Preface
We process orders received basically only on the following terms and conditions of delivery and payment unless we expressively agree differently in writing.
An implied acknoledgement differing from our conditions, in particular also by executuion of the order placed with us, is excluded. If in a particular case we have agreed in a deviation from our general conditions, the the unchanged part of conditions remain valid. When placing an order, the customer is accepting our conditions as binding. Purchasing conditions of the customer are binding for us only if expressively confirmed by us in writing.
Conclusion of a Contract
Our offers are made without engagement.
Obvious mistakes in expressions, printing or arithmetic mistakes in quotations or statements of accounts are not binding for us and any kind of compensation or implementation cannot be claimed from us.
Written, verbal or orders placed over telephone only become valid by our written order confirmation.
In case of immediate ex stock deliveries, the invoice substitutes the order confirmation. In case of special production we reserve the right of a tolerance of the quantity of plus/minus 5 %.
Prices
The prices are to be understood ex works or ex stock of the seller, packing, loading and VAT excluded. Any fees, taxes or other levies which might occur for a delivery, are to be borne by the buyer.
If an order is deviating from the corresponding quotation, the seller reserves the right of an appropriate price adjustment.
Prices are based on the costs as valid at the time of the quotation. Should the costs have changed at the time of delivery, the seller has the right to adjust prices accordingly.
In case of a compensation delivery following a claim, the seller decides which provision of services is deemed necessary and charges will be made according to the actual costs arisen. This is valid as well for any work or additional work performed during the execution of the compensation delivery, even if the necessity was only discovered during this execution. The knowledge of such necessity does not have to be prior informed to the buyer.
Any costs which might have arisen by the preparation of a quotation for such a compensation delivery or claim, or costs related to the survey of such, have to be borne by the buyer even if the order does not materialize.
Prices of cables and wires are based on a copper price of € 130.– for 100 kg copper and € 100,– for 100 kg aluminium.
Performance of contract and transfer of perils
Transfer of perils is the moment that the goods leave the factory or the stock independent from the agreed terms (FOB,CIF or else). This applies even if the delivery is related to an installation or turn-key job if the transport is organised or arranged by the seller.
For services which are no delivery or a part of it, place of fulfilment is the place where the services have been provided. The transfer of perils for services or agreed partial services is transferred onto the purchaser after the completion of such services.
In case of a delayed delivery from the factory or stockwhich is caused by the buyer, the transfer of perils is the day that the goods are ready for despatch. In case of a call-off order, the goods have the status “called-off” latest one year after the date of the order.
Especially agreed take-over tests or trial runs do not influence the performance of contract and transfer of perils.
Payment Terms
Our invoices are payable net within 30 days after date of invoice; for payments within 10 days after date of invoice we grant a discount of 2 % on copper base. Drafts are accepted only in individual cases, following a written agreement. In case of the acceptance of payment by draft, we always assume that it can be presented for discount at the bank. Fees for any discount of a draft will be dibited to the buyers account.
If the buyer does not pay as agreed, we are entitled, subject to eventually assert further claims, to charge interest according to the prevailing interest rates of our bankers as from the date of the first payment reminder. Payment deadline begins from date of invoice which is same as is date of delivery.
Should the buyer be delayed in the payment of a significant amount for more than a week, or circumstances occur which lead to the assumption that the buyers creditworthiness is doubtful, all debts become payable immediately without consideration of eventually accepted drafts. In such cases we also have the right to continue supplies only on a basis cash before delivery or indemnification or cancellation of a contract after a suitable period of grace.
The retention of payment or the set-off against payments due to any counterclaims of the buyer denied by us, is not permitted.
Discounts or bonuses on the applicable price list are granted subject to receiving the full payment in time. In case of the introduction of a bankruptcy or a clearing process against the buyer, the discounts or deductions granted by us in the invoices are invalid. The buyer is obliged to pay the undiscounted list price.
Time of delivery
The time of delivery starts to count with the date of sending the order confirmation, however not before the technical clarification of the products and receipt of possible approvals, acceptance or agreed payments.
The time of delivery is met, if the goods to be delivered, left the factory or warehouse, or the goods are ready for shipment and this fact was informed to the buyer.
The time of delivery extends appropriately in case of labour disputes, in perticular strike and lockouts as well as unexpected obstacles, which are beyond our control, as far as such obstacles are of substantial influence on the delivery of the goods This even applies if the aforementioned circumstances occur with a subcontractor. The aforementioned circumstances are not our responsibility if they develop during an already existing delay. In important cases the buyer will be informed by us about such obstacles as soon as possible.
Risk and Property
Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and property stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, property stored, protected and insured.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller and, if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party when the Goods are stored and repossess the Goods.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
Compliance with drawings and specifications
All documents, drawing and specifications issued by the Seller in connection with the Goods are intended as illustrative only and no warranty is given that the Goods comply strictly with information given in any such material.
The copyright and all other intellectual property rights of whatever nature in any such documents, drawings, descriptions or specifications is vested exclusively in the Seller and the Buyer shall not reproduce or publish the same in any form without the Seller’s prior written consent.
The Seller reserves the right to make changes in the design or specification of the Goods without prior notice to the Buyer provided that such changes do not materially affect the quantity, performance or functionality of the Goods.
Warranties and liability
Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of delivery. The above warranty is given by the Seller subject to the following conditions:
the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage negligence, abnormal working conditions, electro-chemical or electrical influences, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
Subject as expressly provided in these conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification or order shall be notified to the Seller within 48 hours from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 7 days after the date on which the Buyer ought reasonably to have been aware of the defect or failure.
Any claim by the Buyer which is based on incorrect quantity of the Goods or non-receipt of the Goods shall be notified to the Seller within 48 hours of deliver (in the case of shortages) or within 7 days of the date of the invoice (in the case of non-receipt).
Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods, the Seller shall be entitled to replace the Goods (or the part in question) free of charge, or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
Any Goods or parts replaced by the Seller under the preceding sub-clause shall remain the property of the Seller.
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
Force Majeure
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
Act of God, explosion, flood, tempest, fire or accident.
war or threat of war, sabotage, insurrection, civil disturbance or requisition;
acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
import or export regulations or embargoes;
strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of third party);
difficulties in obtaining raw material, labour, fuel, parts or machinery
power failure or breakdown in machinery.
Indemnity
If any claim made against the Buyer that the Goods infringe or that their use or resale infringes the intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, cost and expenses awarded against or incurred by the Buyer in connection with the claim provided that:
the Seller is given full control of any proceedings or negotiations in connection with any such claim;
the buyer shall give the Seller all reasonable assistance for the purpose of any such proceedings or negotiations;
except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller;
the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under such policy or cover (which the Buyer shall use its best endeavours to do);
the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and cost (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
General
Any communication required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
The contract is personal between the Buyer and the Seller and neither shall be entitled to assign its rights or duties under the Contract without the other’s prior written consent.
No waiver by the Seller of any breach of the Contract of the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected thereby.