Sales and Delivery Conditions
I. Scope and Protective Clause
1. These General Terms and Conditions are applicable to any current and future business relations between our company and customers being entrepreneurs. Entrepreneurs are natural and legal persons or partnerships with legal capacity entered into business relations acting in a corporate capacity or in a capacity as self-employed professionals. Entrepreneurs in the sense of the General Terms and Conditions also include legal persons under public law and a special fund under public law.
2. Deviating, contrary or supplementary General Terms and Conditions of the customer shall, even if familiar, not become part of the contract unless their validity has explicitly been approved in writing.
3. In case of doubt, the German version of these Sales and Delivery Conditions shall be legally binding
II. Validity, Offers.
1. Our offers are subject to changes. Any agreements, in particular ancillary verbal agreements, commitments, guarantees and other warranties made by our salesclerks shall only become binding on our written approval.
2. Documents related to the offer, e.g. drawings, figures, technical data, reference to standards and statements made in advertising materials are not considered as quality specification, assurance of or guarantee for properties unless explicitly specified as such in writing.
3. Deviations of the delivery item from the offer, samples, test or advance consignments are admissible according to the requirements of the applicable DIN or EN standards or other relevant technical standards.
1. Our prices are quoted ex works excluding packing plus VAT unless otherwise agreed. Reshipment of package and tubes shall be at the buyer’s expense. The tubes must be returned in clean condition free from any scraps of fibers. In case of nonconformity, the costs arising from this shall be borne by the buyer.
2. Prices may still be revised after a binding price has been agreed if four months have passed since the signing of the contract and the delivery or service have afterwards been effected or become more expense, directly or indirectly, by additional public duties, extra charges, freights or their increase or other legal measures or any change of cost factors like wage or material costs forming the price basis. This shall not apply to any services performed to a non-trader.
3. Shipments from Germany to a state not a member of the EU (third country) are exempt from Value Added Tax, as provided for by paragraph 6, section 1, subsection 1 of the (German) Value Added Tax Act, the moment the shipment arrives in the third country and the required legal confirmations are provided to the transferor.
4. In the case of an intra-communal shipment, as defined by the Act and in accordance with paragraph 6a of the Value Added Tax Act, the shipment is rendered exempt from Value Added Tax in the member state from which it was transported, once it crosses a border within the European Union. For this clause to apply, it is a precondition that an entrepreneur sends the shipment within the context of his business activities and that the item is physically transported from one member state to another as part of the shipment. Moreover, it is a precondition that the invoice recipient provides the transferor with the legally required confirmations and, in particular, has informed him of his valid VAT ID number.
IV. Payment and Accounting
1. Our invoices are due on the invoice date unless otherwise agreed. Payment shall be effected not later than within 10 days after the due date. Otherwise the Buyer will be in default without requiring a reminder.
2. Cash discount deductions are inadmissible unless otherwise agreed.
3. Any counterclaims disputed by us or stated as not legally binding shall not give the Buyer the right of retention or to offset claims.
4. On exceedance of the term of payment, at the latest from the date of default, we may charge interests at the respective bank rate for overdraft credits, at least however 8 percent above the base rate. The right to claim another default damage shall be reserved.
V. Dates and Terms of Delivery
1. Dates and terms of delivery are met if the delivery item has left our company by expiry of the date.
2. Terms of delivery are appropriately extended in case of industrial disputes, e.g. strikes and lockouts as well as on occurrence of unforeseeable hindrances outside our will, as far as there is evidence that those hindrances have a decisive effect on the manufacture or delivery of the delivery items. This also refers to circumstances occurring to sub-contractors. The Buyer shall be notified of such circumstances immediately. These regulations apply to delivery dates accordingly. If the execution of the contract becomes unacceptable to one of the parties, the party concerned may withdraw from the contract in this respect.
VI. Reservation of Proprietary Rights
1. All goods delivered shall remain our property until the complete fulfillment of all our requirements from the business relation with the Buyer.
2. The Buyer may sell these goods in the regular course of business as long as he meets all his obligations from the business connection. However, he must not pledge or transfer the goods subject to retention of title for the purpose of securing a debt. He is obliged to secure our rights in the credited resale of the goods subject to retention of title.
3. The Buyer shall already now assign any claims and rights from the sale of the goods subject to retention of title to us as security. We herewith accept the assignment.
4. It is always the Buyer’s task to process the goods subject to retention of title for us. If the goods subject to retention of title are processed or inseparably mixed with any other items than ours we acquire the co-ownership of a new thing in the ratio of the invoice value of the goods subject to retention of title to the other processed or mixed goods at the time of processing or mixing. If our goods are combined or inseparably mixed with other movable items to form a complete whole and the other item is to be regarded as the main thing, the Buyer shall transfer to us a proportional co-ownership if he is the owner of the main thing. The Buyer shall keep the property or co-ownership for us. As for the rest, the item resulting from the processing or connection and/or mixing is subject to the same provisions like the goods subject to retention of title.
5. The Buyer shall notify us immediately of any compulsory enforcement measures taken by a third party with regard to the goods subject to retention of title, the assigned claims or any other securities handing over the required documents for the intervention. This also applies to any adverse effects.
6. If the value of the provided securities exceeds the secured claims by a total of 20 percent, we are obliged to release any securities at our own option upon the Buyer’s request.
VII. Shipment and Passing of Risk
1. When handing over the goods to a forwarding agent or freight carrier, at the latest however when leaving the store or, in case of third-party deals, the supplier, the risk is passed over to the Buyer in all deals including carriage-free and delivered-free shipments. We only provide insurance on instruction and at the Buyer’s request and expense.
2. We may ship part deliveries to a reasonable extent.
3. In case of call orders, we may completely manufacture or arrange to manufacture the total order quantity. Any requests for changes cannot be taken into consideration after the order has been placed unless explicitly agreed so. Call order dates and quantities may only be kept according to our delivery and manufacturing possibilities if not specifically agreed. If the goods are not called for according to contract, we may account for them as being delivered after elapse of a reasonable extension of time.
VIII. Warranty, Limitation of Time
1. The customer shall notify us of any obvious defects within two weeks from receipt of the goods in writing. Otherwise, asserting any warranty claims shall be excluded. To meet the deadline, timely mailing will suffice. The customer has the sole responsibility of producing evidence for all claims preconditions, in particular for the defect itself, for the time when the defect was stated and for the timeliness of the notice of defects.
2. In case of legitimate notices of defects, we have the duty of supplementary performance, excluding the customer’s rights to self-remedy, to withdraw from the contract or to reduce the payment, unless we are entitled to refuse a supplementary performance due to the legal regulations. The supplementary performance may be an elimination of the defect (subsequent improvement) or an additional delivery according to the customer’s option. In case of remedy of defects, we shall bear the necessary costs as far as these won’t increase due to the fact that the subject of the contract is at another place than the place of fulfillment. If the supplementary performance has failed, the customer may withdraw from the contract or claim damage pursuant to the provisions under IX Section 2 etc. The subsequent improvement is considered as failed after the second unsuccessful attempt unless, due to the subject of contract, further attempts of subsequent improvement are reasonable and acceptable to the customer.
3. If the customer decides to withdraw from the contract due to a defect of title or material defect after a failed supplementary performance, he is not entitled to claim damage for this defect. If the customer decides to claim damage after a failed supplementary performance, this is restricted to difference between order value and value of the defective product. This shall not apply if we have caused the breach of the contract maliciously.
4. The period of warranty shall be one year after delivery of the product.
5. We don’t grant any warranties to our customer in the legal sense. Manufacturer’s warranties shall remain unaffected from this.
IX. Limitation of Liability, Limitation of Time
1. We shall be liable for any damage to life, body and health attributable to us, irrespectively of the following limitations of liability according to the legal provisions, which are based on a negligent or intentional breach of duty committed by us, our legal representatives or our assistants and for any damage covered by liability under the Product Liability Act.
2. We shall be liable for any damage not considered under IX Section 1 but which are due to an intentional or grossly negligent breach of contract and fraudulent intent by us, our legal representatives or our assistants. In this case the liability for damage is limited to a foreseeable, typically occurring damage and to the amount of the invoice value for the respective order (excl. postage percentage) provided that we, our legal representatives or assistants have not acted intentionally.
3. In case of slightly negligent breach of insignificant contractual duties by us, our legal representatives and assistants, we shall not be liable to the customer. In case of slightly negligent breach of significant contractual duties by us, our legal representatives and assistants, we shall only be liable if the damage is typically connected with the contract and foreseeable.
4. Any further liability shall be excluded irrespectively of the legal nature of the claim. This refers in particular to delictual claims or claims for vain expenditure instead of performance. Our liability referred to under VII shall remain unaffected from this. As far as our liability is excluded, this also applies to the personal liability of our employees, staff, representatives or assistants.
5. Damage claims of the customer for defects shall be limited to a period of one year after delivery of the product. This is not applicable if we, our legal representatives or assistants have caused damage to life, body and health, or if we or our legal representatives have acted intentionally or grossly negligently or our ordinary assistants have acted intentionally.
1. We reserve the property right and copyright to estimates, drafts, drawings and other documents. Third parties may only have access on our approval. Order-related drawings and other documents must be returned upon request.
2. As far as we have delivered items based on drawings, models, samples or other documents provided by the Buyer, the latter shall grant that the trademark rights of a third party are not infringed. If a third party refuses us in particular the manufacture and delivery of such items referring to their trademark rights, we are entitled, without the obligation to check the legal position, to cease any further activity and to claim damage if this is the Buyer’s fault. The Buyer also undertakes immediately to indemnify us from any third-party claims connected therewith.
XI. Place of Fulfillment, Venue and Applicable Law
1. Place of fulfillment for our deliveries is our works.
2. Our total legal relations, including with foreign customers who have their registered office outside the Federal Republic of Germany shall be governed by German law excluding the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980.
3. Place of venue for all actions including on bills or cheques and for any claims of the contracting parties among each other shall exclusively be, if legally admissible, the Local and/or Regional Court of Aachen. This shall also refer to all actions filed against us by foreign customers or our actions filed against foreign customers.
XII. Salvatorian Clause
If one of these provisions becomes invalid, the validity of the other provisions shall not be affected. The invalid provision shall be replaced by another one expressing the intention of the parties as close as possible.
As per September 01, 2011, valid for Filament-Technik Gesellschaft für technische Garne m.b.H. in Baesweiler and Kamenzer Zwirnerei GmbH.