1. EXCLUSIVE SCOPE AND RECOGNITION OF OUR TERMS AND CONDITIONS OF TRADING
1.1 - All of our offers are based on our Terms and Conditions of Trading, which are the sole basis on which we accept any orders. We do not accept the validity of any of the terms and conditions of trading of our business partners.
1.2 - On issuing an order or accepting deliveries, the purchaser recognises the validity of our terms and conditions of trading not only for the transaction, but also for all future transactions.
2. OFFERS - SUBSIDIARY AGREEMENTS - CONTENTS OF CONTRACT
2.1 - Our offers are subject to change in the sense that a contract is only agreed if and when we accept the order.
2.2 - Subsidiary agreements for our offers and confirmations of orders must be confirmed by us in writing to be valid.
2.3 - If a contract is agreed for ongoing deliveries, we must be given call-off orders and the corresponding type allocation for approximately equal monthly quantities. If the purchaser does not place the call-up order or allocate types in time, we are entitled, after setting an unsuccessful period of notice, to allocate types ourselves and deliver the goods or, according to our choice, to withdraw from the outstanding part of the agreed contract or demand damages on grounds of non-performance.
2.4 - We are entitled to process all the legally protected data relevant to the purchaser within the limits of the statutory legal provisions.
3. NATURE OF THE GOODS
3.1 - Pictures, drawings, dimensions and weights appearing in catalogues, price lists or other printed matter are approximate values customary in the trade. We reserve the right to make changes to the design and material that are urgently necessary for technical and design reasons, insofar as such changes are reasonable for the purchaser, taking into account the intended purpose of the goods.
3.2 - We reserve the right to make over or under-deliveries of up to 10%.
3.3 - Works or acceptance certificates are issued only on request and will be charged for.
4. RIGHT OF WITHDRAWAL
4.1 - We have the right to withdraw from the contract if its performance comes to involve technical difficulties that are insuperable, or where overcoming these difficulties would incur expense that is disproportionately high compared to the value of the goods to be delivered, or if circumstances come to our attention that lead us to doubt the credit-worthiness of the purchaser.
4.2 - We are also entitled to withdraw in the case of force majeure. Strikes, lockouts and similar circumstances are equivalent to force majeure.
5.1 - Our prices are for delivery ex works excluding VAT, packaging, customs duties, any subsidiary import costs and insurance.
5.2 - We reserve the right to subsequent billing in the event of changes to alloy surcharges after conclusion of the contract but before delivery.
6. DELIVERY PERIOD
6.1 - Delivery periods are only agreed approximately. If a delivery is delayed due to circumstances beyond our personal control, in particular due to force majeure, official intervention, labour disputes, difficulties in acquiring material, disruptions to production, special requests by the purchaser or similar, the delivery period shall be extended for the duration of the impediment. This also applies to delays caused, through no fault of our own, by our not receiving correct or timely deliveries. An impediment lasting for more than six weeks and of which the end cannot be foreseen entitles us and the purchaser to withdraw from the contract, insofar as performance is not possible due to the impediment.
6.2 - Our exceeding the delivery period or a delayed delivery cannot form grounds for a claim for compensation against us by the purchaser, unless the exceeding of the period is the result of deliberate intent or gross negligence of our management or one of our employees.
7. LIABILITY FOR DEFECTS
7.1 - In no case will we guarantee that the goods ordered are suitable for the purpose intended by the purchaser or that they can be used or processed under the conditions existing for the purchaser or its end customer. It is rather the purchaser's obligation to test this before use or processing. We are not liable for errors resulting from the documents and materials submitted by the purchaser (drawings, samples or similar).
7.2 - Any complaints regarding defects must be in writing. The purchaser is not entitled to make a complaint about the entire delivery because part of the goods delivered are defective. Insofar as a properly made out claim for defects is well-founded, we will supply non-defective replacement goods. The purchaser is to return the goods that are the subject of the complaint at our request and at our cost. In this case, a claim for replacement delivery does not exist until we have received the returned goods. Instead of delivering replacement goods, we may also choose to rectify the defective goods, to change the contract with regard to the defective goods or to reduce the purchase price. The purchaser may set us, in writing, a period for exercising our right to choose, which shall begin to run from the time of our receipt of the defective goods at the earliest. If we do not exercise our right to choose within this period, it will be transferred to the purchaser.
7.3 - We are only liable for any compensation in the event of deliberate intent or gross negligence of an employee or auxiliary. Even in such cases, compensation is limited to foreseeable damages and damages typical for the contract. We are not liable for damage by the delivered item to the protected legal interests of the purchaser. Excepted from the statements above is liability for damages arising from loss of life, bodily injury or injury to health resulting from a negligent breach of duty on our part or a negligent breach of duty of the part of one of our agents or auxiliaries.
7.4 - The period of limitation for claims and rights pertaining to any defects - for whatever reason - shall be 1 year. This does not apply to Section 438 para. 1 no. 1, Section 438 para. 1 no. 2, Section 479 para. 1 or Section 634a para. 1 no. 2 of the BGB (Bürgerliches Gesetzbuch, German Civil Code). The periods of limitation in the above mentioned sentence are 3 years. The periods of notice mentioned above do not apply in the case of deliberate intent. They also do not apply in the case of wilful concealment of a defect. The periods of notice also do not apply in cases of bodily injury, loss of life, injury to health or freedom, to claims made according to the Produkthaftungsgesetz (German Product Liability Act), to a grossly negligent breach of duty or violation of essential contractual duties.
8. LIABILITY FOR PRODUCT RISKS AND FOR ERRORS IN CONTRACTUAL NEGOTIATIONS
8.1 - If damage results from a risk inherent in the goods delivered, whether this damage is based on a defect in the goods or linked with their contractual condition, or if damage results because no or insufficient warning was given of this risk, the party damaged cannot make any claim for compensation against us that may arise based on the above, unless our management or one of our employees has caused the damage by deliberate intent or gross negligence. Excepted from the statements above is liability for damages arising from loss of life, bodily injury or injury to health resulting from a negligent breach of duty on our part or a negligent breach of duty of the part of one of our agents or auxiliaries.
8.2 - We are only liable for the consequences of errors occurring during contractual negotiations, in particular for the consequences of insufficient or incorrect advice given to the purchaser, if these consequences are the result of deliberate intent or gross negligence by our management or by one of our employees.
9. INVOICES - PAYMENT
9.1 - We will issue invoices as soon as the goods are ready for dispatch or collection. Delays in the dispatch or collection of the goods that are not our responsibility will not postpone the due date of the invoice.
9.2 - Our invoices are payable immediately from the date of invoice, without deductions, in euros (€).
9.3 - Unless sent a reminder, the purchaser will be in arrears 30 days after receipt of an invoice. Once the purchaser is in arrears, whether due to a reminder or 30-day payment period as described above, we will charge interest to the amount of 8 percentage points above base rate; we reserve the right to claim higher compensation for arrears.
9.4 - If after the contract has been agreed we become aware of circumstances that lead us to doubt the credit-worthiness of the purchaser, we may choose either to demand payment in advance or a security. The same applies if the purchaser does not fulfil its payment obligations to us on the due date. If one of these events occurs, all our total receivables from the purchaser, even from other transactions, will immediately become due.
9.5 - Insofar as we accept checks or bank drafts, this shall always only be on account of payment, but not deemed final settlement of the debt.
9.6 - The purchaser is not entitled to offset against our claims to payment or to exercise a right of retention on due amounts. This does not apply to offsetting receivables determined as undisputed and legally valid or to the exercise of retention rights until such receivables are paid.
10. RESERVATION OF OWNERSHIP
10.1 - The goods we supply remain our property until all our receivables arising from the business relationship with the purchaser, even insofar as these have been paid into a current account, are fully paid for.
10.2 - If the goods we deliver are combined and/or blended , any acquisition of ownership by the purchaser is excluded. The processing or treatment of the goods is to be carried out in such a way that we are seen as the manufacturers. If our goods are processed with goods of another origin that are also under a reservation of ownership extended to cover processing, we acquire co-ownership of the new object in proportion to the invoice value of our goods compared to the value of the other goods being processed at the time. The property created for us as a result of processing or treating, combining or blending is to be treated legally in the same way as the original goods.
10.3 - All the purchaser's receivables from reselling the goods for which we have ownership or co-ownership are already transferred to us up to the amount of the invoice value once the purchase contract is concluded: this applies whether goods have been sold on with or without processing or treatment, combining or blending, or to one or several purchasers.
10.4 - At our request, the purchaser is to notify the debtors of the assigned receivables of the assignment, to inform us of the debtors and the amounts owed and to pass on to us the documents we require to claim the assigned receivables.
10.5 - The purchaser may only sell, process or treat goods in our ownership or co-ownership , or combine them with goods of other origin, as part of regular business transactions.
10.6 - If the purchaser is partly or wholly in arrears in fulfilling an obligation secured by the reservation of ownership, or if we become aware of circumstances that appear to endanger our rights, we may demand that the goods supplied be returned to us, without previously having declared our withdrawal from the purchase contract according to Section 440 BGB or having set a period of notice for meeting the obligation of payment according to Section 323 BGB. The existence of the purchase contract and the obligations of the purchaser remain unaffected by such a demand and by the return of the goods.
10.7 - The reservation of ownership is subject to condition subsequent in that on complete payment of all our receivables arising from the business relationship, ownership of the reserved goods will immediately be transferred to the purchaser and the assigned receivables will also fall to the purchaser. We undertake, on demand by the purchaser, to release the securities (goods and receivables) due to us under the above regulations according to our choice, insofar as their value exceeds the claims to be secured by over 20 %.
11. PLACE OF PERFORMANCE - PLACE OF JURISDICTION - APPLICABLE LAW
11.1 - The place of performance for delivery is the relevant location for dispatching the goods: for payment, it is Düsseldorf. The sole place of jurisdiction for all disputes about and arising from the contract, including for bank draft and cheque processes, is Düsseldorf. However, we have the right to press charges at any other place of jurisdiction valid for the purchaser.
12. INVALIDITY OF INDIVIDUAL PROVISIONS
12.1 - If individual provisions of these terms and conditions of trading should prove to be or become invalid for whatever reason, this shall not affect the validity of the remaining provisions.