Fiber composites since 1985

General terms and conditions

1. Contract

1.1 Our offers are sub¬≠ject to con¬≠fir¬≠ma¬≠tion. If bind¬≠ing offers have been made, they shall be valid for four weeks. After expiry of this peri¬≠od, the Sell¬≠er shall be enti¬≠tled ‚ÄĒ unless express¬≠ly agreed oth¬≠er¬≠wise ‚ÄĒ to revoke the offer.

1.2 Amend­ments or sup­ple­ments to the con­tract, as well as ancil­lary agree­ments, must be made in writ­ing. Ver­bal dec­la­ra­tions are only effec­tive after writ­ten con­fir­ma­tion. Any­thing to the con­trary shall only apply to dec­la­ra­tions by the man­ag­ing direc­tor, the bind­ing nature of which has been express­ly agreed.

1.3 The Buyer’s gen­er­al terms and con­di­tions shall only become part of the con­tract with our express writ­ten confirmation.

2. Performance data and documents

2.1 Details of dimen­sions, weights and oth­er per­for­mance data are not bind­ing and are not war­rant­ed char­ac­ter­is­tics with­in the mean­ing of the law. Devi­a­tions which do not impair the intend­ed use of the sub­ject mat­ter of the con­tract shall gen­er­al­ly be accept­able. Devi­a­tions of up to 10% shall be deemed rea­son­able unless oth­er­wise express­ly agreed in writing.

2.2 Plans and tech­ni­cal doc­u­ments shall be kept secret and shall remain our prop­er­ty. We reserve all indus­tri­al prop­er­ty rights, in par­tic­u­lar copyrights.

3. Prices and payment

3.1 Our prices are exclu­sive of val­ue added tax ex works or ex ware­house and with­out deduc­tion. Costs for spe­cial pack­ag­ing, trans­port or insur­ance are not includ­ed, but will be charged sep­a­rate­ly if nec­es­sary. We reserve the right to increase prices.

3.2 The statu­to­ry val­ue added tax shall be invoiced at the rate applic­a­ble on the date of deliv­ery. Changes in the VAT rate between con­clu­sion of the con­tract and deliv­ery shall enti­tle the par­ties to cor­re­spond­ing price increas­es or reduc­tions. This shall also apply if the change occurs with­in four months after con­clu­sion of the contract.

3.3 The Sell­er shall be enti­tled to pass on to the Buy­er any cost increas­es in the area of mate­ri­als, wages or trans­port. In the event that the price is increased accord­ing­ly, the Buy­er shall be enti­tled to with­draw from the con­tract. This shall not apply if the cost increase amounts to less than 5% of the agreed price.

3.4 The pay¬≠ment modal¬≠i¬≠ties with the begin¬≠ning of a new busi¬≠ness rela¬≠tion¬≠ship for the first two deliv¬≠er¬≠ies shall be cash, cash in advance or cash on deliv¬≠ery. The bind¬≠ing state¬≠ment of the Buy¬≠er on the choice of the method of pay¬≠ment must be avail¬≠able at the time of receipt of the order.

Pri­or to the exe­cu­tion of an order, the Sell­er must be pro­vid­ed with the nec­es­sary data of the Buy­er such as the num­ber of the com­mer­cial reg­is­ter entry, the tax num­ber of the assess­ing tax office and, if applic­a­ble, the VAT iden­ti­fi­ca­tion num­ber in case of intra-Com­mu­ni­ty transactions.

3.5 Pay¬≠ments shall be made free of postage and expens¬≠es. If pay¬≠ments are not made in due time, the Sell¬≠er shall be enti¬≠tled to charge default inter¬≠est in the amount of 9% (¬ß288 BGB) above the respec¬≠tive base inter¬≠est rate of the Euro¬≠pean Cen¬≠tral Bank (ECB) with¬≠out fur¬≠ther proof. The Sell¬≠er shall also be enti¬≠tled to pay¬≠ment of a lump sum in the amount of 40‚ā¨ in the event of default by the Buy¬≠er, if the Buy¬≠er is not a consumer.

This also applies if the claim for pay­ment is a pay­ment on account or oth­er install­ment pay­ment. The lump sum shall be cred­it­ed against any dam­ages owed, inso­far as the dam­ages are based on the costs of legal action. Notwith­stand­ing the fore­go­ing, the par­ties shall be free to prove a cor­re­spond­ing­ly high­er or low­er damage.

3.6 The Buy¬≠er shall only be enti¬≠tled to set-off inso¬≠far as the coun¬≠ter¬≠claim has been acknowl¬≠edged or has been legal¬≠ly estab¬≠lished. The Sell¬≠er shall be enti¬≠tled to avert a right of reten¬≠tion assert¬≠ed by the Buy¬≠er by pro¬≠vid¬≠ing secu¬≠ri¬≠ty (¬ß 273 A bs. 3 BGB).

4. Delivery time and performance disruptions

4.1 Inso¬≠far as deliv¬≠ery times have been agreed, these shall com¬≠mence at the ear¬≠li¬≠est on the day of con¬≠clu¬≠sion of the con¬≠tract. Deliv¬≠ery shall be deemed to have tak¬≠en place on the day on which the object of pur¬≠chase leaves the Seller‚Äôs works or ware¬≠house, or, if this has been agreed, on noti¬≠fi¬≠ca¬≠tion of readi¬≠ness for dis¬≠patch. The agreed deliv¬≠ery time shall be sub¬≠ject to the express reser¬≠va¬≠tion that the Sell¬≠er him¬≠self is sup¬≠plied with the goods.

4.2 If the Sell­er or its sup­pli­er is affect­ed by force majeure through no fault of its own, the deliv­ery peri­od shall be extend­ed by this peri­od, but by a max­i­mum of three weeks. If the deliv­ery is not made with­in this peri­od, both con­tract­ing par­ties shall be enti­tled to with­draw from the con­tract. In this case, nei­ther par­ty shall be enti­tled to claim dam­ages. The same applies in the event of oper­a­tional dis­rup­tions, pro­vid­ed that these are not cul­pa­bly caused by the sell­er. The fol­low­ing shall be regard­ed as oper­a­tional dis­rup­tions: Strike, lock­out, destruc­tion of parts of the plant, dis­rup­tion of the plant sup­ply or offi­cial orders.

4.3 The Buy¬≠er shall be enti¬≠tled to request the Sell¬≠er to declare whether the deliv¬≠ery will be made with¬≠in a peri¬≠od of grace set by him. If this is not the case, or if the Sell¬≠er does not make a dec¬≠la¬≠ra¬≠tion, the Buy¬≠er shall be enti¬≠tled to with¬≠draw from the con¬≠tract imme¬≠di¬≠ate¬≠ly, exclud¬≠ing any claims for dam¬≠ages. In all oth¬≠er cas¬≠es of delayed deliv¬≠ery or impos¬≠si¬≠bil¬≠i¬≠ty for which the sell¬≠er is respon¬≠si¬≠ble, the buy¬≠er may claim dam¬≠ages in addi¬≠tion to the right of with¬≠draw¬≠al. How¬≠ev¬≠er, this shall be lim¬≠it¬≠ed to a max¬≠i¬≠mum of 15 % of the con¬≠tract price.

4.4 If the Buy­er with­draws from a placed order with­out jus­ti­fi­ca­tion, the Sell­er shall be enti­tled, with­out prej­u­dice to the pos­si­bil­i­ty of claim­ing greater actu­al dam­ages, to claim up to 15% of the order val­ue for the costs incurred in pro­cess­ing the order. The Buy­er shall retain the right to claim a less­er dam­age or to prove that the Sell­er has not incurred any damage.

5. Transfer of risk and default of acceptance

5.1 The risk shall pass to the Buy­er upon deliv­ery ex works or ex ware­house. This shall also apply in the event that the Sell­er under­takes the shipment.

5.2 If it has been agreed that only the readi­ness for dis­patch shall be noti­fied, the risk shall pass to the Buy­er upon receipt of this notification.

6. Retention of title

6.1 The goods shall remain the prop¬≠er¬≠ty of the Sell¬≠er until all lia¬≠bil¬≠i¬≠ties of the Buy¬≠er to the Sell¬≠er, includ¬≠ing those aris¬≠ing from oth¬≠er legal rela¬≠tion¬≠ships, have been set¬≠tled (cur¬≠rent account reser¬≠va¬≠tion). Dur¬≠ing this peri¬≠od, the Buy¬≠er ‚ÄĒ if request¬≠ed to do so by the Sell¬≠er ‚ÄĒ shall be oblig¬≠ed to insure the deliv¬≠ered goods against any risk at its own expense.

6.2 The Buy­er shall be enti­tled to resell the goods in the ordi­nary course of busi­ness. In this case, he shall assign all claims from the resale, up to the amount of the cur­rent account reser­va­tion, to the Sell­er in advance, who here­by accepts this assignment.

6.3 If the Buy­er process­es the object of the deliv­ery (§ 950 BGB), this shall be deemed to have been done for the Sell­er, with the con­se­quence that the Sell­er shall become the own­er of the new­ly pro­duced object.

6.4 If the deliv­ery is com­bined or mixed with oth­er items, the Sell­er shall acquire co-own­er­ship of the new item in the amount of the share result­ing from the ratio of the val­ue of the processed reserved goods to the val­ue of the oth­er processed goods.

6.5 The Buy­er shall not be enti­tled to pledge the deliv­ered item or to assign it as secu­ri­ty. This shall also apply after any com­bi­na­tion, mix­ing or pro­cess­ing. If the pur­chas­er vio­lates this oblig­a­tion, this shall con­sti­tute his oblig­a­tion to pay compensation.

If the goods are pledged, the sell­er must be informed imme­di­ate­ly. Goods deliv­ered by the sell­er will be tak­en back only in per­fect con­di­tion after his con­sent with freight pre­paid return. Goods tak­en back will be cred­it­ed less 10% for pro­por­tion­al costs. A return of cus­tom-made prod­ucts or goods spe­cial­ly pro­cured at the request of the cus­tomer is excluded.

7. Warranty

7.1 The war­ran­ty peri­od is twelve months from deliv­ery. The pur­chas­er is oblig­ed to inspect the deliv­ered goods for defects imme­di­ate­ly upon receipt and to give notice of any defects dis­cov­ered with­out delay. If defects become appar­ent at a lat­er date, the Buy­er shall give notice of such defects with­out undue delay after they become appar­ent. Oth­er­wise, the war­ran­ty claims shall expire.

7.2 The Sell¬≠er shall be enti¬≠tled, at its dis¬≠cre¬≠tion, either to rem¬≠e¬≠dy the defect (rec¬≠ti¬≠fi¬≠ca¬≠tion), to replace defec¬≠tive parts or to refund the reduced val¬≠ue. There shall be no claim to deliv¬≠ery of a new item free of defects. In case of replace¬≠ment of parts, the defec¬≠tive parts become prop¬≠er¬≠ty of the sell¬≠er. The Buy¬≠er shall not incur any costs from this, unless the item has been tak¬≠en to anoth¬≠er loca¬≠tion by the Buyer.

7.3 If the Seller’s attempts to rem­e­dy the defect fail sev­er­al times or if the Sell­er fails to meet its oblig­a­tions even after expiry of a rea­son­able peri­od set by the Buy­er, the Buy­er shall be enti­tled to rem­e­dy the defect itself or have it reme­died at the Seller’s expense, to demand a reduc­tion in price or to with­draw from the contract.

7.4 Fur­ther claims for dam­ages of any kind, in par­tic­u­lar for con­se­quen­tial dam­ages, breach of pre-con­trac­tu­al, con­trac­tu­al or statu­to­ry oblig­a­tions, as well as from legal oblig­a­tions, are enti­tled to the buy­er only if the sell­er gross neg­li­gence or intent.

7.5 Sell­er shall not be liable for the fol­low­ing defects or damages:

Defects/damage due to incor­rect stor­age of the goods at the Buyer’s premis­es, unless the Sell­er has failed to point out a nec­es­sary spe­cial storage.

Defects/damage, the occur¬≠rence of which is due to an order of the buyer.

Defects/damage attrib¬≠ut¬≠able to defects in mate¬≠ri¬≠als sup¬≠plied by the Buyer.

Defects/damage due to faulty workmanship.

Nat¬≠ur¬≠al wear and tear.

8. Place of performance and jurisdiction

8.1 The place of per­for­mance for deliv­ery and pay­ment shall be Schleswig.

8.2 Inso­far as the par­ties to this con­tract are mer­chants with­in the mean­ing of the Ger­man Com­mer­cial Code (Han­dels­ge­set­zbuch), the place of juris­dic­tion for all actions shall be Schleswig, unless the Sell­er brings an action at the place of the Buyer’s branch office.

8.3 The law of the Fed¬≠er¬≠al Repub¬≠lic of Ger¬≠many shall apply.

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