Terms and Conditions of Sale and Delivery

1. Our offers shall apply only with immediate effect and are subject to change without notice in the sense that they shall not be binding upon the occurrence of a change in circumstances. The submitted prices shall be ex works Meyenfeld or Westphalian warehouse, except as otherwise agreed. Any required packaging, etc., will be charged at cost price and will not be taken back by us. In the case of carriage paid delivery, forwarding charges shall be deemed to be only as a prepayment made by us. The weight determined at our plant shall be relevant for the calculation. A corresponding increase in sales prices shall apply in the case of new additional costs, especially in the case of an increase in taxes, tariffs, wages, prices of materials, etc., which occur after submitting an offer or after placing an order.


2. All delivery periods, which we quote in the archives or otherwise, shall become binding and start from the day on which the order is regulated. For recalls and transactions, the agreement on delivery periods shall remain reserved in each individual case. Penalties for delay, damage claims and other rights, which might arise from default, will not be recognized.


3. Events of force majeure, which also include war and mobilization, authorize us to withdraw in whole or in part from the concluded delivery agreements. This shall apply also if performance is made considerably more difficult as a result of the change in the conditions that existed at the conclusion of contract. Operating trouble of any type, such as strikes, shortage of raw and operational materials, shortage of electricity, machine breakdowns and other trouble in the operating facilities, insufficient or late supply of wagons and other causes, which contribute to reducing or discontinuing the production of our operation, will not release us from compliance with the negotiated delivery periods, but authorize us to cancel our delivery obligations in whole or in part, without the purchaser being able to claim damages. Such events of force majeure, however, shall not release the purchaser from its purchase commitments. If the purchaser’s ability to pay or its business situation changes, we shall be able to withdraw without notice from the negotiated agreements and make new arrangements in accordance with the changed situation.


4. No warranty is given for imprecise drawings, sketches and samples, as well as their preservation and return. We reserve the right to make excess or under-deliveries of up to twenty per cent of the ordered quantity, charge expenses for any requested type samples or make subsequent tool modifications, as well as general customary and non-binding dimensional deviations. Those products, for which sampling or other conditions are prescribed, are subject to an acceptance test at our plant, which must be deemed as final. If the purchaser waives such a test, the merchandise is deemed to have been supplied in accordance with the contract, subject to the exclusion of subsequent complaints.


5. Delivery and shipment shall be effected exclusively at the recipient’s risk, which applies also in the case of free-of-charge delivery. Owing to the absence of a special shipment regulation, shipment will be effected in accordance with our best judgment, but without any responsibility.


6. Substantiated complaints will be taken into consideration only if we are notified in writing within eight days upon receipt of the merchandise. Any complaints due to quality and characteristics will be examined by us with due care, and we shall replace those parts with indicated verifiable defects of material and production and which are still in the process of sourcing. Such parts will optionally either be taken back at the charged invoice prices or be replaced by new parts. This replacement, however, will be delivered only after we have received the criticized merchandise free of charge. We shall not acknowledge any additional claims (payment of damage claims, penalties for delay, loss of material, wages, freight, cartage, loss of income, etc.). Freight charges for unsuitable items and any replacement delivery shall be borne by the purchaser.


7. Payment: Except as otherwise agreed upon, all invoices are payable cash net within 30 days of the invoice date. The time limit for payment shall start on the day on which the merchandise is ready for dispatch, because we cannot be held responsible for transportation impediments. Freight, cartage, fees, etc., are payable immediately. If the payment terms are not met, the respective costs will be charged as interest for late payment, which the banks charge for uncovered loans. Partial deliveries shall be deemed to be individual transactions; they must be treated and paid as such.


8. All delivered merchandise will remain our property until complete payment of all claims arising from the transaction has been effected, even if they have been machined or processed in whole or in part. We shall acquire joint ownership when combining or mixing items not owned by us. The purchaser is not authorized to pledge or assign the merchandise as security. The purchaser is authorized to sell the item only in the course of ordinary business operations and, in the case of the merchandise being sold in an unprocessed or untreated condition to third the parties, the purchaser already at this time shall assign to us the amount of the purchase price claims to which the purchaser is entitled against third parties, and upon request to notify us immediately of the assignment and our reservation of title in the case of a sale by said third parties. Any payments by third parties to our purchaser shall be deemed to have been received by the latter on our behalf, so that the purchaser merely is the trustee of the amount received. If the debtor remains in default with its payment or if, following the conclusion of contract, we become aware of circumstances that reduce the purchaser’s credit status, which also includes unfavourable information, we are by all means authorized to demand, at our discretion, advance payment or, as a precaution, the surrender of the supplied merchandise. In the event of noncompliance with these obligations, we are authorized to demand damages due to non-performance or to withdraw from the contract in whole or in part. We must be notified immediately of pledges and any other risk with respect to our property. The purchaser is not authorized to hold back payment for a delivery because of any claims from another delivery or to set off such payments with other claims.


9. Proprietary rights: In the case of deliveries designated for export we shall not be held liable if our products infringe the proprietary rights of third parties. The client agrees to reimburse damages we incur as a result of the export of material, which was not supplied by us expressly for the purpose of export.


10. The place of performance and jurisdictional venue for all rights and duties from transactions with us, including bills of exchange matters, shall be Neustadt/Rbge.; in the case of purchasers from abroad, the purchaser’s jurisdictional venue shall be Neustadt/Rbge.


11. Ordering terms and conditions, which deviate from our conditions of sale, shall be considered invalid, unless they have been expressly accepted in writing. Should one of the above agreed-upon conditions be or become legally invalid, this shall not affect the validity of the remaining terms and conditions.