Sale and supply terms and conditions
- Pricing and reservation of title
Quotations are deemed to be non-binding. Deliveries are ex works. All goods delivered, even in a processed condition, remain the property of the supplieruntil the settlement of all amounts receivable by the supplier from thecustomer. When sold, the goods belonging to the supplier are replaced by a claim against the third party customer without the requirement for an express assignment to the supplier to that effect. (Extended reservation of title). The applicability of § 28 of the Settlement Order is excluded. We are obliged to accept liability for the supply of the goods that we ourselves manufacture and also those taken in for onward supply (bought-in goods) only in so far as our supplier may be called upon with regard to its liability.
- Place of fulfilment and jurisdiction
For all rights and duties arising from the transactions, Hamm-Wiescherhöfen is deemed to be the place of fulfilment and the Hamm District Court is deemed to have jurisdiction.
EN 10254 applies to the design and technical configuration of the forgings and to the tools required for their manufacture. With regard to regulations no longer included therein, DINs 7521 to 7523 continue to be deemed to be agreed. Tolerances and deviations for drop forgings are treated in accordance with DIN 7526 and/or EN 10243. For open-die forgings, the tolerances and deviations are agreed or the usual level of precision of the supplier’s factory applies.
- Delivery period
The delivery period is stated according to the best estimate but is non-binding. The buyer is not entitled to any claims for compensation whatsoever or to cancel orders as a result of late deliveries. Occurrences of force majeure such as a lack of raw materials or workers, workers’ strikes or lockouts, broken machinery or dies or other operating problems will lead to corresponding extension of the delivery period or entitle us to revoke our delivery obligations in part or in full without the buyer being entitled to make any claims for compensation. The same applies if such circumstances arise with subsuppliers of our bought-in goods etc. Materials provided that cannot be transhipped for no fault of our own will be charged for as ex works. We are entitled to make part deliveries.
The goods are dispatched at the recipient’s risk, even where carriage paid delivery has been agreed. In the absence of special instructions the dispatch will be made as we deem most suitable, without any guarantee of the cheapest carriage. If goods are dispatched directly to third parties, the goods must be accepted in our factory. If that does not happen, then the goods are deemed to be delivered in accordance with the terms and conditions when they leave our factory.
- Export declaration
If a buyer based outside the Federal Republic of Germany (extraterritorial customer) or its agent collects goods and delivers or dispatches them outside the territory, the buyer must provide us with the export declaration required for tax purposes. If this export declaration is not provided, the buyer must pay the Value Added Tax applicable on the invoice amount for deliveries within the Federal Republic of Germany.
- Applicable law
- The law of the Federal Republic of Germany applies with the exclusion of the “UN Convention on Contracts for the International Sale of Goods” dated 11.04.1980.
- When charging for deliveries from one EU member state to another, the Value Added Tax provisions of the relevant applicable form of the 6th EC Directive apply unless they are in conflict with national law. In so far as we are to levy Value Added Tax, the buyer owes the relevant Value Added Tax in addition to the agreed (net) purchase price.
The packaging that has been specially produced is charged as production cost and is not taken back. Hired containers, on the other hand, are always to be returned carriage paid and without their return being requested. In addition, pool boards or containers are used and exchanged or after a certain time for their return has elapsed they are invoiced to the customer at their new price.
Claims regarding numbers of units, quality or weight will be recognised only if we are informed of them in writing within 8 days of receipt of the goods and the goods, where necessary, are in the same condition as when delivered. In the event of a justified complaint, we will take back the defective goods and also bear the carriage costs if we have arranged their return. There will be a free-of-charge replacement delivery. We expressly reject any claims for compensation for the payment of wages, delay penalties, recall costs etc. With drop forgings, with a reject rate of 2 – 10%, the value of the unusable blanks is credited against the prices charged. It is only from a 10% reject rate upwards that free-of-charge delivery of blanks may be claimed.
By paying for a proportion of tool costs the buyer does not acquire any rights in the tools themselves. These remain the property of the supplier unless clear agreements have been made to the contrary. In general, only proportions will be charged for. A purchase contract will only become valid with our written order confirmation. Oral agreements and special agreements require our written confirmation in order for them to be valid. Mistakes and errors of calculation and writing in quotations, order confirmations, invoices etc. are not binding on us. The buyer’s purchasing terms and conditions, regardless of their nature, are invalid unless they are recognised by us in part or in full in writing. If the buyer does not agree to this, it must state this in writing within 3 days. Even if our customers are not full businessmen within the meaning of the HGB (Commercial Law Code), the provisions of the HGB regarding commercial transactions between businessmen are deemed to be agreed.
The documents and instructions of a technical nature passed on by us to the buyer are entrusted to it by us as part of our commercial activity and they remain our property. They are not public knowledge and they are therefore to be kept secret by the buyer. Any publication, misrepresentation, exploitation within the meaning of § 15 UrhG (Copyright Act), processing, conversion or amendment without our prior consent is prohibited. The buyer may only use these documents or instructions of a technical nature in our interests or in accordance with our instructions. In the event of breach of these restrictions, liabilities for compensation and other consequences in accordance with §§ 18, 19, 1 UWG (Unfair Competition Act) , 826 BGB (Civil Law Code), 97 106 UrhG will be incurred.
We are a customer exempt from forwarding, logistics and warehousing insurance
Prices are deemed to be in EUROS. Increases in production costs and the enactment of any new taxes and deductions not included in the calculated prices entitle us to make a corresponding price surcharge. With delivery to customers about whose solvency we are insufficiently informed, we reserve the right to demand payments in advance or sufficient security for the invoice amounts including after the conclusion of contracts. Invoices are due for payment on the 15th of the month following that of delivery, in cash, without any deductions, regardless of any entitlement to compensation for complaints. Notified readiness for dispatch is equivalent to delivery. Where payment is made by cheque, the date of availability of the monetary consideration counts as the date of receipt of payment. If the customer exceeds the payment terms, it falls into arrears without any additional warning. For the period from the due date to the date of receipt of payment and subject to claims for further rights, the customer will be charged for the costs and interest corresponding to the level that the bank applies to unsecured loans.