Woven wire cloth made of stainless steel, non-ferrous metal and plastic
supplied in rolls or as finished items - just as you need it.
General terms and conditions
General terms and conditions of sale and delivery
Sales and other supply contracts are closed according to the following General Terms and Conditions of Sale and Delivery. They apply to business companies only. When the contract is concluded the buyer/customer (hereinafter called customer) provides his consent to our General Terms and Conditions of Sale and Delivery. We explicitly oppose any deviations from our General Terms and Conditions; these are only binding to such an extent as they have been confirmed in writing. Our General Terms and Conditions of Sale and Delivery also apply to all future sale and supply contacts even if not explicitly indicated.
Documents related to quotations such as illustrations, drawings, and data on dimensions shall be deemed only approximate and not binding. We reserve the right of ownership and copyright for cost estimates, drawings and other documents. They may not be made accessible to third parties.
II. Scope of delivery
- Our written acknowledgement of order is decisive for the scope of delivery. Any additional agreements and amendments need to be confirmed in writing to become effective.
- We are entitled to make partial deliveries, as well as short or excess deliveries of up to 10% of the ordered quantity.
III. Prices and payment
- Our prices are ex works, excluding packaging. If the costs for the required raw material, wage costs and other costs increase, we are entitled to reasonably adjust the agreed price 4 months after the increase of the preliminary costs.
- The terms of payment are written in the order confirmation resp. in the invoice.
- If the customer defaults on payment – or instalment, in case of agreed instalments - in whole or in part – we can withdraw from the contract without prejudice of our rights acc. section VI. 3. after expiration of a reasonable period, and we can demand compensation instead of performance.
- We charge interests on arrears of 8% above base interest rate. We reserve the right to claim higher damages for default.
- The customer is not entitled to offset against our claims unless his counterclaims are undisputed and legally established. The customer can claim a right of retention only on account of claims arising from the same contract.
IV. Delivery time
- Statements regarding the delivery time are not binding. The agreed delivery time begins with receipt of the written order confirmation, but not before the necessary documents, production releases or agreed down payments have been provided by the customer. The delivery time has been met when the order has left the facility before the deadline or when the customer has been notified that the goods are ready for dispatch.
- In the event of force majeure or other events hampering the delivery, the delivery is accordingly extended. The same applies in the case of delivery delays of raw material or auxiliary material provided that these delays can be proved to substantially affect the completion of the delivery and which we are not responsible for.
- Four weeks after a non-binding delivery time has been exceeded the customer may set a reasonable period of time in writing. After expiration of this additional period of time without result, the customer may withdraw from the contract by written notice provided that we are responsible for such delay. If the customer delays the collection of the goods he has to pay a storage fee of 0.5 % of the invoice starting in the second month.
V. Transfer and acceptance of risk
- If the customer is a merchant as defined by the German Commercial Code the risk passes to him with notice of readiness of shipment. The risk passes to other customers by handing over the goods to the forwarder/carrier provided delivery term is "ex works". The customer is entitled to refuse the acceptance of the goods only if it obviously differs from the order. This excludes short or excess deliveries.
VI. Reservation of ownership
- We reserve the right of ownership of the merchandise supplied by us until receipt of all payments due to the related contract. If the customer is a merchant as defined by the German Commercial Code we reserve ownership of all supplied merchandise until receipt of all payments arising from the business connection with the customer. The processing of goods supplied and still owned by us is always done by our order without obligations arising for us. If the merchandise owned by us is mixed, blended or joined with other items, the customer immediately passes his right of ownership or co-ownership of the new item to us, and he has to carefully preserve the item for us. The customer may sell the merchandise owned by us in the regular course of business only if he is not in arrears with payment. By signing the contract he shall assign to us, in complete, all claims or accessory rights arising from sale or by other legal reason to his customer by way of security. The customer is entitled to collect the amount receivable as long as he is not in defaults.
- If the value of the securities due to us exceeds the amount receivable by more than 10% we are obliged to release the securities due to us at the request of the customer; it is our task to choose the securities to be released.
- During the duration of the reservation of ownership the customer is entitled to possess and use the delivery item provided that he meets his obligations arising from the reservation of ownership and that he is not in default with payment. If the customer defaults or does not meet his obligations in connection with the reservation of ownership we can rescind the contract after a reasonable period of time and claim back the delivery item from the customer.
- Merchandise under reservation of ownership may be pledged, assigned as security, leased or passed to third parties only with our written consent.
- In the event of third parties having access to merchandise subject to reservation of ownership, particularly in the case of seizure, the customer has to notify us immediately in writing and to advise the third party of our reservation of ownership. The costs for the actual and legal pursuance of our ownership by way of security are paid by the customer except where they have to be obtained from third parties.
- For the duration of reservation of ownership we are entitled to insure the reserved goods against fire, water and other damages, if the customer himself cannot provide proof of adequate insurance.
- The customer is obliged to keep the reserved goods in proper condition during the period of reservation of ownership and to have any necessary maintenance work and repair done immediately.
We are liable for defects of the delivery item excluding of further claims notwithstanding section IX as follows:
- Defects are to be notified in writing immediately. In case of justified defect at the time of risk transfer we are entitled at our choice to remedy the defect or supply a replacement. Replaced parts will become our property.
- The customer is not entitled to remedy defects himself or have them remedied by third parties unless we are in default with remedying the defect, or he is forced to remedy the defect due to urgent operational needs or imminent danger.
- In the event of supplying a replacement, our liability is limited to the costs of the replacement item and the shipping costs. These are only paid where they occur in the Federal Republic of Germany. Reworking costs incurred abroad are paid by us only to the extent they would also have occurred in the case of a reworking location in Germany.
- If the repairs or replacements fail to produce the desired results due to reasons we are responsible for or if we fail to meet a deadline for performance due to reasons we are responsible for, the customer may reduce the contractual price or rescind the contract at his discretion, pursuant to the relevant statutory provisions.
- No claims for alleged faults shall be accepted in the event of unsuitable or improper use of the goods delivered, incorrect assembly or operation by the customer or third parties, fair wear and tear, damage as a result of erroneous or negligent treatment, improper maintenance, the use of incorrect operating materials, improper storage or any circumstances for which the customer or third parties are responsible.
VIII. Expiry of claims
All claims on the part of the customer will expire one year after the date on which risk has been transferred. The statutory periods shall apply for wilful or fraudulent intent as well as for claims in accordance with the German product liability act. The statutory periods shall also apply in the event of culpable injury or death.
- In the absence of any provisions to the contrary herein, all liability shall be excluded regardless of its reason. We shall not be liable for any damage not directly concerning the delivered item. In particular we shall not be liable for lost profit or other financial loss suffered by the customer.
- The exclusion of liability shall not apply to gross negligence or wilful misconduct, any faults fraudulently concealed or whose absence was guaranteed or injury or death.
- If we negligently violate any substantial contractual obligation, our liability shall be limited to foreseeable loss.
X. Place of fulfilment / Place of jurisdiction
Place of fulfilment is 07952 Pausa, Germany. Plauen is exclusive venue for all disputes arising from the contractual relationship if the customer is a merchant. However we shall also have the right to take
legal action at the customer's domicile court. The law of the German Federal Republic applies exclusively to our relations with the customer.
Should one or more of the above clauses be inoperative, the operativeness of the other provisions shall not be affected thereby.
General terms and conditions of purchase
In our capacity as customer we shall buy and enter contracts for products, work and services under the following terms and conditions of purchase. Any terms and conditions on the part of supplier deviating from or contradicting these terms and conditions shall only apply if we explicitly accept them in writing. If the order is confirmed by the supplier subject to terms and conditions deviating from our own, only our terms and conditions of purchase shall be valid, even if we do not object. If the supplier does not accept this provision, he shall expressly notify us of this in a separate letter. In this case we reserve the right to cancel our order without incurring any liability whatsoever. Our general terms and conditions of purchase shall also apply to future contracts for goods, work and services which we enter as customer even if we do not expressly refer to them. We reserve the right to apply separate terms and conditions for the purchase of plant and machinery.
All offers shall be presented in writing and free of charge. Preparatory costs (e.g. for travel, drafting of plans) shall be borne by the supplier/contractor. Offers shall include the details required by us for processing purposes, e.g. particularly our enquiry or order number, our material number as well as the name of the responsible person. All documents provided by us (e.g. plans, sketches, calculations, samples, models, data media) shall remain our property and may not be made accessible to any third party except with our prior written approval. They shall be used solely for our purposes and shall be returned to us without request as soon as they are no longer required.
Our orders and all agreements concluded with us shall only be binding in writing.
III. Confirmation of order
Each order shall be immediately confirmed by the supplier/contractor stating the name of the responsible purchaser, the material number and the order number. If we do not immediately receive a confirmation of order, we shall be entitled to rescind the contract without any claims being made against us regardless of the legal basis.
The prices stated in our order shall be binding and include packaging costs, material certificates in accordance with prevailing standards, certificates of origin and any other permits such as CE, CSE, UL certificates as well as carriage paid to the delivery address, duties paid.
Unless separately stated the prices shall include statutory value added tax.
We reserve the right to return packaging material at the supplier's/contractor's expense.
Invoices shall include the delivery address, the name of the responsible purchaser, the order number, the quantity delivered, the price as well as any other details which we require for processing purposes as per §14 of the Value Added Tax Act. Failing this invoices shall not become due.
The delivery time and quantity stated in our order shall be binding. The supplier/contractor commits himself to inform us immediately in writing as soon as he realises that he is unable to comply with the agreed delivery time for all or part of the order. If no revised delivery date is agreed we shall be entitled to rescind the contract without giving rise to any claims against us. This shall also apply if the delay is due to official directives, strikes and/or force majeure. In the event of any delay in delivery we shall be entitled to claim compensation as liquidated damages of 2% for every completed week of delay but not more than 10%. The supplier/contractor shall be entitled to prove that no damage or only a considerably lower damage was caused by the delay. We reserve the right to assert further claims such as rescission or damages for non-performance.
The supplier/contractor is obliged to provide clearly visible information on the destination, order date, order number, the material number and responsible purchaser in the shipping papers, delivery notes, waybills, parcel labels etc. The supplier bears the risk for the object until receipt of the goods at the specified destination.
The supplier/contractor guarantees that the supplied goods and services are free of faults and comply with legal statutory and official provisions. The warranty shall apply for a period of 2 years starting on the date on which risk passes to us unless the warranty by statute or offered by the supplier/contractor is longer. Subject to apparent faults we shall be deemed to have complied with our statutory duty to examine bulk goods or stock goods immediately and report any faults. The supplier/contractor undertakes to examine the quality of the goods carefully prior to dispatch. In this respect our claims shall be deemed to have been lodged in good time if they are received within two weeks after the discovery of a fault.
In the course of supplementary performance we may also demand that the supplier repairs the faulty goods or, at our discretion, provides us with replacements. Where applicable, the supplier shall bear all expenses related to remedying the faults or providing replacement. This shall have no effect on our statutory rights and claims in the event of any faults. In particularly urgent cases we shall be entitled to remedy the faults by ourselves or have them remedied. This shall also apply if the supplier is in default with respect to the warranty. The costs of any warranty work arranged by us shall be borne by the supplier/contractor.
VIII. Product liability
If any product liability claims are lodged against us for which the supplier/conductor is responsible, he shall hold us harmless on first request against such claims including any costs of factory call-backs provided that they are due to circumstances for which he is responsible and for which he would be liable in relation to third parties.
In view of this the supplier/contractor undertakes to effect product liability insurance with an adequate sum covered. This shall have no effect on any further compensation entitlement on our part.
IX. Reservation of title / Confidentiality
All documents (e.g. sketches, plans, samples, models, computer data and programs) with which we provide the supplier shall remain our property and shall be strictly confidential. They shall be returned to us on first request.
The documents may only be used for business operations with us. The supplier may not use our name or trademarks. Information which the supplier receives from us for the purposes of executing our orders - particularly concerning research and development work as well as our business activities - shall be kept confidential while the order is being executed as well as thereafter.
Any parts provided by us shall remain our property and shall be processed on our behalf. If such parts are combined with third-party objects we shall acquire co-ownership rights in the resultant products in relation of the value of our property to the third-party object.
X. Tools, moulds and devices
Any tools, moulds and devices paid by us in part or full shall become our property/co-property and shall be deemed to be on loan only to the supplier.
Invoices shall be sent to us immediately after delivery and include all the details set out in section VI above. They must not be enclosed with the delivery.
We shall be entitled to pay at our discretion as follows:
· with 3% cash discount for payment within 14 days after receipt of the goods and invoice
· net within 60 days after receipt of the goods and invoice
Payment shall not be deemed to constitute approval or contractual acceptance of the goods.
Even though we do not reject premature deliveries we shall be entitled to postpone payment of invoices until the expiry of the agreed delivery period. In this case the cash discount periods and the warranty periods shall commence with the agreed delivery date.
Until complete delivery we reserve the right to retain at least 10% of the entire invoice amount.
The claim held by the supplier against us may not be assigned to a third party except our prior written consent.
XIII. Place of fulfilment / Place of jurisdiction
Place of fulfilment is 07952 Pausa, Germany. Plauen is exclusive venue for all disputes arising from the contractual relationship with the supplier/contractor. However we shall also have the right to take legal action at the supplier's domicile court. The law of the German Federal Republic applies exclusively to our relations with the supplier/customer.
Should one or more of the above clauses be inoperative, the operativeness of the other provisions shall not be affected thereby.
version August 2014