Terms and Conditions

I. General

1. Our terms and conditions apply exclusively. We do not recognise any conditions of our contractual partners that contradict or diverge from our Terms and Conditions, unless we have expressly agreed in writing that they are valid. Our Terms and Conditions also apply if we meet our obligations while aware of conditions of our contractual partner (henceforth: customer) that contradict or diverge from our Terms and Conditions. Our Terms and Conditions also apply as a framework agreement for future contracts with the same customer, without us having to indicate our Terms and Conditions again on each occasion.

2. All agreements that are made between us and the customer to carry out this contract are put down in writing in the order confirmation and in these Terms and Conditions. Legally relevant declarations and notifications to be issued after the contract has been concluded must also be in writing to be applicable. To comply with the required written form, it suffices to send the agreements by fax and/or e-mail.

3. Our Terms and Conditions apply exclusively for customers who are entrepreneurs under German Civil Code Section 14, legal persons under public law or legally constituted bodies. Duties under Section 312e Para. 1 P. 1 No. 1 to No. 3, P. 2 of the German Civil Code are not applicable to our customers.

II. Offers – Offer documents

1. Our offers are not binding and are subject to change, provided the offer does not indicate otherwise. If an order from the customer can be classed as an offer, we can accept it within 5 working days.

2. We retain ownership and copyright on illustrations, drawings, calculations and other documents. Display items/samples, documentation, product descriptions or other documents do not constitute a guarantee of quality nor do they guarantee properties; the only properties that are guaranteed are the ones expressly described as guaranteed in writing. Display items/samples must not be passed on to third parties without our express written authorisation.

III. Prices – Payment conditions

1. Unless otherwise specified in the order confirmation, our prices are ex works, excluding packaging, which is invoiced separately. The customer bears the shipping risk (German Civil Code Section 447) and any customs tariffs, fees, taxes and other expenses.

2. If cost increases occur after conclusion of the contract, particularly due to pay agreements or changes in material prices, the customer agrees to negotiate a price change with us if the cost increases are proven.

3. Legally applicable VAT is not included in our prices. It is indicated on the invoice in the legal amount on the day of invoicing.

4. Unless there is a written agreement to the contrary, the customer is in arrears if they have not paid the net purchase price (without discounts) within 30 days of issue of the invoice.

5. The customer can pay the purchase price by cash-on-delivery (COD), invoice or credit card. Payment should be made to us at Aachen with charges and expenses already paid. Cheques and bills of exchange are accepted as payment with reserve once they have been cashed and provided that they include any related interest and bank charges. We are not liable for the orderly and timely notification and provision of protests. We reserve the right accept or reject own or other bills of acceptance. Where a cash discount is agreed, an own or other bill of acceptance is not considered to be a cash payment. Our representatives are only authorised to collect payment when they have been expressly delegated with the appropriate written collecting power. Payments made to a representative without such credentials do not constitute a valid settlement of an outstanding payment by the customer.

6. Discounts may only be deducted if there is a written agreement. Discounts cannot be granted on the costs of moulds, tools, installation, labour and programming, unless otherwise agreed in writing.

7. The customer has the right to settlement only when their claims of deficiencies or counterclaims have been legally recognised, they are uncontested, or have been accepted by us. The customer may only then exercise the right to withhold payment when their claim is based on the same contractual agreement that gives rise to the customer’s obligation to pay.

IV. Delivery – Delivery time

1. Unless otherwise agreed in writing, delivery is ex works, excluding freight and transport costs. We reserve the right to choose the type of shipping and the shipping route. Where 'free' deliveries are agreed in writing, we reserve the right to deliver the goods using the means and route most favourable to us.

2. The delivery time is agreed individually or specified by us in the order confirmation. The start of the delivery time that we specify requires that all technical specifications/questions necessary for handling the individual order have been dealt with the customer and that we are supplied on time by our suppliers. For us to meet our delivery obligations, it is also a requirement that the customer supplies us on time with the information and technical details required for processing the order (duty of the customer to cooperate).

3. If the customer is in default of acceptance or culpably fails to observe their duty to cooperate in the sense of point 2, we are authorised to demand compensation for the damages caused to us in this respect, including any extra expenses. The right to assert further claims or rights remains reserved.

V. Customer claims for defects

1. The rights of the customer in case of material defects and details of title are governed by legal regulations unless henceforth otherwise agreed. This does not affect Sections 478 and 479 of the German Civil Code in case of supplier regress.

2. For a customer to make claims for defects, they must have fulfilled their examination and notification as per Sections 377, 381 Para. 2 of the German Commercial Code, provided the customer is a businessperson. Independently of this, the customer must notify us of clear faults within two weeks of delivery in writing; for observation of this period it is only required that the notification is dispatched on time. If the customer does not provide correct notification, we cannot be held liable for the faults of which we were not notified.

3. In case of remedial action or a replacement delivery, we are obliged to cover all costs required for repairs or substitutions, particularly transport, labour and material costs, unless these are increased because the purchase has been moved to a location other than the place of fulfilment.

4. The customer can only claim compensation for damages or reimbursement of wasted expenses as specified in point VI., and any other claims are excluded. We are also liable in accordance with statutory regulations, if the customer can prove claims for damages based on intent or gross negligence, including the intent or gross negligence of our representatives and agents. To the extent that we are accused of no intentional breach of contract, compensation liability is limited to foreseeable losses that typically occur. We shall also bear legal liability under statutory regulations if we violate culpably an essential contractual obligation; in this case also compensation liability is limited to foreseeable losses that typically occur. A fundamental contractual obligation will always exist if the breach of duty relates to a duty, the performance of which the customer has relied upon and indeed was entitled to rely upon.

VI. Total liability

1. Insofar as nothing different arises from these Terms and Conditions, including the conditions below, we assume liability in the case of a violation of contractual and non-contractual duties in accordance with statutory regulations.

2. We are liable to pay compensation for damages – on whatever legal basis – in cases of intent and gross negligence. In case of simple negligence there is only liability
a) for damages due to injury to life and limb or health;
b) for damages due to violation of a fundamental contractual duty (a duty that must be fulfilled in order for the contract to be correctly carried out at all and which the customer has regularly relied upon and indeed was entitled to rely upon), and in this case the liability is limited to compensation for foreseeable losses that typically occur.

3. The limits to liability from Para. 2 do not apply if we fraudulently concealed a defect or if we gave a guarantee for the quality of the goods. The same applies to customer claims in accordance with product liability law.

4. Cancellation shall be permissible due to a violation of duty which does not consist of a defect only if we may be held responsible for the violation of duty. Otherwise legal requirements and legal consequences are applicable.

VII. Limitation period

1. Notwithstanding Section 438 Para. 1 No. 3 of the German Civil Code the general statute-of-limitations for claims due to defects of quality and title is one year from delivery. Where an acceptance procedure is agreed, the limitation period shall begin on acceptance. This shall not affect special statutory provisions relating to fraud or bad faith on our part (Section 438 Para. 3 German Civil Code, Section 634 a Para. 3 German Civil Code) and for claims of recourse against the supplier in final supply to a consumer (Sect. 479 German Civil Code).

2. The aforementioned periods of limitation also apply to contractual and non-contractual compensation claims from customers based on a product defect, unless using the standard legal period of limitation (Sections 195, 199 German Civil Code) would lead to a shorter period of limitation in the individual case. The periods of limitation in the Product Liability Law remain unaffected. Otherwise only statutory limitation periods are applicable for customer claims for compensation for damages as per point VI.

VIII. Retention of title

1. We reserve the right to ownership of the goods until complete fulfilment of all current and future requirements from the purchase contract and an ongoing business relationship.

2. The customer has the right to have at their disposal and to sell the goods in normal commercial transactions under the usual conditions. The proceeds from sales to sub-purchasers or third parties to the value of the invoiced amount (including VAT) shall be transferred to us; this applies regardless of whether or not the goods are post-processed before being passed on to the sub-purchaser. We accept the transfer. We reserve the right to collect such proceeds in the event that the customer does not make orderly and timely payment to us and is in arrears with payments. In this event, any proceeds collected by the customer shall be transferred to us immediately or where specified shall be held separately for us until the settlement date and credit transfer. We can also demand that the customer informs us of the assigned accounts and their debtors, provides all information necessary for collection, hands over the relevant documents and informs its debtors (third parties) of assignment to us.

3. The goods are handled and processed by the customer in our name and on our behalf. If the goods delivered by us are further processed with other goods not belonging to us, we have the right to co-ownership in the new object, the value of co-ownership being equal to the value of the goods delivered by us at the time of processing.

4. If the goods delivered by us are inseparably mixed with other goods not belonging to us, we have the right to co-ownership in the new object, the value of co-ownership being equal to the value of the goods delivered by us at the time of processing. If mixing is carried out in such a way that the object belonging to the customer or their sub-purchaser is to be considered to be the main object, it is agreed that the customer transfers partial ownership to us. Where sole or joint ownership comes about in this way, the customer safeguards it for us.

5. In case of garnishment or other interventions by third parties, the customer must inform us immediately in writing, so that we can make a claim in accordance with Section 771 of the Code of Civil Procedure. If the third party is not in a position to provide us with the legal and extrajudicial expenses of a claim as per Section 771 of the Code of Civil Procedure, the customer is liable for our shortfall. Apart from this, the customer is not entitled to use the goods delivered and subject to retention of title as pledges or to transfer title of such goods as security for loans.

6. We agree to release the securities to which we are entitled at the customer’s request, provided that the value that can be raised for our securities exceeds the requirement to be covered by more than 10%. It is incumbent upon us to select the securities to release.

IX. Tool costs – Tool ownership

1. If the contract for services or supply requires that tools and/or moulds are produced, we will carry out the manufacture of the tools and/or the moulds.

2. The costs of manufacture of the tools and/or moulds will be covered on the basis of a separate agreement.

3. Regardless of this, whoever covers the costs for manufacturing the tools and/or moulds, tool ownership remains in any case with us. Contributions to installation and manufacturing costs (the costs of moulds, parts, tools etc.) does not counteract our exclusive ownership of these facilities and tools. Even if the customer pays the outstanding costs in full, this does not give rise to any claim to transfer of the tools and/or the moulds.

X. Statute – Place of jurisdiction

1. The laws of the Federal Republic of Germany shall apply. The terms of United Nations sales conventions do not apply. Requirements and effects of retention of title as per point VIII. are subject to the law at the place where the goods are stored, insofar as this states that the choice of German legislation is inadmissible or ineffective.

2. All disputes and controversies arising out of this agreement with the customer, the businessperson or legally constituted body shall be referred exclusively to the jurisdiction of the courts of Aachen, Germany, our place of business. However we have the right to sue the customer in his general place of jurisdiction. This condition shall also apply in those cases where the customer concerned has no general jurisdiction in Germany or whose place of residence or usual headquarters are not known at the time of institution of proceedings.

3. Unless otherwise specified in the order confirmation, our place of business is the place of fulfilment.

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