1.1. These General Terms and Conditions of Sale and Delivery shall apply to all individual transactions both present and future. This shall be the case even if in the event of follow-on transactions we do not draw the contractual partner's attention to our General Terms and Conditions of Sale and Delivery again.
1.2. The ordering party’s terms and conditions shall not be integrated in the contract. This shall apply even if we do not expressly object again to such terms and conditions, except where their application has been expressly consented to.
1.3. These General Terms and Conditions of Sale and Delivery shall apply only in relation to registered traders.
2. Purchase Orders
2.1. Purchase orders sent by the contractual partner shall be deemed accepted by us only if acknowledged by ourselves in writing within 10 days of receipt.
2.2. Approval samples shall be manufactured only in exceptional cases and only if a corresponding agreement has been reached. The manufacturing costs shall be charged separately on a time-and-cost basis.
3. Prices / Payment Terms
3.1. Our prices are subject to alteration without notice and shall be calculated on the basis of the cost prices applying on the date of submission of the quotation. They shall be valid for three months from the date of submission of the quotation. If the period between the quotation date and the scheduled delivery date exceeds three months, we shall be entitled to adjust the prices by any increase in costs that has occurred prior to delivery.
3.2. If we manufacture customized goods, the price we quote for manufacture on the basis of a sample or drawing existing on the quotation date shall apply. If the contractual partner subsequently requests changes, we shall be entitled to make corresponding price adjustments.
3.3. Payment must be made, strictly net, within 30 days of receipt of the invoice and the goods. In the event of default in payment, we are entitled to charge default interest at a rate of 9% above the base interest rate, plus compensation at the statutory flat rate of € 40.00. Proving that a higher default-related loss has been incurred shall be permissible.
3.4. The ordering party may offset counter-claims only if they are undisputed or have been established in a non-appealable declaratory judgment. The same shall apply to the assertion of any rights of retention by the ordering party. Moreover, in the event of a complaint regarding individual parts, the ordering party shall not be entitled to withhold the entire payment.
3.5. We are entitled to demand advance payment.
3.6. If we become aware of any facts indicating a deterioration in the ordering party's financial position, we are entitled to declare all claims due for immediate payment, unless the ordering party is able to furnish corresponding security.
4.1. If the contractual partner requests changes to the subject-matter of the contract or to other terms of the agreement after contract closure, we shall examine the feasibility of their implementation. Changes shall enter into effect only if we have issued the contractual partner with written confirmation, whereby we shall inform the contractual partner of any effects that such changes will have on the time schedule, delivery periods and the price.
4.2. We may make technical alterations serving to improve the delivery item without the ordering party's prior consent, provided the ordering party can be reasonably expected to accept these alterations. This shall not apply in cases where we have created an approval sample.
5. Packaging and Shipment
5.1. Unless otherwise agreed, packaging, shipping costs, payment transaction charges and customs duties shall be invoiced to the ordering party separately. In this respect, universal packaging such as cardboard boxes, padding, corrugated cardboard, crates, reusable or non-reusable pallets etc. shall be charged at cost price and be non-returnable. Within one week, Euro Flat Pallets and Euro Cage Pallets must be returned to us carriage-paid or be exchanged. After one week has expired, we shall be entitled to invoice a pallet rental fee (€ 1.00 per Euro Flat Pallet and € 5.00 per Euro Cage Pallet per day) or charge for the outstanding pallets at the replacement price.
5.2. We shall choose the type of packaging and the shipping method at our own dutiful discretion, unless some separate agreement has been reached.
5.3. The goods shall be insured against transport damage only if the ordering party specifically so instructs. The cost of this insurance shall be invoiced to the ordering party separately.
5.4. If shipment or formal acceptance is delayed for reasons attributable to the ordering party, the ordering party shall bear the costs arising as a result of such delay, whereby at our own option we shall charge a flat rate or the actual cost. The flat rate shall amount to 0.5% of the gross invoiced amount for every month commenced. The flat rate shall be limited to 5% of the gross invoiced amount. The ordering party shall be entitled to prove that the actual cost is lower than the flat rate.
6. Delivery / Passage of Risk / Insurance
6.1. Unless otherwise agreed, we shall deliver the goods ex works. In the case of delivery by a third-party entity whom we have commissioned with manufacture of the goods, we shall deliver ex said entity’s respective business establishment or storage facility.
6.2. In other cases, the risk shall pass to the ordering party when the goods are handed over to the forwarder or carrier, and at the latest when the goods leave our works or warehouse or the works or warehouse of the actual supplier.
6.3. We shall be entitled to make sub-deliveries to a reasonable extent.
6.4. If the goods are ready for shipment, and shipment is delayed at the ordering party's request or for other reasons attributable to the ordering party, the risk shall pass to the ordering party when notification of readiness for shipment is given.
6.5. Effecting transport insurance and similar insurance shall be a matter for the ordering party. In the event of transport damage, it shall be the ordering party's responsibility to have the facts recorded by the competent agency without delay, since otherwise any claims against the forwarder or carrier or their insurers may lapse.
7. Delivery Date
7.1. The delivery period ensues from the contractual agreements. Binding delivery dates shall be effective only with our written confirmation. If a specific delivery date has been agreed upon and we fail to deliver punctually, the ordering party must set us a reasonable period of grace in writing, on expiry of which the ordering party shall be permitted to terminate the contract.
7.2. Delivery dates or periods shall be deferred or extended accordingly, if we are prevented from rendering performance in due time owing to <cf italic="True">force majeure</cf>, industrial disputes or other circumstances beyond our control. This shall also apply if such circumstances occur at our own sub-suppliers. We shall inform the ordering party promptly if any such circumstances occur. We shall not be liable for any legal cause whatsoever for any losses thus ensuing. If the impediment lasts longer than two months, the ordering party shall be entitled to rescind its contract after having set a reasonable period of grace. In this case, the ordering party shall not be entitled to claim any compensation.
7.3. Delivery dates shall also be extended, if and as long as the ordering party fails to render its contributory performance agreed upon at the time of contract closure, e.g. its duty to supply drawings.
7.4. In all other respects, we shall be liable for losses incurred upon the ordering party as a result of any delay in delivery attributable to ourselves, only insofar as we are at fault for gross negligence or wrongful intent.
7.5. If the buyer fails to take delivery on the due date, it shall pay the purchase price nonetheless. In such cases, we shall store the goods at the ordering party's risk and expense. At the ordering party's request, we shall insure the goods at the ordering party's expense.
8. Retention of Title
8.1. We shall retain title in the delivered item until all receivables created under the supply contract have been fully paid. We shall be entitled to repossess the purchase item, if the ordering party acts in breach of contract.
8.2. Until such time as title passes, the ordering party shall give us prompt written notification if the item delivered is attached or is exposed to any other form of third-party intervention, so that we can bring legal action under German Code of Civil Procedure § 771.
8.3. In the ordinary course of business, the ordering party may re-sell the goods subject to retention of title. The ordering party here and now assigns to us, in the sum of the total invoiced amount (including value-added tax) agreed with us, the purchaser’s receivables arising from any re-sale of the reserved goods. This assignment shall apply regardless of whether the purchase item has been re-sold after or without processing. Even after this assignment, the ordering party shall remain authorized to collect the receivables concerned. This shall be without prejudice to our authority to collect the receivables ourselves. However, we shall not collect the receivables as long as the ordering party meets its payment obligations out of the revenues and is not in arrears with any payment, and in particular as long as no petition for the institution of insolvency proceedings has been filed and payments have not been discontinued.
8.4. Any reworking, processing or remodeling of the purchase item by the ordering party shall be done in our own name and on our own behalf at all times. In such cases, the ordering party's expectant right in the purchase item shall continue to exist in the remodeled item. If the purchase item is processed with other items not belonging to us, we shall acquire joint title in the new item in proportion to the objective value of our purchase item as a ratio of the other reworked items at the time of processing. The same shall apply in the event of mixing. If mixing is done in such a manner that the ordering party's item has to be regarded as the main item, it is deemed agreed that the ordering party shall assign joint title to us on a pro-rata basis and shall on our behalf store the sole or joint property thus created. In order to secure our claims against the ordering party, the ordering party here and now also assigns to us those claims accruing to it vis-à-vis a third party as a result of the reserved goods having been adjoined to landed property; we here and now accept this assignment.
8.5. We undertake to release security to which we are entitled at the ordering party’s request, insofar as its value exceeds the claims to be secured by more than 20%.
9. Duty to Examine / Warranty
9.1. The goods delivered by us must be promptly examined with regard to their quantity / quality / guaranteed features. The delivery shall be deemed approved if obvious defects, or defects evident upon proper examination, or deviations in quality are not reported in writing within a cut-off period of 8 days after receipt of the goods. Defects or deviations that do not become evident until a later date must be reported in a written complaint within a cut-off period of 8 days after their discovery.
9.2. The ordering party shall be entitled to the following warranty claims only if its duties to examine the goods and lodge any complaints have been performed in compliance with the agreement. In particular, defects which – despite the delivery item’s evident defectiveness – are not reported until after the delivery item has been reworked or processed or remodeled, shall be excluded from the warranty.
9.3. If justified complaints are lodged in due time, we shall provide rectification or a replacement at our own option. The ordering party shall grant us the time which on the basis of reasonable discretion is deemed necessary for rectifying the defects. If rectification fails, we shall have a right to attempt to rectify the defects again. If this renewed rectification attempt fails, the ordering party may – at its own option – demand a reduction in the invoiced amount (reduction of the price), or cancellation of the contract (rescission), or compensation within the scope of the limitation of liability under Section 10. If the breach of contract concerned is minor, in particular if the breach only involves a minor defect, the ordering party shall not be entitled to right of rescission.
9.4. Wood is a natural product. Insofar as the products delivered partly consist of wood, we shall accept no warranty whatsoever for any greying of the wood or for cracks in the wood.
10.1. In cases of mortal injury, physical harm or health damage, we shall be liable in accordance with the statutory provisions. The same shall apply in the event of any grossly negligent breach of contractual duties by ourselves or by any of our statutory representatives or executing aides.
10.2. In cases where immaterial contractual duties have been breached owning to slight negligence, compensation claims shall be excluded regardless of their legal basis. This shall also apply to slightly negligent breaches of duty on the part of our statutory representatives, executing aides or vicarious agents.
10.3. Liability shall be limited to the loss that is typical of this type of contract and, on the basis of the type of service, was foreseeable at the time of contract closure.
10.4. The ordering party’s compensation claims shall become statute-barred one year after delivery of the goods. Anything contrary hereto shall apply only insofar as we are at fault owing to wrongful intent or gross negligence, or insofar as material contractual duties have been breached, or insofar as mortal injury, physical harm or health damage has occurred.
11. Industrial Property Rights
11.1. We shall retain our rights of title, copyrights and industrial property rights in all illustrations, calculations, drawings, drafts, designs, tools and other documents. The ordering party is allowed to use these only for the contractual purpose. The ordering party is prohibited from effecting any use beyond this, in particular copying, dissemination, publication, reproduction, editing, rearrangement, disclosure to third parties or other commercial use.
11.2. If the ordering party supplies illustrations, calculations, drawings, drafts, designs, samples, prototypes or other documents, it shall be liable to us for ensuring that no industrial property rights, in particular patents, registered designs, copyrights or other third-party rights, are infringed as a result of the manufacture or delivery of items produced on the basis of said documents / samples. The ordering party shall indemnify us against third-party claims based on any such infringements of rights.
12. Final Provision
12.1. The laws of the Federal Republic of Germany shall apply exclusively.
12.2. The location of our registered headquarters shall be the place of performance. If the delivery is not made from the location of our registered headquarters, the place of shipment shall be the place of performance.
12.3. The location of our registered headquarters shall be the exclusive place of jurisdiction for all disputes arising from this contract. However, we shall also be entitled to bring legal action against the ordering party at the place where the ordering party's registered office or permanent establishment is situated.
12.4. If individual provisions of these General Terms and Conditions of Sale and Delivery are or become ineffective, this shall be without prejudice to the validity of the remainder of the contract. Any ineffective provision shall be replaced with a clause that reflects the ineffective provision as closely as possible in terms of the business outcome.
Phone: +49 7152 / 97930 – 41
Phone: +49 7152 / 97930 – 55
Phone: +49 7152 / 97930 – 56
Phone: +49 7152 / 97930 – 55
Bent wire parts
Phone: +49 7152 / 97930 – 55
Metall- und Drahtwarenfabrik GmbH
D - 71229 Leonberg
Phone: +49 7152 / 97930 - 0
Fax: +49 7152 / 97930 - 10