Standard Sales Conditions
The documentation attached to the quotation, such as diagrams, drawings, measurement and weight details, are an approximation only, unless explicitly described as binding. The supplier reserves copyright and right of ownership in respect of estimates, drawings and other documents; they are not to be divulged to third parties. The supplier commits himself to keeping confidential from third parties any plans described by the customer as such, unless the customer gives permission for disclosure.
II. Scope of delivery
In the case of a quotation given by the supplier under a condition as to time and as to interval before acceptance, the supplier's written confirmation of order is decisive as long as no confirmation of order within the said interval has been received. Any supplementary agreements and modifications require the supplier's confirmation in writing.
III. Price and payment
- Where no other agreement has been made, prices are ex-works, including loading onto transport at works but excluding packaging. Value added tax at the currently obtaining rate is additional to the prices.
- Where not otherwise specially agreed, payment is to be made in cash without any deductions to the supplier's place for payments, in full on delivery.
- Only in the case of undisputed or legally determined demands for payment are offsets against the supplier's claims permissible.
- The right to reserve any payment will only obtain in the case of undisputed or legally determined demands for payment.
IV. Delivery date
- The period of the delivery deadline begins when the confirmation of order is sent, but not before the customer has provided any necessary documentation.
- The deadline has been met if the object to be supplied leaves the works before the period has ended, or has been reported as ready for dispatch.
- The deadline will be extended accordingly if action has to be taken because of unforeseen difficulties beyond the supplier's control, insofar as such difficulties can be shown to have a considerable influence on the manufacture or supply of the object to be delivered. The same will be true if it is subcontractors who are affected by the circumstances. Such difficulties are also to be responded to by the supplier even when they arise within an already existing state of arrears. The supplier is to report the beginning and end of such difficulties to the customer as soon as reasonably possible.
- If damages are caused to the customer by a delay arising through the fault of the supplier, the former has the right to demand compensation as follows for the delay, but further claims are excluded. The compensation will be a half of one percent for each week's delay, to a maximum of 5 percent, of the value of the portion of the whole delivery which because of the delay could not be put to use either on time or as contracted.
- If dispatch is delayed at the request of the customer, he will be charged for costs arising from storage in the supplier's works from a point in time one month after the object has been reported as ready for dispatch, at at least the rate for each month of half of one percent of the amount invoiced. The supplier nonetheless has the right to deal otherwise with the object for delivery, if a reasonable period has been set and has elapsed without fulfilment; also to deliver to the customer at a reasonable later date.
- It is a precondition to the fulfilment of delivery date that the customer keeps his side of the contract.
V. Transfer of risk and formal acceptance
- Risk is transferred to the customer at the latest on dispatch of the goods, and this is true for partial delivery, and for situations where the supplier has agreed to take over such additional matters as costs of dispatch or actual delivery and set-up. If the customer so requires, the consignment will be insured at his expense against theft, fire, transport and water damage.
- If dispatch is delayed as a consequence of circumstances for which the customer is responsible, the risk is transferred to the customer from the day the object is ready for dispatch, but the supplier accepts the obligation to insure it at the customer's request and expense if so required.
- The customer must accept goods on delivery even if they appear to have minor defects. This does not effect rights under section VII.
- Partial delivery is permitted.
VI. Reservation as to extension of ownership
- The supplier reserves rights of ownership over the object delivered until all payments in respect of the contract for delivery have been received.
- The customer hereby renounces all his claims against third parties resulting from the selling on of the object delivered, in the amount owed to the supplier. The supplier has the right to insure the object of delivery at the customer's expense against theft and the other risks listed above, insofar as the customer has given no evidence of insuring it himself. The customer may neither pawn the object delivered nor give it as security. Should the object be pawned or impounded or otherwise taken into their control by third parties, the customer must inform the supplier immediately.
- If the customer is in breach of contract and especially in arrears with payment, the supplier has the right to take back the goods after a reminder to pay and the customer is obliged to release them. If the supplier executes his reservation as to ownership or pawns the goods, this is not a breach of contract.
VII. Liability in respect of defects in goods delivered
The supplier is liable in respect of defects in the goods delivered (including absence of promised features) as follows, but further claims are excluded except us under section IX:
- All parts which are found within six months of commissioning to be wholly or partially unusable on account of circumstances arising before transfer of risk – in particular as a result of defective construction, poor materials, or poor execution – are to be repaired or replaced at no charge in accordance with the supplier's reasonable estimate and discretion. If such defects are found, the supplier is to be informed immediately. Any parts replaced become the property of the supplier. Should dispatch be delayed through no fault of the supplier, liability ceases at the latest twelve months after transfer of risk. In the case of significant bought-in products, the supplier's liability is limited to the transfer of claims under the liability owed to him by the supplier of the bought-in product.
- The customer's right to make claims for defects will lapse in all cases six months from the time the criticism is made; however, it will not lapse before the time when the guarantee runs out.
- No guarantee is given in respect of damages arising from any of the following causes:
Inappropriate or improper use, faulty assembly and/or starting-up, whether by the customer or third parties; natural wear from use; faulty or negligent handling; in all cases in so far as they are not attributable to the supplier.
- To enable the supplier to carry out repairs and replacements in accordance with his reasonable estimate and discretion, the customer must give sufficient time and opportunity for the repair and/or replacement after consulting the supplier, and if this is not the case, the supplier is released from his obligation. Only in instances of actual and urgent risk to operational safety and of prevention of disproportionately great damage (of which the supplier must be immediately informed), or instances where the supplier is in arrears with the remedy for a defect, may the customer correct the defect himself or with the assistance of third parties, demanding replacement of the necessary costs from the supplier.
- Of the costs immediately arising from the repair or replacement, insofar as the latter prove to have been necessitated by a justified claim, the supplier will bear the costs of the replacement item(s) and its/their delivery together with reasonable costs for disassembly and reassembly, and, further, where such is a reasonable requirement under the circumstances of the individual case, the costs of providing the supplier's own fitters and assistants. All other costs will be borne by the customer.
- There will be a guarantee period of three months on the replacement part and the repair; however, this period will run at least until the end of the original guarantee period for the object supplied. The period in which there is liability for defects on the object supplied will be extended by the length of time it is out of operation as a result of the repair and replacement work.
- Liability will not exist for the consequences of any improper modifications or repairs carried out by or on behalf of the customer without the previous approval of the supplier.
- Any further claims by the customer, in particular claims for compensation in respect of damage not sustained by the object supplied itself, are excluded insofar as legally permissible.
- All further claims are excluded; and this will apply especially to any claims for compensation in respect of damage not arising on the goods themselves (damage consequential upon defect). The exclusion will not apply where the supplier, having failed to supply features promised as inherent in the goods, is legally liable.
VIII. Liability for collateral responsibilities
If the object supplied cannot be used by the customer in accordance with the contract, and this is through the fault of the supplier either as a consequence of neglect or omission to follow suggestions and advice whether before or after the signing of the contract, or as a consequence of other contractual collateral responsibilities (especially supply of operation and maintenance instructions for the object supplied), the provisions of Sections VII and IX will apply, excluding further claims by the customer.
IX. Right to withdraw, and other liabilities of the customer
- The customer may withdraw from the contract if it becomes conclusively and totally impossible for the supplier to fulfil his side of the contract before risk has been transferred. The same will apply to incapacity on the part of the supplier. The customer may also withdraw from the contract where a number of similar articles have been ordered and not all of that number are possible to supply, and where the customer has a justified interest in refusing partial delivery; where such interest in refusal does not apply, the customer may reduce payment accordingly.
- If there is a situation of arrears as defined in Section IV of the Conditions of Supply, and if the customer gives the supplier, being in arrears, a reasonable extension of the deadline with an express declaration that acceptance of delivery will be refused should the deadline not be met, and if the extended deadline is not met, the customer has the right to withdraw from the contract.
- If the impossibility of supplying arises during delay in acceptance or through the fault of the customer, the customer remains obliged to make the payment.
- The customer has, further, a right of withdrawal if the supplier allows an extended deadline for repair or replacement (in respect of defects for which he is liable under the Conditions of Supply) to elapse without fulfilment, and this is through his own fault. The customer's right to withdraw will also apply in the case of the supplier's either finding it impossible or being unable to carry out repairs or replacements.
- Insofar as the supplier signs a exclusive contract with the customer, under which the customer agrees to order certain wares exclusively from the supplier with the purpose of selling them on, the supplier may withdraw summarily from the contract if the customer orders such wares from competitors.
- Where unforeseen circumstances as in Section IV of the Conditions of Supply arise and are of commercial significance or modify the supplier's contractual obligation or have a profound effect upon the supplier's business, and where impossibility of fulfilment becomes apparent retrospectively, the contract will be adjusted accordingly. Where adjustment is not economically realistic, the supplier has the right to withdraw wholly or partially from the contract. The customer has no right to claim damages for such a withdrawal. If the supplier wishes to use his right to withdraw, he must inform the customer immediately after recognising the implications of the event, and even if the first action has been to agree an extension of the delivery deadline with the customer.
- As far as legally permissible, all other further claims by the customer are excluded, especially claims to alter, terminate or reduce the contract insofar as claims for damage of any kind (even and including damage not arising on the object supplied itself) are concerned.
X. Place for hearings
Where the customer is a registered business person, a legal entity in public law, or a local or national public authority, all matters of dispute arising out of the contractual relationship are to be brought before either the court which has jurisdiction for the registered office of the supplier or that for the supplier's branch which executes the supply. The supplier also has the right to lodge a plaint at the court which has jurisdiction for the customer's registered office.