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I. These General Terms and Conditions of Business and Delivery apply exclusively to our deliveries and services. They also apply to future quotations. These terms and conditions shall be deemed to have been accepted at the latest upon receipt of the goods or services.
II. Any counter-confirmations by the contracting party referring to its own general terms and conditions are hereby rejected.
III. Deviations from these terms and conditions shall only be valid if confirmed by us in writing.
I. Our quotations are non-binding unless their binding nature is expressly stated in the quotation.
II. The order signed by the customer constitutes a binding offer. We may accept this offer within two weeks by sending an order confirmation, or by dispatching the ordered goods or commencing the services within this period. This also applies to additions, amendments or ancillary agreements.
III. Our employees are not authorised to enter into verbal ancillary agreements or to make verbal assurances that go beyond the terms of the contract as set out in writing.
I. Our prices are quoted ex works, unpacked and exclusive of the applicable value-added tax.
II. Any changes to the order shall be borne by the customer.
III. Where there is a period of more than six months between the conclusion of the contract and the agreed and/or actual delivery date, the contractor’s prices valid at the time of delivery or provision shall apply. In the event of price increases by our suppliers, rises in labour and transport costs, or other unexpected cost increases, we are entitled to demand negotiations regarding a price revision. In such cases, the final price, excluding VAT, shall be increased by the percentage representing the rise in the cost factors. At the purchaser’s request, the cost factors at the time of delivery shall be disclosed in the event of a price increase.
IV. Agreed prices are not binding for repeat orders.
V. Unless otherwise agreed, our invoices are payable without deduction within 30 calendar days of the invoice date. Labour costs alone are payable immediately upon receipt of the invoice without deduction. The timeliness of payment shall be determined by the date of receipt of the funds and not by the date of dispatch.
VI. From the day following the due date, we shall be entitled to charge interest on arrears at a rate of 9 percentage points above the respective base rate per annum. We reserve the right to claim higher damages for late payment.
VII. Notwithstanding Sections 366 and 367 of the German Civil Code (BGB), we shall have the exclusive right to determine which claims are settled by the Customer’s payment.
VIII. All our claims – including those arising from other contracts with the client – shall become due immediately in the event of default, regardless of the term of any bills of exchange accepted and credited, in the event of a bill of exchange being protested or the client suspending payments, or if we become aware of any other circumstances giving rise to justified and substantial doubts as to the client’s solvency or creditworthiness. In such a case, we shall be entitled to carry out outstanding deliveries and services only against advance payment or the provision of security and, if the advance payment or security is not provided within two weeks, to withdraw from the contract without setting a further deadline. Further claims remain unaffected.
IX. Should the customer fall into arrears with payment, we may declare our withdrawal from the contract and claim damages in lieu of performance following the fruitless expiry of a reasonable period set by us.
X. The withholding of payments by the client or the setting off of counter-claims is only permissible if such counter-claims are undisputed or have been established by a final and binding court judgement.
I. The dates and deadlines specified by us are non-binding, unless expressly agreed otherwise in writing.
II. Binding delivery deadlines shall commence on the date of the order confirmation, but not before the provision of the documents, authorisations and approvals to be supplied by the customer, nor before receipt of a deposit agreed on a case-by-case basis. The decisive factor for timely delivery is the time at which the goods are handed over to the carrier or the time at which the goods are ready for dispatch, insofar as the dispatch or delivery of the goods is delayed by circumstances for which the purchaser is responsible. In the event of subsequent amendments to the contract initiated by the customer which affect the delivery time, the delivery time shall be extended by a reasonable period.
III. Our obligation to deliver is subject to correct and timely supply from our own suppliers.
IV. We shall not be held responsible for disruptions to our business operations, in particular absences of senior staff due to illness, strikes, labour shortages (including on the part of suppliers), a lack of shipping options, disruptions in the procurement of raw materials, or cases of force majeure. In such cases, delivery periods shall be extended by the duration of the disruption. We shall not be held responsible for the aforementioned circumstances even if they arise whilst we are already in default.
V. If delivery is not made on time, the customer must set a grace period of at least fourteen working days. All reminders and setting of deadlines by the customer must be in writing to be valid. Extended liability pursuant to Section 287 of the German Civil Code (BGB) is excluded.
I. Risk shall pass to the customer at the latest upon handover of the goods to the carrier, forwarding agent or haulier, even if partial deliveries are made or we have undertaken other services, e.g. shipping costs or delivery.
II. If dispatch is delayed due to circumstances for which the purchaser is responsible, the risk shall pass to the purchaser upon notification that the goods are ready for dispatch.
III. If goods notified as ready for dispatch in accordance with the contract are not collected without delay, we shall be entitled, following a reminder, to dispatch the goods at the purchaser’s expense and risk or, at our discretion, to store them and invoice the purchaser immediately. Any additional costs arising from storage, e.g. repainting, shall be borne by the purchaser.
IV. Goods or products for which there is an obligation to accept delivery or for which acceptance by the purchaser is stipulated must be accepted at the delivery works; otherwise, these goods shall be deemed to have been accepted and delivered in accordance with the terms and conditions upon leaving the works.
V. The content of any test certificates shall not be deemed to constitute a warranted characteristic.
VI. In cases of doubt, DIN standards or material data sheets shall apply to material compositions and dimensions; in the absence of such, commercial practice shall apply.
I. We reserve title to the goods delivered until full payment of all claims arising from the supply contract has been made. We are entitled to take back the goods if the customer acts in breach of contract.
II. The customer is obliged to treat the goods with due care for as long as ownership has not yet passed to them. As long as title has not yet passed to the purchaser, the purchaser must notify us immediately in writing if the delivered goods are seized or subject to any other interference by third parties. Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of legal proceedings in accordance with Section 771 of the German Code of Civil Procedure (ZPO), the purchaser shall be liable for the loss incurred by us.
III. The purchaser is entitled to resell, process, treat or transform the goods in the ordinary course of business.” The purchaser hereby assigns to us, with immediate effect, the claims arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including VAT). The assignment shall apply regardless of whether the goods have been resold in their original state or after processing. We hereby accept the assignment. The purchaser remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we shall not collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made for the opening of insolvency proceedings or a suspension of payments has occurred.
IV. Any processing, treatment or transformation of the goods supplied by us carried out by the purchaser shall always be on our behalf and for our account. In this case, the purchaser’s right of title to the goods supplied by us shall continue to apply to the transformed item. Where the goods supplied by us are processed together with other items not belonging to us, we shall acquire co-ownership of the new item in the proportion of the objective value of our goods to the other processed items at the time of processing. The same shall apply in the event of mixing. Where the mixing takes place in such a way that the purchaser’s item is to be regarded as the principal item, it is hereby agreed that the purchaser shall transfer proportionate co-ownership to us and shall hold the resulting sole ownership or co-ownership in safekeeping on our behalf. To secure our claims against the purchaser, the latter hereby assigns to us any claims arising against a third party as a result of the combination of the goods subject to retention of title with immovable property. We hereby accept the assignment.
V. We undertake to release the securities to which we are entitled at the purchaser’s request, insofar as their value exceeds the claim to be secured by more than 20 per cent.
I. The purchaser must inspect the goods immediately upon delivery by us, insofar as this is practicable in the ordinary course of business, and, should a defect become apparent, notify us without delay. If the purchaser fails to give notice, the goods shall be deemed to have been approved, unless the defect in question was not apparent upon inspection. Should such a defect become apparent at a later date, notification must be given immediately upon discovery; otherwise, the goods shall be deemed to have been accepted notwithstanding this defect. (Obligation to give notice of defects pursuant to Section 377 of the German Commercial Code (HGB)) The defective items must be kept available for inspection by us in the condition in which they were found at the time the defect was discovered.
II. Claims for defects shall not arise in the event of only an insignificant deviation from the agreed quality, only an insignificant impairment of usability, natural wear and tear, or damage occurring after the transfer of risk as a result of faulty or negligent handling, excessive strain, unsuitable operating materials or due to special external influences not provided for in the contract. If the customer or third parties carry out improper repair work or modifications, no claims for defects shall arise in respect of such work or the resulting consequences either.
III. The purchaser shall only have recourse claims against us to the extent that the purchaser has not entered into any agreements with its customer that go beyond the mandatory statutory claims for defects.
IV. In the event of a justified notice of defects given within the prescribed time limit, we shall guarantee the agreed quality of the goods delivered by us in accordance with the rules of sales law and subject to the following provisions.
V. In the event of proven material defects, we shall provide a warranty by way of subsequent performance, either by supplying the purchaser with new, defect-free goods or by rectifying the defect, at our discretion.
VI. The costs of rectification shall be borne by the supplier, provided that these are not increased by the fact that the goods have been moved to a location other than that specified in the contract after delivery.
VII. The purchaser’s right to assert claims arising from defects shall, in all cases, become time-barred 12 months after the point at which the risk passes, unless a longer period is mandatory under law.
I. In the event of injury to life, limb or health resulting from a negligent breach of duty on our part or an intentional or negligent breach of duty by our legal representatives or vicarious agents, we shall be liable in accordance with the statutory provisions. The same applies to other damages resulting from a breach of duty due to gross negligence on our part or from an intentional or grossly negligent breach of duty by our legal representatives or vicarious agents.
II. For other damages resulting from a breach of material obligations due to slight negligence on our part, or on the part of our legal representatives or vicarious agents, our liability is limited to the foreseeable damage typical for this type of contract, up to a maximum of twice the value of the subject matter of the contract.
III. Claims for compensation for other damages arising from a breach of ancillary obligations in cases of slight negligence are excluded. We shall not be liable for other damages arising from delay attributable to simple negligence; the customer’s statutory rights following the expiry of a reasonable grace period remain unaffected.
IV. The above exclusions and/or limitations of liability shall not apply where we have fraudulently concealed a defect or have given an independent guarantee as to the quality of the goods. The purchaser’s claims for reimbursement of futile expenditure in lieu of a claim for damages in lieu of performance remain unaffected.
V. The above liability provisions shall apply in particular to any advice we provide, whether verbally, in writing or in any other form. In particular, the customer is not relieved of the obligation to check for themselves that the item supplied by us is suitable for the intended purpose.
I. We reserve ownership and copyright in all documents provided to the customer in connection with the placing of the order, such as cost estimates, drawings, etc. These documents must not be made available to third parties unless we give the customer our express written consent to do so. Upon request, these documents must be returned to us without delay. The customer is not entitled to retain copies or other reproductions of the documents, including in electronic form.
I. The purchaser shall only be entitled to set-off if their counter-claims have been legally established or are undisputed. The purchaser shall only be authorised to exercise a right of retention insofar as their counter-claim is based on the same contractual relationship.
The invalidity of individual provisions shall not affect the validity of all other provisions.
II. The place of performance for all obligations arising from the contractual relationship and for all legal disputes is D–51789 Lindlar.
III. The exclusive place of jurisdiction for all present and future claims arising from the business relationship, including claims relating to bills of exchange and cheques, is the registered office of W. Albrecht GmbH & Co. KG, Lindlar.
IV. The contractual relationship is governed by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
As at 1 December 2020