the order confirmation.
A binding delivery deadline agreed upon will only be kept by the supplier if all commercial and technical details are clarified between the contract parties and if the customer has fulfilled all his obligations, e.g. the documents to be provided by the customer, original samples of the products to be packed, approvals and releases and only after the agreed downpayment has been made. If this is not the case the delivery deadline will be prolonged accordingly.
The delivery deadline is kept if the delivery item has left the factory until the expiry of the delivery deadline or if the customer has been informed about the readiness for dispatch until the expiry of the delivery deadline.
The delivery deadline will be extended accordingly in case of industrial dispute, especially strike and lockout as well as in case of unforeseen obstacles which are not in the intention of the supplier as far as it can be proved that those obstacles have considerable influence on the completion or supply of the delivery item. This also applies if these circumstances arise on site of any subcontractor. The above-mentioned circumstances are also not to be justified by the supplier if they arise during a present delay. In special cases the supplier will inform the customer about beginning and end of such obstacles at his earliest convenience.
If the delivery item is not taken by the customer the supplier is entitled regardless of his other rights to dispose of the item for a different purpose after having set an appropriate deadline which has expired fruitlessly.
Passing of risk and acceptance
The passing of risk to the customer is made at the latest when the delivery item is dispatched from the factory even in case of partial deliveries or if the supplier has taken over other services such as shipping charges or carriage and installation. On request of the customer the supplier can insure the delivery at the customer's expense against theft, breakage, damage in transit, damage by fire and water as well as against other insurable risks.
In case that the supply should be delayed due to circumstances to be justified by the customer the risk will pass over to the customer as from the day the readiness for delivery had been announced. On request of the customer the supplier is obliged to effect an insurance at the expense of the customer. The contents and the scope of the insurance depends on the written instructions of the customer.
Delivered goods have to be accepted by the customer notwithstanding the rights of paragraph VII even if they show any insignificant defect.
Partial shipments are permitted.
Reservation of title
The supplier reserves title to the goods delivered pending payment in full. The reservation of title also applies until all claims – including future and conditional claims – from the business realation between customer and supplier are paid.
The customer is neither entitled to pawn nor to assign the delivery items as security but is entitled to sell the goods that are subject to the reservation of title in the usual course of business.
By this he already assigns to the supplier the claims arising from this towards his business partners.
If the goods are treated or processed by the customer the reservation of title includes the new item in full. The customer acquires joint ownership by the fraction that corresponds to the proportion of the value of his goods to the goods delivered by the supplier.
If the value of all securities existing for the supplier sustainably exceeds the existing claims by more than 10% the supplier will, on request of the customer, release securities, these securities will be chosen by the supplier.
The supplier is entitled to assert the right to the reservaton of title without withdrawing from the contract.
According to § 377 HGB (code of commercial law), the customer is obliged to inspect the delivered goods immediately after delivery and to inform the supplier without delay and in writing about existing faults. The supplier will only accept reprimands of claims as such if they had been communicated in writing. Claims asserted towards employees who work outside the office or towards forwarders or other third parties do not constitute a proper and timely reprimand.
If a repair performance is made due to a justified and timely reprimand of claim the delivery-period conditions are correspondingly valid.
The supplier is to be granted an appropriate deadline of at least 6 weeks to eliminate the faults by repair.
In case of a fault the customer has the following rights: All faulty parts that prove to be faulty upon the passing of risk are to be repaired free of charge or to be replaced, according to the supplier's discretion. Furthermore, in case of the failure of the attempt to carry out a repair performance the supplier has the right to carry out another repair performance, again at his discretion.
It is only on failure of the repeated repair performance that the customer is entitled to withdraw from the contract or to reduce. Replaced parts will become the property of the supplier.
No responsibility will be taken over for damages caused by the following reasons: unsuitable or improper use, faulty installation or commissioning on the part of the customer or third parties, natural wear and tear, faulty or negligent handling, unsuitable production equipments and facilities, exchanging materials, inadequate construction work, unsuitable building site, chemical, electrochemical or electrical influences as far as these are not to be put down to the fault of the supplier.
For the execution of the repairs and replacements which seem to be necessary at the supplier's reasonable discretion the customer has to provide the required time and opportunity arrangement with the supplier, otherwise the supplier is free from the liability for defects.
If the fault on the good is based on a defective part which can simply be disassembled and installed the supplier is entitled to send the customer a corresponding replacement part free of charge which the customer has to install on his own costs. Hence, in this case the customer is not entitled to claim the installation of the replacement part to be carried out by the customer.
By possible improper changes or repairs which are carried out by the customer or by third parties without the prior approval of the supplier the liability for the caused consequences will be abolished.
If repairs or replacement delivery fail the customer is only entitled to claim a reverse transaction of the contract or the reduction of the purchase price. A liability for compensation due to a fault on the good is xcluded if the damage had not been caused by the supplier, his legal representative or his assistant by conscious negligence or Intention.
The supplier is liable for damages only - regardless of the legal reason - if he or his legal representative or an assistant has caused the damage by gross negligence or by intention. A further liability for damages is excluded. In case of a culpable violating of essential contractual obligations the supplier is liable - except for cases of intention or gross negligence on the part of the owner or his executives - only for the damage typical for the contract and reasonably foreseeable. The exclusion of the liability furthermore does not apply to those cases in which according to the product liability act there is a liability for damage to persons or private property in case of faults of the delivery items.
All rights of the customer - regardless of the legal reasons - lapse within 12 months after delivery. In case of intentional or malicious acting as well as in case of claims from the product liability act the legal limitation periods shall be applied.
In case of delay of the dispatch, the installation or the startup through no fault of the supplier the liability for defaults will lapse 12 months after the passing over of the risk at the latest, even if the items remain at the supplier's.
For essential products from outside the liability of the supplier is limited to the ceding of the liability claims he is entitled to towards the supplier of the product from outside.
Place of jurisdiction
For all disputes that result from the contractual relationship legal proceedings have to be instituted at the court which is responsible for the headquarters of the supplier which is the county court of Bersenbrück or the district court of Osnabrück.
If one of these regulations and one of the other arrangements agreed upon should be inoperative this shall not effect the validity of the other conditions.
The contractual parties are obliged to replace the inoperative regulation with a regulation as similar as possible.
For the contractual relations between the parties the German Law is exclusively valid excluding the UN-purchasing law and the German international private law.