GTC - (date of May 2016)
General Terms and Conditions
1.1. The following Terms of Sale, Delivery and Payment shall apply to all contracts, deliveries and other services including consultancy services and information.
1.2. They shall also apply to all future contracts with the buyer as well as for future deliveries which are to be made to it and other services.
2. Conclusion of the contract
Orders to us, amendments and addendums to contracts as well as collateral agreements require a written form, orders placed by telephone or in any other form shall be deemed as accepted if the goods are shipped or handed over and an invoice is issued.
3. Prices, price lists
3.1. Our prices shall be deemed ex works including normal packaging. The prices at the time when the order is placed shall apply.
3.2. The value added tax is not included in the price and shall be invoiced separately in the respective applicable rate.
3.3. If the agreed delivery period is longer than one month from conclusion of the contract we are entitled to charge the prices according to our price lists which are applicable on the day of the delivery.
4.1. Our invoices are payable within 10 days after invoicing with 2% cash discount or 30 days after invoicing without deduction.
4.2. If the orderer exceeds the payment deadline of 30 days which is stated in the invoice once again then we are entitled without a dunning letter to charge interest on default in the amount of 6% above the respective Bundesbank discount rate.
4.3. An offsetting against claims of the orderer, which have not been recognised or not declared final and binding is excluded. This shall also apply to a right of retention owing to such counter-claims insofar as these claims are not based on the same contractual relationship.
5.1. Our delivery obligation exists subject to the reservation of full and correct self-delivery unless the non-delivery or delay is owed by us.
5.2. Surplus or a shortfall in deliveries up to 10% is permitted in case of special productions and shall be taken into consideration in the invoice.
5.3. With regard to the dimensions stated for our objects of delivery we reserve the right to the customary trade deviations unless we had explicitly assured the compliance with these dimensions.
5.4. We are entitled to reasonable partial deliveries.
5.5. If the shipment of the ordered objects of delivery is delayed for reasons, for which the orderer is responsible, then the risk shall pass to the orderer with the receipt of the notification that the goods are ready for shipment.
6. Delivery deadline
Agreed delivery deadlines shall be extended by a reasonable extent with the occurrence of unforeseeable impediments, which are beyond our control, such as for example strike, lock-out, interference to operation, delays in the delivery of basic materials no matter whether these impediments occur in our company or at our components suppliers. We shall not be responsible for such circumstances either if we are already in default. If they occur both parties are entitled to cancel the contract.
7. Reservation of title
7.1. The objects delivered by us shall remain our property until all of our current claims against the orderer, as well as the future claims, insofar as they are associated with the delivered objects, have been satisfied.
7.2. The orderer is entitled to resell the objects of delivery which are our property (reserved goods) in the ordinary course of business. However, he hereby now already assigns all claims from this resale to us, no matter whether these reserved goods are resold before or after the processing or whether they are connected with a property or with movable objects or not. If the reserved goods are resold after processing or together with goods which do not belong to us or if they are connected with a property or with movable objects then the claim of the orderer against its buyers shall be deemed as assigned in the amount of the delivery price agreed between the orderer and us for the reserved goods.
7.3. The orderer is also authorized to collect this claim after the assignment. Our authorization to collect the claim ourselves remains unaffected hereby, however, we undertake not to do this as long as the orderer properly satisfies its payment obligations. If the orderer exercises the collection authorization we are entitled to the collected proceeds in the amount of the delivery price agreed between the orderer and us for the reserved goods.
7.4. Processing or conversion of the reserved goods shall be carried out for us as manufacturer according to § 950 BGB [Civil Code] without obliging us. If the reserved goods are processed with other objects we shall acquire the co-ownership to the new object in the ratio of the market value of our goods to the value of the other processed objects at the time of the processing. The orderer shall store the new object free of charge for us with the due care and attention.
7.5. We undertake upon request to release the collateral items to which we are entitled to the extent that their value exceeds the claims which are to be secured, insofar as these have not yet been settled, by more than 25 %.
7.6. If we accept bills of exchange as a means of payment then our reservation of title shall continue to exist until it has been determined that a claim can no longer be asserted against us from this bill of exchange.
8.1 Obvious defects must be reported and specified in writing within 10 days after receipt of the goods.
8.2. Fully automatic processing of the part according part geometry, material and surface requires prior consultation with IMS Verbindungstechnik GmbH & Co.KG
Subsequent improvement or replacement delivery shall be carried out at our choice in case of justified reports of defects. If the subsequent improvement or replacement delivery fails the orderer is entitled to request the reversal of the contract or reduction in the remuneration.
10. Exclusion of claims for damages
10.1. Claims, which are not explicitly conceded in this condition, in particular claims for damages also owing to default, impossibility, breach of our obligation for replacement delivery or subsequent improvement, breach of contractual collateral obligations or positive breach of contract, fault upon conclusion of the contract, illicit act are excluded if and insofar as the damages are not due to a wilful and grossly negligent breach of contract or any other wilful or grossly negligent conduct of one of our legal representatives or one of our vicarious agents.
10.2. Excluded are also claims for damages, which are associated with warranty claims. This exclusion shall not apply if our objects of delivery are missing a property, which we assured as per contract.
11. Place of performance, place of jurisdiction, applicable law
11.1. The place of performance for our delivery is the registered seat of our company in 74632 Neuenstein.
11.2. The exclusive place of jurisdiction for actions against us is 74613 Öhringen. We are however entitled to also assert a claim against the orderer in court at the place of its registered seat.
11.3. In case of differences in opinion from this contract the law of the Federal Republic of Germany shall apply in addition to these contractual provisions.