Download our General Terms and Conditions
1. Exclusive application and acceptance of our General Terms and Conditions
1.1 Our deliveries, services and offers are based exclusively on our General Terms and Conditions. General terms and conditions of the Customer, and any provisions or agreements of the Customer that deviate from our General Terms and Conditions, are binding on us only if we expressly acknowledge them in writing.
1.2 By placing an order or accepting services, the Customer acknowledges that our General Terms and Conditions apply not only to the transaction in question but also to all future transactions. Where we have an ongoing business relationship with the Customer, amendments to or new versions of our General Terms and Conditions become part of the contract upon dispatch of the order confirmation, unless they are objected to in writing without undue delay.
1.3. Our General Terms and Conditions apply only to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
2. Offers, collateral agreements, contract content
2.1 Our offers are subject to change in the sense that a contract is only concluded once we accept the order.
2.2 The information in our catalogues and technical documents consists of non-binding processing guidelines and is not to be understood as assurances or guarantees. Assurances or guarantees regarding the properties or usability of the goods exist only if we expressly designate them as such in writing.
2.3 Collateral agreements relating to our offers and order confirmations require our written confirmation to be valid.
2.4 In cases of doubt, our written order confirmation alone is decisive for the content of the contract.
2.5 Subsequent changes to the order likewise require our written confirmation. Any additional costs incurred up to the time the order is changed shall in all cases be borne by the Customer.
3. Reservation of the right to withdraw
3.1 We are entitled to withdraw from a contract if, through no fault of our own, its performance meets with technical difficulties or force majeure that are insurmountable or whose overcoming would require effort disproportionate to the value of the performance to be rendered by us. This applies in particular to operational disruptions, industrial action, shortages or abnormal price increases of raw materials, means of transport or labour. We further reserve the right to withdraw from a contract if the goods ordered are not supplied to us correctly and on time by our own supplier (reservation of self-supply).
3.2 If the Customer cancels its order, we are entitled to charge a cancellation fee of 15% of the value of the goods and to invoice it immediately.
4. Terms of payment
4.1 Unless otherwise agreed, our prices apply to delivery ex our distribution warehouse in Solingen, excluding packaging, and for all services excluding insurance and value added tax. Value added tax will in all cases be charged additionally by us at the statutory rate applicable on the date of performance.
4.2 We reserve the right to increase our prices accordingly if cost increases occur after conclusion of the contract, in particular as a result of collective wage agreements or increases in material prices. We will provide the Customer with evidence of these on request.
4.3 All invoices are payable on receipt, net within 30 days, only to one of our accounts or at our registered office. For larger orders, we are entitled to issue partial invoices in line with the work performed.
4.4 Our claims may only be set off against counterclaims that have been finally determined by a court or are undisputed. The Customer's rights of retention are excluded unless they are asserted on the basis of an undisputed or finally determined claim.
4.5 If the Customer is in default of payment, we may charge interest at 8 percentage points above the base rate, without prejudice to our other rights arising from the default.
4.6 If the Customer is in default of payment, fails to comply with other material obligations, or if it becomes apparent to us after conclusion of the contract that our claim is jeopardised by the Customer's lack of ability to perform, we are entitled to declare all other outstanding claims immediately due and/or to demand payment in advance or other security, or performance concurrently with counter-performance, for deliveries still outstanding. In such a case we are further entitled, after a reasonable grace period, to withdraw from the contract and/or claim damages.
5. Insurance, shipping, transfer of risk
5.1 We insure consignments of goods at the Customer's expense against the usual transport risks, with the exception of deliveries abroad, deliveries by forwarding agents or our own vehicles, and collections.
5.2 If we receive no specific shipping instructions, we ship the goods by the route we consider most economical. The goods are shipped for the account and at the risk of the Customer. Any cartage charges shall in all cases be borne by the consignee. If the consignee stipulates express shipment, the additional express cost will be invoiced.
5.3 The risk of accidental loss and accidental deterioration of the goods for which we are not responsible passes to the Customer upon loading at our distribution warehouse or, if the goods cannot or are not to be shipped, upon dispatch of the notice that the goods are ready for delivery.
5.4 Depending on the type of goods ordered, deviations in weight, quantity or dimensions compared with the order cannot be ruled out on delivery. In such a case, the Customer accepts over- or under-deliveries customary in the trade of up to 10%, both with regard to the total quantity and to individual partial deliveries.
5.5 If the Customer is in default with the call-off, acceptance or collection of the goods, or if it is responsible for a delay in shipment or delivery, we are entitled, without prejudice to further claims and after a reasonable deadline has expired without result,
a) to withdraw from the contract with respect to the quantities not accepted, or
b) to store the goods with us or a third party at the Customer's expense and risk and, subject to proof of a lower amount, to charge storage costs of at least 0.5% of the invoice amount for the quantities not accepted for each week or part thereof of storage, but in total no more than 5% of the invoice value of the deliveries and services affected by the default, or
c) to otherwise dispose of the quantities not accepted in the best possible way (Section 254 BGB).
6. Retention of title
6.1 The goods remain the property of the Supplier until full payment of all claims, including ancillary claims, claims for damages, claims arising in future and the honouring of cheques and bills of exchange. If the acceptor bill procedure has been agreed with the Customer, discharge in addition to payment of the purchase price only takes effect once the Supplier has been released from liability under the bill of exchange. Bills of exchange issued in this connection must in each case be submitted for discounting to the bank through which the corresponding payment by cheque or bank transfer was made.
6.2 The Customer is entitled to process and sell the goods subject to the following provisions: a) The Customer's authorisation to process goods subject to retention of title in the ordinary course of business ends, without prejudice to revocation by the Supplier, which is permissible at any time, when the Customer suspends payments or when an application is filed for the opening of insolvency proceedings against its assets. In this case the Customer is obliged to surrender the unprocessed goods subject to retention of title on the Supplier's first request. Unless expressly declared in writing, the demand for surrender does not constitute exercise of the right of withdrawal. After payment of the purchase price, the Supplier is entitled to supply the Customer again within a reasonable period. Otherwise, the Supplier will dispose of the unprocessed goods subject to retention of title that have been taken back in the best possible way (Section 254 BGB).
b) By processing the goods subject to retention of title, the Customer does not acquire ownership of the new items pursuant to Section 950 BGB. The treatment and processing of goods supplied by the Supplier and still owned by it are always carried out on behalf of the Supplier, without the Supplier incurring any liabilities as a result. If the goods subject to retention of title are processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the work to the other items processed at the time of processing. If the Customer now or later acquires ownership shares in the new item, it hereby transfers these shares to the Supplier in advance. In all other respects, the same applies to the item created by processing as to the work delivered subject to retention of title. The Supplier retains the expectant right with regard to acquisition of ownership of the goods subject to retention of title. If the goods subject to retention of title are combined with another item in such a way that the other item is to be regarded as the principal item, and the principal item is in the sole ownership or co-ownership of the Customer, the Customer likewise hereby transfers it to the Supplier in advance. If the Customer later acquires ownership or co-ownership of the principal item through processing, payment of the purchase price or in any other way, it hereby transfers this to the Supplier in advance.
c) The Customer hereby assigns to the Supplier in advance all claims accruing to it from the resale of goods subject to retention of title to its customers or against third parties, irrespective of whether the work itself has been sold or a new item created by processing, mixing or combining that is subject to the Supplier's retained title. If an assignment prohibition exists with the Customer's customer, the Customer must notify the Supplier of this in writing without undue delay. If there is a current account relationship between the Customer and its customer, the claim assigned to us in advance relates to the acknowledged balance. If the Customer has previously sold this claim under genuine (non-recourse) factoring, it assigns to the Supplier the claim against the factor that takes its place. The Supplier accepts this assignment.
d) The Supplier will not collect the assigned claims as long as the Customer meets its payment obligations. However, the Customer is obliged, on request, to provide the Supplier with an exact list of the third-party debtors with name and address, the amount of each individual claim, invoice date, etc., to notify its customers of the assignment and to provide the Supplier with all information required to assert the assigned claim. The Customer is entitled to collect the claims itself in the ordinary course of business for as long as the Supplier does not issue any other instruction. The Customer authorises the Supplier, as soon as the Customer is in default of a payment or its financial circumstances deteriorate significantly, to inform the customers of this assignment and to collect the claim itself. In this case the Supplier may demand that the Customer allow its authorised representative to verify the existence of the assigned claim on the basis of the accounting records. Amounts received from assigned claims must be kept separately for transfer.
e) The retention of title also remains in force if individual claims of the Supplier are included in a current account and the balance is drawn and acknowledged, unless the balance has been settled.
f) The Customer is not entitled to pledge the goods subject to retention of title or to transfer them by way of security. The Supplier must be notified without undue delay of any seizure of the goods subject to retention of title, stating the attaching creditor.
g) As soon as it has suspended payments, the Customer is obliged to send the Supplier a list of the goods subject to retention of title still in existence, including those that have been processed, together with a list of the claims against third-party debtors and copies of the invoices.
h) If the Supplier takes back the delivered goods on the basis of its retention of title, this constitutes withdrawal from the contract only if the Supplier expressly declares this in writing. The Supplier may also obtain satisfaction from the goods subject to retention of title that have been taken back by selling them privately.
i) The Customer holds the goods subject to retention of title in safe custody for the Supplier. It must insure them against fire, theft and water damage. The Customer hereby assigns to the Supplier, up to the amount of the Supplier's claims, its claims for compensation against insurance companies arising from damage of the kind referred to in sentence 2 or from other claims for compensation.
j) Rights arising from the retention of title and all special forms laid down in these terms apply until full release from contingent liabilities that the Supplier has entered into in the interest of the Customer.
k) The Customer undertakes, whenever necessary or on request, to cooperate in providing proof of identity of the goods, among other things by disclosing suitable documents.
l) The Supplier undertakes, at the Customer's request, to release the securities to which it is entitled insofar as the value of its securities exceeds the claims to be secured by more than 20%. The choice of securities to be released lies with the Supplier.
7. Delivery dates and periods
7.1 Delivery dates and periods are approximate only and must be stated in writing. Delivery periods begin on the date of our order confirmation, but not before all details of the order have been fully clarified. The delivery date is the day of dispatch ex works or, where collection by the Customer has been agreed, the day on which notice of readiness for shipment is sent. Compliance with deadlines requires that the Customer fulfils its contractual obligations, in particular its payment obligation, on time and in full. Otherwise, an agreed period is extended by a period corresponding to the delay.
7.2 The Supplier is also entitled to make partial deliveries to a reasonable extent.
7.3 Four weeks after a non-binding delivery date or a non-binding delivery period has been exceeded, the Customer may request the Supplier in writing to deliver within a reasonable period. With this reminder, the Supplier is in default. If this period expires without result, the Customer is entitled to withdraw from the contract by written declaration or to claim damages in accordance with clause 8.
8. Breach of duty by the Supplier
8.1 We are liable in accordance with the statutory provisions for intent and gross negligence.
8.2 In addition, we are liable in principle for simple negligence, including that of our executive employees and our vicarious agents, insofar as a material obligation is breached. Where we are liable for a breach of a material obligation due to simple negligence, this liability is, however, limited in amount to compensation for typical, foreseeable damage.
8.3 Further claims for damages by the Customer against the Supplier due to defective delivery are excluded. In particular, we are liable for loss of profit or other financial losses of the Customer only for typical, foreseeable damage. Our liability for personal injury and in the event that we have assumed a guarantee for the existence of a property or have fraudulently concealed a defect remains unaffected by these limitations. The assumption of a guarantee must be made by us in writing and expressly designated as such, and establishes liability within the scope of the guarantee promise.
8.4 If partial deliveries have already been made, the right of withdrawal and the assertion of claims for damages are limited to the outstanding delivery, unless the partial delivery is of no interest to the Customer as a whole. This clause also applies if performance becomes impossible for the Supplier. If delivery becomes impossible for the Supplier by chance during its default, it is nevertheless liable in accordance with this clause, unless the damage would also have occurred if delivery had been made on time.
8.5 Force majeure, riot, strike, lockout and significant operational disruptions for which we are not at fault extend the dates and periods referred to in clause 7 by the duration of the disruptions to performance caused by these circumstances, insofar as these obstacles demonstrably affect the completion or delivery of the item to be delivered.
8.6. Unless we deviate from instructions issued to us, we are not obliged to check whether orders carried out by us infringe the rights of third parties (in particular copyrights). The Customer shall indemnify us against any claims made against us.
9. Warranty
9.1 The Supplier is liable for all defects that occur within one year, calculated from the time of transfer of risk. The above provision does not apply insofar as the law prescribes longer limitation periods pursuant to Sections 438 (1) No. 2, 479 (1) and Section 634a BGB. An insignificant reduction in value or fitness for use is disregarded.
9.2 We provide a warranty for services rendered by us and for goods procured or delivered by us. Defects in any material provided by the Customer do not oblige us to provide a warranty.
9.3 The Customer must notify the Supplier of obvious defects without undue delay after their discovery, stating all relevant information, by registered letter to the Customer. If the Customer fails to comply with this obligation to give notice, the goods delivered are deemed approved, with the result that all warranty claims lapse.
9.4 Defects in only part of our services do not entitle the Customer to reject the entire service.
9.5 The Supplier's obligation is limited to remedying the defect free of charge or supplying a replacement within a reasonable period. Defective goods may only be returned after prior notification to the Supplier. For goods that have been reworked, a warranty is provided on the basis of the contract for work (and materials) until the warranty period for the work expires.
9.6 If the Supplier refuses both types of subsequent performance, if the type of subsequent performance to which the Customer is entitled has failed at the second attempt, or if further attempts at rectification are unreasonable for the Customer, the Customer may, instead of rectification, demand withdrawal, a reduction of the remuneration or damages.
9.7 The warranty applies only in favour of the first purchaser. The Customer's rights to warranty against the Supplier and the warranty claims themselves are excluded from assignment.
9.8 Warranty claims lapse if the defect that occurs is causally related to the Customer not having reported a defect in accordance with clause 9.3 and not having given an opportunity for rectification without undue delay, or to the work having been handled improperly or overstressed.
9.9 If a defect in our performance is based on materials or services that we have obtained from third parties, we may fulfil our warranty by assigning our claims against the third party to the Customer, provided that we could not have recognised the defect on careful inspection and the Customer obtains, through the assignment, a position comparable to our warranty obligation. Our warranty obligation ends only upon final enforcement of the Customer's warranty claims against the third party.
10. Moulds, templates, tools
10.1 Irrespective of whether the Customer is invoiced for the costs of producing moulds, templates, tools or similar items, these remain our sole property.
10.2 We claim the exclusive right of manufacture for profiles produced to our designs. Imitation or production by third parties always requires our approval.
11. Overall liability
11.1 Any liability for damages beyond that provided for in clauses 8 and 9 is excluded, irrespective of the legal nature of the claim asserted. In all cases, mandatory liability under the German Product Liability Act (Produkthaftungsgesetz) and other mandatory claims arising from product liability remain unaffected.
11.2 Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.
12. Place of performance, place of jurisdiction, applicable law
12.1 The place of performance for delivery and payment is our registered office in Solingen.
12.2 The exclusive place of jurisdiction for all disputes concerning and arising from the contract, including proceedings relating to bills of exchange and cheques, is Solingen. However, the Supplier is also entitled to sue the Customer at any other place of jurisdiction applicable to the Customer.
12.3 In the case of international transactions, the entire contractual relationship is governed by the law of the Federal Republic of Germany, unless another legal system mandatorily applies. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods and the Uniform Law on the International Sale of Goods is excluded.
12.4 Should one or more of the above terms be invalid, the remaining terms remain unaffected. In such a case, the Supplier and the Customer are obliged to replace an invalid term with a valid one that comes closest to the economic purpose of the invalid term.
Terms and Conditions of Sale and Delivery
1. Exclusive application and acceptance of our General Terms and Conditions
1.1 Our deliveries, services and offers are based exclusively on our General Terms and Conditions. General terms and conditions of the Customer, and any provisions or agreements of the Customer that deviate from our General Terms and Conditions, are binding on us only if we expressly acknowledge them in writing.
1.2 By placing an order or accepting services, the Customer acknowledges that our General Terms and Conditions apply not only to the transaction in question but also to all future transactions. Where we have an ongoing business relationship with the Customer, amendments to or new versions of our General Terms and Conditions become part of the contract upon dispatch of the order confirmation, unless they are objected to in writing without undue delay.
1.3. Our General Terms and Conditions apply only to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
2. Offers, collateral agreements, contract content
2.1 Our offers are subject to change in the sense that a contract is only concluded once we accept the order.
2.2 The information in our catalogues and technical documents consists of non-binding processing guidelines and is not to be understood as assurances or guarantees. Assurances or guarantees regarding the properties or usability of the goods exist only if we expressly designate them as such in writing.
2.3 Collateral agreements relating to our offers and order confirmations require our written confirmation to be valid.
2.4 In cases of doubt, our written order confirmation alone is decisive for the content of the contract.
2.5 Subsequent changes to the order likewise require our written confirmation. Any additional costs incurred up to the time the order is changed shall in all cases be borne by the Customer.
3. Reservation of the right to withdraw
3.1 We are entitled to withdraw from a contract if, through no fault of our own, its performance meets with technical difficulties or force majeure that are insurmountable or whose overcoming would require effort disproportionate to the value of the performance to be rendered by us. This applies in particular to operational disruptions, industrial action, shortages or abnormal price increases of raw materials, means of transport or labour. We further reserve the right to withdraw from a contract if the goods ordered are not supplied to us correctly and on time by our own supplier (reservation of self-supply).
3.2 If the Customer cancels its order, we are entitled to charge a cancellation fee of 15% of the value of the goods and to invoice it immediately.
4. Terms of payment
4.1 Unless otherwise agreed, our prices apply to delivery ex our distribution warehouse in Solingen, excluding packaging, and for all services excluding insurance and value added tax. Value added tax will in all cases be charged additionally by us at the statutory rate applicable on the date of performance.
4.2 We reserve the right to increase our prices accordingly if cost increases occur after conclusion of the contract, in particular as a result of collective wage agreements or increases in material prices. We will provide the Customer with evidence of these on request.
4.3 All invoices are payable on receipt, net within 30 days, only to one of our accounts or at our registered office. For larger orders, we are entitled to issue partial invoices in line with the work performed.
4.4 Our claims may only be set off against counterclaims that have been finally determined by a court or are undisputed. The Customer's rights of retention are excluded unless they are asserted on the basis of an undisputed or finally determined claim.
4.5 If the Customer is in default of payment, we may charge interest at 8 percentage points above the base rate, without prejudice to our other rights arising from the default.
4.6 If the Customer is in default of payment, fails to comply with other material obligations, or if it becomes apparent to us after conclusion of the contract that our claim is jeopardised by the Customer's lack of ability to perform, we are entitled to declare all other outstanding claims immediately due and/or to demand payment in advance or other security, or performance concurrently with counter-performance, for deliveries still outstanding. In such a case we are further entitled, after a reasonable grace period, to withdraw from the contract and/or claim damages.
5. Insurance, shipping, transfer of risk
5.1 We insure consignments of goods at the Customer's expense against the usual transport risks, with the exception of deliveries abroad, deliveries by forwarding agents or our own vehicles, and collections.
5.2 If we receive no specific shipping instructions, we ship the goods by the route we consider most economical. The goods are shipped for the account and at the risk of the Customer. Any cartage charges shall in all cases be borne by the consignee. If the consignee stipulates express shipment, the additional express cost will be invoiced.
5.3 The risk of accidental loss and accidental deterioration of the goods for which we are not responsible passes to the Customer upon loading at our distribution warehouse or, if the goods cannot or are not to be shipped, upon dispatch of the notice that the goods are ready for delivery.
5.4 Depending on the type of goods ordered, deviations in weight, quantity or dimensions compared with the order cannot be ruled out on delivery. In such a case, the Customer accepts over- or under-deliveries customary in the trade of up to 10%, both with regard to the total quantity and to individual partial deliveries.
5.5 If the Customer is in default with the call-off, acceptance or collection of the goods, or if it is responsible for a delay in shipment or delivery, we are entitled, without prejudice to further claims and after a reasonable deadline has expired without result,
a) to withdraw from the contract with respect to the quantities not accepted, or
b) to store the goods with us or a third party at the Customer's expense and risk and, subject to proof of a lower amount, to charge storage costs of at least 0.5% of the invoice amount for the quantities not accepted for each week or part thereof of storage, but in total no more than 5% of the invoice value of the deliveries and services affected by the default, or
c) to otherwise dispose of the quantities not accepted in the best possible way (Section 254 BGB).
6. Retention of title
6.1 The goods remain the property of the Supplier until full payment of all claims, including ancillary claims, claims for damages, claims arising in future and the honouring of cheques and bills of exchange. If the acceptor bill procedure has been agreed with the Customer, discharge in addition to payment of the purchase price only takes effect once the Supplier has been released from liability under the bill of exchange. Bills of exchange issued in this connection must in each case be submitted for discounting to the bank through which the corresponding payment by cheque or bank transfer was made.
6.2 The Customer is entitled to process and sell the goods subject to the following provisions: a) The Customer's authorisation to process goods subject to retention of title in the ordinary course of business ends, without prejudice to revocation by the Supplier, which is permissible at any time, when the Customer suspends payments or when an application is filed for the opening of insolvency proceedings against its assets. In this case the Customer is obliged to surrender the unprocessed goods subject to retention of title on the Supplier's first request. Unless expressly declared in writing, the demand for surrender does not constitute exercise of the right of withdrawal. After payment of the purchase price, the Supplier is entitled to supply the Customer again within a reasonable period. Otherwise, the Supplier will dispose of the unprocessed goods subject to retention of title that have been taken back in the best possible way (Section 254 BGB).
b) By processing the goods subject to retention of title, the Customer does not acquire ownership of the new items pursuant to Section 950 BGB. The treatment and processing of goods supplied by the Supplier and still owned by it are always carried out on behalf of the Supplier, without the Supplier incurring any liabilities as a result. If the goods subject to retention of title are processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the work to the other items processed at the time of processing. If the Customer now or later acquires ownership shares in the new item, it hereby transfers these shares to the Supplier in advance. In all other respects, the same applies to the item created by processing as to the work delivered subject to retention of title. The Supplier retains the expectant right with regard to acquisition of ownership of the goods subject to retention of title. If the goods subject to retention of title are combined with another item in such a way that the other item is to be regarded as the principal item, and the principal item is in the sole ownership or co-ownership of the Customer, the Customer likewise hereby transfers it to the Supplier in advance. If the Customer later acquires ownership or co-ownership of the principal item through processing, payment of the purchase price or in any other way, it hereby transfers this to the Supplier in advance.
c) The Customer hereby assigns to the Supplier in advance all claims accruing to it from the resale of goods subject to retention of title to its customers or against third parties, irrespective of whether the work itself has been sold or a new item created by processing, mixing or combining that is subject to the Supplier's retained title. If an assignment prohibition exists with the Customer's customer, the Customer must notify the Supplier of this in writing without undue delay. If there is a current account relationship between the Customer and its customer, the claim assigned to us in advance relates to the acknowledged balance. If the Customer has previously sold this claim under genuine (non-recourse) factoring, it assigns to the Supplier the claim against the factor that takes its place. The Supplier accepts this assignment.
d) The Supplier will not collect the assigned claims as long as the Customer meets its payment obligations. However, the Customer is obliged, on request, to provide the Supplier with an exact list of the third-party debtors with name and address, the amount of each individual claim, invoice date, etc., to notify its customers of the assignment and to provide the Supplier with all information required to assert the assigned claim. The Customer is entitled to collect the claims itself in the ordinary course of business for as long as the Supplier does not issue any other instruction. The Customer authorises the Supplier, as soon as the Customer is in default of a payment or its financial circumstances deteriorate significantly, to inform the customers of this assignment and to collect the claim itself. In this case the Supplier may demand that the Customer allow its authorised representative to verify the existence of the assigned claim on the basis of the accounting records. Amounts received from assigned claims must be kept separately for transfer.
e) The retention of title also remains in force if individual claims of the Supplier are included in a current account and the balance is drawn and acknowledged, unless the balance has been settled.
f) The Customer is not entitled to pledge the goods subject to retention of title or to transfer them by way of security. The Supplier must be notified without undue delay of any seizure of the goods subject to retention of title, stating the attaching creditor.
g) As soon as it has suspended payments, the Customer is obliged to send the Supplier a list of the goods subject to retention of title still in existence, including those that have been processed, together with a list of the claims against third-party debtors and copies of the invoices.
h) If the Supplier takes back the delivered goods on the basis of its retention of title, this constitutes withdrawal from the contract only if the Supplier expressly declares this in writing. The Supplier may also obtain satisfaction from the goods subject to retention of title that have been taken back by selling them privately.
i) The Customer holds the goods subject to retention of title in safe custody for the Supplier. It must insure them against fire, theft and water damage. The Customer hereby assigns to the Supplier, up to the amount of the Supplier's claims, its claims for compensation against insurance companies arising from damage of the kind referred to in sentence 2 or from other claims for compensation.
j) Rights arising from the retention of title and all special forms laid down in these terms apply until full release from contingent liabilities that the Supplier has entered into in the interest of the Customer.
k) The Customer undertakes, whenever necessary or on request, to cooperate in providing proof of identity of the goods, among other things by disclosing suitable documents.
l) The Supplier undertakes, at the Customer's request, to release the securities to which it is entitled insofar as the value of its securities exceeds the claims to be secured by more than 20%. The choice of securities to be released lies with the Supplier.
7. Delivery dates and periods
7.1 Delivery dates and periods are approximate only and must be stated in writing. Delivery periods begin on the date of our order confirmation, but not before all details of the order have been fully clarified. The delivery date is the day of dispatch ex works or, where collection by the Customer has been agreed, the day on which notice of readiness for shipment is sent. Compliance with deadlines requires that the Customer fulfils its contractual obligations, in particular its payment obligation, on time and in full. Otherwise, an agreed period is extended by a period corresponding to the delay.
7.2 The Supplier is also entitled to make partial deliveries to a reasonable extent.
7.3 Four weeks after a non-binding delivery date or a non-binding delivery period has been exceeded, the Customer may request the Supplier in writing to deliver within a reasonable period. With this reminder, the Supplier is in default. If this period expires without result, the Customer is entitled to withdraw from the contract by written declaration or to claim damages in accordance with clause 8.
8. Breach of duty by the Supplier
8.1 We are liable in accordance with the statutory provisions for intent and gross negligence.
8.2 In addition, we are liable in principle for simple negligence, including that of our executive employees and our vicarious agents, insofar as a material obligation is breached. Where we are liable for a breach of a material obligation due to simple negligence, this liability is, however, limited in amount to compensation for typical, foreseeable damage.
8.3 Further claims for damages by the Customer against the Supplier due to defective delivery are excluded. In particular, we are liable for loss of profit or other financial losses of the Customer only for typical, foreseeable damage. Our liability for personal injury and in the event that we have assumed a guarantee for the existence of a property or have fraudulently concealed a defect remains unaffected by these limitations. The assumption of a guarantee must be made by us in writing and expressly designated as such, and establishes liability within the scope of the guarantee promise.
8.4 If partial deliveries have already been made, the right of withdrawal and the assertion of claims for damages are limited to the outstanding delivery, unless the partial delivery is of no interest to the Customer as a whole. This clause also applies if performance becomes impossible for the Supplier. If delivery becomes impossible for the Supplier by chance during its default, it is nevertheless liable in accordance with this clause, unless the damage would also have occurred if delivery had been made on time.
8.5 Force majeure, riot, strike, lockout and significant operational disruptions for which we are not at fault extend the dates and periods referred to in clause 7 by the duration of the disruptions to performance caused by these circumstances, insofar as these obstacles demonstrably affect the completion or delivery of the item to be delivered.
8.6. Unless we deviate from instructions issued to us, we are not obliged to check whether orders carried out by us infringe the rights of third parties (in particular copyrights). The Customer shall indemnify us against any claims made against us.
9. Warranty
9.1 The Supplier is liable for all defects that occur within one year, calculated from the time of transfer of risk. The above provision does not apply insofar as the law prescribes longer limitation periods pursuant to Sections 438 (1) No. 2, 479 (1) and Section 634a BGB. An insignificant reduction in value or fitness for use is disregarded.
9.2 We provide a warranty for services rendered by us and for goods procured or delivered by us. Defects in any material provided by the Customer do not oblige us to provide a warranty.
9.3 The Customer must notify the Supplier of obvious defects without undue delay after their discovery, stating all relevant information, by registered letter to the Customer. If the Customer fails to comply with this obligation to give notice, the goods delivered are deemed approved, with the result that all warranty claims lapse.
9.4 Defects in only part of our services do not entitle the Customer to reject the entire service.
9.5 The Supplier's obligation is limited to remedying the defect free of charge or supplying a replacement within a reasonable period. Defective goods may only be returned after prior notification to the Supplier. For goods that have been reworked, a warranty is provided on the basis of the contract for work (and materials) until the warranty period for the work expires.
9.6 If the Supplier refuses both types of subsequent performance, if the type of subsequent performance to which the Customer is entitled has failed at the second attempt, or if further attempts at rectification are unreasonable for the Customer, the Customer may, instead of rectification, demand withdrawal, a reduction of the remuneration or damages.
9.7 The warranty applies only in favour of the first purchaser. The Customer's rights to warranty against the Supplier and the warranty claims themselves are excluded from assignment.
9.8 Warranty claims lapse if the defect that occurs is causally related to the Customer not having reported a defect in accordance with clause 9.3 and not having given an opportunity for rectification without undue delay, or to the work having been handled improperly or overstressed.
9.9 If a defect in our performance is based on materials or services that we have obtained from third parties, we may fulfil our warranty by assigning our claims against the third party to the Customer, provided that we could not have recognised the defect on careful inspection and the Customer obtains, through the assignment, a position comparable to our warranty obligation. Our warranty obligation ends only upon final enforcement of the Customer's warranty claims against the third party.
10. Moulds, templates, tools
10.1 Irrespective of whether the Customer is invoiced for the costs of producing moulds, templates, tools or similar items, these remain our sole property.
10.2 We claim the exclusive right of manufacture for profiles produced to our designs. Imitation or production by third parties always requires our approval.
11. Overall liability
11.1 Any liability for damages beyond that provided for in clauses 8 and 9 is excluded, irrespective of the legal nature of the claim asserted. In all cases, mandatory liability under the German Product Liability Act (Produkthaftungsgesetz) and other mandatory claims arising from product liability remain unaffected.
11.2 Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff, representatives and vicarious agents.
12. Place of performance, place of jurisdiction, applicable law
12.1 The place of performance for delivery and payment is our registered office in Solingen.
12.2 The exclusive place of jurisdiction for all disputes concerning and arising from the contract, including proceedings relating to bills of exchange and cheques, is Solingen. However, the Supplier is also entitled to sue the Customer at any other place of jurisdiction applicable to the Customer.
12.3 In the case of international transactions, the entire contractual relationship is governed by the law of the Federal Republic of Germany, unless another legal system mandatorily applies. The application of the Uniform Law on the Formation of Contracts for the International Sale of Goods and the Uniform Law on the International Sale of Goods is excluded.
12.4 Should one or more of the above terms be invalid, the remaining terms remain unaffected. In such a case, the Supplier and the Customer are obliged to replace an invalid term with a valid one that comes closest to the economic purpose of the invalid term.
