The following General Conditions of Delivery and Payment for Foreign Customers shall apply to all deliveries of our products, except as modified by express agreement accepted in writing by both parties.
1. Offer and Conclusion of Contract
Only our offers and written confirmations will be decisive with respect to the scope and type of products delivered. The contract shall be deemed to have been concluded when we have accepted the order in writing; up to that time our quotation is without obligation. Measures, weights, illustrations and drawings are without obligation for the models, unless expressly confirmed by us in writing.
Any illustrations, drawings, sketches and other technical documents remain our exclusive property. Without our consent they may not be communicated to any third party, and they have to be returned to us on request. The customer has to guarantee that manufacturing drawings presented by it do not infringe any industrial property rights of third parties. We are not obliged to examine whether in case of manufacture according to manufacturing drawing supplied by the customer we infringe industrial property rights of third parties. If, nevertheless, we are liable to a third party, the customer has to indemnify us. Manufacturing and detail drawings will be supplied by us only if agreed upon before conclusion of the contract and confirmed by us in writing. An appropriate extra charge will be levied for the supply of such drawings.
Where special tools and gauges or clamping devices are necessary in order to carry out a special order, these will be invoiced additionally, but shall remain our property after completion of the order.
2. Prices and Conditions of Delivery
Prices quoted in offers and order confirmations are subject to change. We invoice the price applicable at the date of dispatch, unless a different arrangement has been expressly accepted by us in writing.
All prices are ex works, excluding packaging, freight, postage and insurance. If requested, we are prepared to insure the products against damaged in transit at the customer’s expense.
3. Terms of Payment
If the terms of payment laid down in the contract are not complied with, interest will be charged at a rate of 8% above the discount rate quoted by the European Central Bank. In case of complaints with respect to products received the customer may not suspend payment or make any deductions from the invoiced amount, unless liability is admitted by us.
4. Retention of Title/Conditional Sale
The products shall remain our property until payment has been made in full. The customer shall help us to protect our title. If products not yet paid for are pledged by a third party, the customer shall notify us immediately.
5. Term of Delivery
The delivery period shall run from the date on which all technical particulars of the models in questions have been clarified and agreement has been reached between the parties with respect to all details of the contract. In case of unforeseeable circumstances which are beyond our control, i.e., force majeure, operating trouble, delayed deliveries by a subcontractor, rejects in our own plant or at a subcontractor’s the delivery period shall be reasonably extended. In such case the customer is not entitled to claim compensation or performance.
We shall use our best efforts to honour confirmed delivery dates, which are only approximate. However, if in case of confirmed delivery dates there occurs a delay, an appropriate extension of time shall be granted. Claims for damages or penalties are, therefore, excluded.
6. Liability for Defects
Deficiency claims have to be brought forward immediately upon receipt of the shipment. We warrant the quality of our products in such a manner as to replace or repair all components returned to us because they do not meet the specifications or cannot be used because of defects in workmanship. We accept liability only for defects in design or execution which have been caused by us. For defects in material supplied by us we accept liability only insofar as we should have discovered the deficiency in exercising due diligence. If we are responsible for the technical design, we will accept a deficiency claim only in case the customer can prove that our product does not meet the state of art due to our fault. We are not liable for damages due to normal wear and tear or misuse of the products supplied. Any further claims, such as compensation for direct or indirect damages to machinery or cost incurred in dismantling an assembly work, freight charges or penalties for delay ect. are expressly rejected. Where products have been repaired, altered or overhauled without our consent our liability ceases.
Unless otherwise agreed, we warrant the quality of design and manufacture utilizing good raw material for a period of 12 months after date of delivery, in such a way that we replace or repair free of charge defective components which have been returned to us. Freight charges to our works for defective components shall be born to the customer. For the return of the repaired or exchanged components to the customer the same shipping terms shall apply as for the original order.
7. Cancellation of Contract
The customer may cancel the contract only if, upon a reasonable extension of time we have failed to remedy a deficiency or if, in such case, we are, for whatever reason, unable to undertake necessary corrections or to supply a replacement part.
In the event that the contract should be cancelled by the customer without our fault, the customer shall reimburse to us, without delay, the invoice value of such contract after deduction of the direct costs saved by us as a result of the cancellation.
8. Place of Performance and Venue
Place of Performance and Venue shall be Bad Homburg. The customer may not assign his rights under the contract to a third party without our written consent.
9. Purchasing Conditions of Customer
Purchasing conditions of the customer which are not in compliance with these General Conditions of Delivery and Payment, must be accepted by us in writing in order to be binding. The other provisions of these conditions remain in full force and effect.