General business terms

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General business terms

1. Scope
1.1 The general business terms of the seller shall apply for all quotes and contracts for the delivery of goods. General business conditions of the buyer and other conditions that deviate therefrom shall be binding only if expressly approved by the seller in writing.

2. Prices, Price Changes
2.1 Unless otherwise expressly agreed, our prices shall always be understood as net ex works excluding value-added tax applicable on the date of delivery, as well as customs fees and other charges. Customers in the European Union must include their turnover tax ID number upon conclusion of a contract. Turnover tax shall not be charged to customers outside the European Union. On the date this price list takes effect, the prices from all previous price lists shall become invalid.

3. Delivery Dates, Delivery Times
3.1 The delivery time shall commence no earlier than the date on which the order confirmation is sent and shall be valid ex works of the seller. The delivery dates shall be deemed to have been met when the goods are reported as ready for shipping on the agreed date. The seller shall be entitled, in consultation with the buyer, to make partial deliveries. The seller shall be relieved of the obligation of delivery as long as the buyer is in arrears with an essential duty, payment, or other obligations arising from the contractual relationship. The seller shall be entitled to extend the delivery time by such period of delay or to withdraw in part or in whole from the obligation of delivery. In the case of a delay in delivery for which the buyer is responsible, the seller shall be entitled to have the goods placed in storage at the risk and expense of the buyer. The buyer shall pay the costs of storage, insurance, etc. incurred due to a delayed acceptance. Buyer shall pay without special notification a minimum of 1% of the invoice amount per month of the delay, not to exceed a maximum of 5%. Unless otherwise agreed, goods shall be shipped at the risk and expense of the buyer.

4. Payment, Payment Periods
4.1 The purchase price shall be payable upon delivery and receipt of invoice. Unless otherwise agreed, all payments shall be made for the net amounts in Euro, without consideration of possible currency fluctuations and without discount, free payment point of the seller. Payment periods shall be agreed separately in writing in the quotes, order confirmations, and invoices. If payment is not made within the specified period, the seller shall be entitled to charge interest on arrears in an amount as defined in § 288 BGB (German Civil Code). The buyer shall not be entitled to withhold or delay payment due to counterclaims that have not been expressly acknowledged by the seller or
established as legally binding or for any other reason. In the case of payment by check or bill of exchange, the buyer shall pay even without express agreement the discount, collection, and other bank charges. Payments shall be deemed to have been made on the date received by the seller or the seller’s bank.   

5. Returns
5.1 The seller shall accept returned goods only in justified cases. The acceptance shall require written approval of the seller; otherwise no credit shall be issued for the returned goods. Custom products or products that are not in the standard product range of the seller shall be excluded from returns. The buyer shall bear the risks and expense of the transport of returned goods.

6. Complaints, Right of Recourse
6.1 The buyer shall inspect the delivery of goods immediately after receipt and in particular for intact condition, completeness, identity, quantity, and quality. Complaints must be reported in writing to the seller within 10 days from receipt of the goods. If the buyer fails to report within the specified period, the goods shall be deemed to have been accepted without complaint, and the delivery shall be deemed to have been completed according to the terms of the contract. Damage that is outwardly detectable upon receipt of the goods should be reported immediately to the freight carrier or forwarding agent. If a justified defect is reported within the specified period, the seller shall be allowed to remedy the defect initially through new delivery. If the new delivery also fails, the buyer shall be entitled to demand a reduced price or to withdraw from the contract. Further claims of the buyer shall be excluded. Claims due to defects in the goods shall expire after 12 months. The seller shall acknowledge defects only if they are reported in writing to the seller immediately after they have been identified. The buyer shall hold the defective goods available for the seller. The liability of the seller shall be limited to intent and gross negligence. In other respects, the liability for loss of property shall be limited to foreseeable damage.

7. Retention of Title
7.1 All delivered goods shall remain the property of the seller until full payment of all claims arising from the business relationship. The buyer shall not be allowed to pledge or assign the goods as security beforehand. The buyer shall pay the cost of any necessary audits. If the goods delivered by the seller are resold or transferred to a third party for any other reason under the terms of the agreement prior to full payment of the purchase price, the buyer shall hereby transfer to the seller in advance all claims, including ancillary rights, against buyer’s customers in connection with the resale of the goods under retention. In case the goods are processed, connected, or combined in a manner allowed under the terms of the agreement, the assignment shall be made in the amount of the invoice for that portion of the seller’s goods that were used. On request of the seller the buyer shall, if in arrears, disclose the assignment to its debtor and furnish the seller all information and documentation necessary for enforcement of the claim. The seller shall acknowledge defects only if they are reported in writing to the seller immediately after they have been identified. The buyer shall hold the defective goods available for the seller. The liability of the seller shall be limited to intent and gross negligence. In other respects, the liability for loss of property shall be limited to foreseeable damage. Unless otherwise stipulated by the seller, the buyer shall be entitled and obligated to collect the equivalent value for the resold goods that will become the property of the seller directly, and to retain it for the seller separate from the other means of payment.
In case of doubt, the retention of title shall remain in effect until the buyer demonstrates in each individual case that the goods under retention of title by the seller have been paid in full. If goods under retention of title by the seller are taken over by third parties, such as through assignment, or if third parties assert claims against claims that have been assigned to the seller, the seller shall be notified immediately and the third parties shall be advised of the retention of title or of the assignment.

8. Place of Fulfillment, Applicable Law, Other Provisions
8.1 All quotes and contracts shall be subject to Incoterms as amended. The place of fulfillment for the delivery of goods shall be the factory of the seller; for payments, 78532 Tuttlingen. German law shall be authoritative. Jurisdiction shall be the Amtsgericht (local court) of Tuttlingen or the Landgericht (district court) of Rottweil. The seller shall reserve the right to bring action against the buyer at buyer’s company seat, in accordance with the applicable law at that location.

Data Processing, Previous General Business Terms

The seller shall be entitled to store and process data in connection with business transactions in a manner compliant with German legal regulations.

Previous general business terms shall be hereby superseded.

Date: Tuttlingen May 2004