A. General provisions
I. Conclusion of contract
1. Provision is made exclusively on the basis of our terms and conditions. These also apply to all future business relationships, even if not expressly agreed for a second time. These conditions are considered to have been accepted at the latest on receipt of our goods or services.
2. Deviations from our conditions of sale – in particular, special conditions made by the customer – only apply if expressly confirmed by us in writing.
3. Drawings, offers and other documents issued to the customer may not be used by them for the purposes of product replication, nor made accessible to third parties. They are only intended for the present contract and the operation of the supplied tools and machinery.
We reserve copyright over the documents. We reserve the right to make alterations to the design in deviation from the drawings.
4. If deliverables are provided on the basis of drawings or other information provided by the customer which infringe the property rights of third parties, the customer exempts us from any liability in this regard.
1. The prices in offers are understood as net (not including VAT) ex works at Solingen, excluding packaging, transport costs and transport insurance.
2. Prices will be given in EURO.
III. Payment conditions
1. Net payment for our deliverables is to be made by bank transfer within 30 days of the billing date without deduction or retention. Other payment conditions may be possible if full settlement of the account takes place within a shorter time. Discounts will only be allowed if all other outstanding invoices have been paid. If the payment is not made within 30 days of the billing date, the standard market rate of interest is to be applied.
IV. Retention of title
1. 1. Until payment, our deliverables remain, for whatever legal reason, wholly our property, even if the purchase price for specially designated receivables has been paid. Where current accounts are kept, the retention of title is considered a security for our outstanding balance. Processing and handling take place on our behalf, without placing us under any obligation, and to the exclusion of the acquisition of ownership as per § 950 BGB (German Civil Code). The processed goods serve as our security in the amount of the invoice value of the goods subject to retention of title.
2. 2. If processing is carried out by the purchaser/customer using other goods not belonging to us, we gain co-ownership of the new item to the proportion of the value of the goods subject to retention of title to the other processed goods at the point of processing. Otherwise, the same provisions apply to the product of the processing as to the goods subject to retention of title. It is to be considered subject to retention of title as per these conditions.
3. 3. Our customers’ claims resulting from further sale of the goods subject to retention of title will already be transferred to us at the present moment in order to guarantee our entire claim resulting from the business relationship, whether or not the goods are sold on after further processing and regardless whether sold to one or several recipients. The claim assigned only applies at the value of the goods subject to retention of title.
4. The purchaser is only entitled and authorised to sell on the goods on the basis of a sale, work, labour and materials or similar contract on the proviso that the claims resulting from further sale on the basis of such contracts are transferred to us as per para. 3; the goods may thus not be pledged or given as security to third parties.
5. The purchaser can demand the transfer of ownership if the value of our claims resulting from retention of title is over-collateralised by more than 20%.
6. The purchaser must inform us without delay of the seizure of the goods or any other adverse influence from third parties.
7. If demonstration machinery and objects are provided, the customer takes on the responsibility for looking after them. The same applies to tools and machines or replacement parts that have not yet been transferred to the purchaser’s ownership.
V. Place of performance and jurisdiction
1. The place of performance for all customer/purchaser obligations is Solingen.
2. The place of jurisdiction for all disputes resulting from this contract between registered traders is the Solingen district court or regional court in Düsseldorf.
B. Execution of delivery
I. Delivery periods and deadlines
1. The delivery period begins on the day of final contract confirmation but not before the complete elucidation of all technical and commercial details.
2. The delivery periods and deadlines we give are only to be considered as estimations; exceeding them does not signify a delay and excludes the possibility of claims for damages and withdrawal from the contract.
3. Delivery obligations and deadlines are suspended for as long as the purchaser is late with a binding obligation. If there is doubt as to the solvency of the purchaser, we retain the right to make further performance dependent on the provision of securities. We retain the right to subsequent rejection of a contract we have already issued and confirmed if securities cannot be provided or are not available in the sufficient amount, or if any other reason for rejection that we consider valid is present.
Impositions by higher authorities and any other cases of force majeure exempt us, for the duration of the disruption and to the extent of its effects, from delivery obligations. They also entitle us to withdraw, in whole or in part, from the contract.
4. Unless otherwise agreed, the purchaser has no right to claim for damages on the basis of non-fulfilment, rejection of a contract or delayed fulfilment.
II. Shipment and transfer of risk
1. On handover to the freight forwarder or carrier, and at the latest on leaving the works or warehouse, risk is transferred to the purchaser. This also applies to partial shipments, to render which we are entitled at all times.
2. Packaging and shipping costs, including all supplementary charges, shall be borne by the purchaser.
3. Free delivery only takes place in exceptional cases with prior agreement. Even in this situation, the transfer of risk to the purchaser takes place on departure from the works or warehouse. The placer of the order is responsible for and bears the costs of unloading the goods.
4. Goods ready for shipment must be retrieved immediately. Otherwise, we are entitled to place them in storage at the cost and risk of the purchaser (calculated at our own discretion) and bill them as delivered ex works.
5. Packaging materials cannot be returned. Acceptance without complaint by the carrier certifies undamaged packaging.
1. The goods are to be inspected as soon as they arrive at their destination. They are considered accepted if no contractually based complaint has been made by at most 7 days after receipt.
2. If not otherwise agreed, the relevant DIN regulations apply with regard to questions of contractual conformity.
IV. Complaints and objections
1. Complaints because of incomplete or incorrect deliveries or the failure to meet warranted characteristics, or objections because of detectable defects, are to be communicated without delay and by at least 7 days after receipt.
2. Other defects are to be notified of in writing as soon as possible after they are discovered, with immediate cessation of any processing.
3. If complaints or objections are not communicated in time, the delivery is considered accepted. If complaints are communicated in time, we are only obliged to issue a replacement delivery or fulfil a warranty as per Section VI.
4. Claims for defects expire at the latest 1 month after written rejection by us.
1. Returns require our prior approval and must be made DDP.
2. Postal or shipment charges will be billed to the purchaser.
1. We guarantee warranted characteristics and the freedom from defects of the supplied products. For third-party products, our warranty only extends to the acceptance of such claims as we can exert in our part against the supplier of such products.
2. The warranty period is 12 months. It begins from the shipment of the goods ex works.
3. The warranty covers, at our discretion, either repair or replacement of defective parts, which are to be sent to us DDP.
Only the parts exhibiting defects will be replaced. Replaced parts become our property again. We must be assured, at reasonable discretion, the required time and opportunity to eliminate defects. If we are not provided this, we are released from our obligation to eliminate defects.
4. No claim for return or reduction can be made unless we are unable to rectify the defect.
5. The warranty expires if the supplied item has been altered by a third party or by incorporating extraneous components, or if installation and operational instructions have not been followed.
6. Natural wear and damage from unsuitable and improper use are excluded from the warranty. Neither is any warranty assumed for damages to be attributed to incorrect assembly or commissioning by the purchaser or third parties, improper or negligent handling, unsuitable operating materials and chemical, electrochemical or electrical influences, unless the fault can be placed on the supplier. In particular, we accept no liability for the condition or operation of our products after improper assembly, storage or other negative influences. The warranty does not cover defects caused by unsuitable constructions or the choice of unsuitable materials, if the customer has required these materials or constructions to be used despite being forewarned by us.
7. Warranty claims shall only be considered if raised promptly in writing. Maintenance or replacement do not extend the warranty period.
8. We deny responsibility for any difficulties resulting from the provisions of commercial legislation and affecting an onward sale, the use of our products or the goods we sell abroad.
If not otherwise agreed in these conditions, all claims for compensation by the customer to the extent permitted in law, in particular those based on positive violation of contract and culpa in contrahendo, are excluded.
BUTZBACH MARKING GmbH