General terms and conditions
Conditions of sale and delivery of Wolf Kunststoff-Gleitlager GmbH
1. General
Our sales conditions apply only to companies i. S. of § 310 Abs. 1 BGB and in the case of permanent business relationships also for future business, for which no express reference is made to them, provided that they have been received by the customer in an order previously confirmed by us. If individual provisions are or become ineffective, see the remaining provisions are not affected by this.
2. Offer
Our offer is subject to change; contractual binding only arises with the receipt of our written order confirmation. Our offer does not represent an assurance of the goods offered for a specific purpose. To determine whether the goods offered must be suitable for a specific purpose, the customer carries out trials, unless we have expressly confirmed their suitability in writing. The offer is valid for 4 weeks.
3. Order
An order is only considered accepted if we have confirmed it in writing. Verbal and telephone agreements are not valid unless we have confirmed them in writing. Only the information in our written order confirmation is decisive for the scope of our delivery obligations. Subsequent requests for changes by the customer are only binding for us with our written confirmation; we reserve the right to charge a surcharge.
4. Prices
Our prices are net prices and are valid ex works excluding freight, customs, additional import duties and packaging, plus VAT.If the contract is increased or reduced, duties or charges affecting the movement of goods (e.g. customs duties, freight, taxes) are what we are entitled to corresponding price adjustments if these changed costs were not foreseeable at the time the contract was concluded. The same applies to the unpredictability of wage increases and the changes in prices of upstream suppliers that come into force after the contract is concluded. For new orders (= follow-up orders) we are not bound to previous prices.
5. Delivery times
Delivery times are given in weekdays. The delivery period is met if the readiness for dispatch has been communicated by the end of the delivery or if the delivery item has left the factory. Delivery periods begin after receipt of all documents required for the execution of the order, the down payment and the timely provision of materials, insofar as these have been agreed. The delivery period is extended for measures in the context of industrial disputes, in particular strikes and lockouts, as well as for the occurrence of unforeseen obstacles that are beyond our control, e.g. B. operational disruptions, delays in the delivery of essential materials, insofar as such obstacles can be shown to have a significant influence on the delivery of the delivery item. The delivery period is extended according to the duration of such measures and obstacles. If the resulting delays exceed the period of six weeks, both parties are entitled to withdraw from the contract with regard to the scope of services concerned. There are no other claims. If the customer sets us a reasonable deadline with a threat of refusal after we are in default, he is entitled to withdraw from the contract after this grace period has expired without result. The customer is only entitled to compensation claims for non-performance in the amount of the foreseeable damage if the delay is based on intent or gross negligence. In the event of simple negligence, liability for damages is limited to a maximum of 5% of that part of the delivery that was not carried out in accordance with the contract. Our obligation to deliver is suspended as long as the buyer is in arrears with a liability.
6. Acceptance obligation
The buyer must call up goods that are reported ready for dispatch immediately. Otherwise, we are entitled to store them at the buyer’s expense and risk at our own discretion. In the case of call orders without agreement on the term, production lot sizes and acceptance dates, we can request a binding determination of this at the latest three months after confirmation of the order. If the customer does not comply with this request within three weeks, or if the customer does not accept the ordered goods despite setting a deadline, we are entitled to set a two-week grace period and to withdraw from the contract after the expiry or to refuse the delivery and to claim compensation for non-performance .
7. Deviations and weights
The scope of delivery is determined exclusively by our written order confirmation. The unit of measure determined by us is decisive for billing and payment. Deviations in the quantity of goods ordered are also permitted up to + 5% and for custom-made products up to + 10%. Customary deviations of the goods in quality, dimensional accuracy and color are reserved.
8. Shipping
The dispatch takes place without exception according to Incoterms 2010 as EXW. Unless otherwise agreed, we choose packaging, shipping method and shipping route as best we can. In the event of delays in dispatch for which the customer is responsible, the risk passes as soon as the readiness for dispatch is communicated. At the customer’s written request, the goods will be insured against storage, breakage and fire damage at his own expense.
9. Assurance and liability for defects
Decisive for the quality and execution of the products are the failure samples, which we can present to the customer for inspection upon request. The assurance of certain properties of the delivery item and for the performance of molds and tools requires the written form in the order confirmation. The reference to technical standards serves to describe the performance. We are not liable for any non-suitability of the goods for the purpose determined by the buyer. Even if we have advised the customer, we are only liable for the functionality and suitability of the delivery item with an express written assurance. To determine whether the goods are suitable for a specific purpose, the customer must carry out trials, unless we have expressly confirmed their suitability in writing. We will not compensate for any damage caused by further processing of the goods. The customer loses all warranty claims if he does not meet his inspection and complaint obligations. Noticeable defects must be reported within six days of receipt of the goods. Hidden defects must be reported at the latest eight days after discovery. In both cases, unless otherwise agreed, all claims for defects expire twelve months after the transfer of risk. Insofar as the law prescribes longer deadlines, these apply. The guarantee is excluded in the event of unsuitable, improper use and storage, incorrect assembly, improper commissioning of the delivery item by customers or third parties, natural wear and tear, excessive use, unsuitable equipment or other damage-causing influences that are not attributable to our fault. Wear and tear due to contractual use do not result in any warranty claims. If there is a defect in the purchased item for which we are responsible, the customer must set us a deadline for subsequent performance in order to assert his rights. We are entitled to choose to remedy the defect or to deliver a replacement. If we are not ready for the supplementary performance or are in a position to do so, in particular this is delayed beyond the set period for reasons for which we are responsible, or if rectification fails despite repeated attempts, the customer is entitled to the right to withdraw or a reduction. Further claims, in particular claims for reimbursement of expenses or claims for damages due to defects or consequential damages, only exist within the framework of the provisions of section 10. Replaced parts are to be returned to us free of charge on request.
10. General limitations of liability
In all cases in which, contrary to the above provisions, we are obliged to compensate for damage or expenses due to contractual or legal claims, we shall only be liable insofar as we, our executives, or vicarious agents act with intent, gross negligence or an injury to life, limb or Health is a burden. Any liability going beyond this is excluded regardless of the legal nature of the asserted claim. This does not include claims under the Product Liability Act, cases of impossibility as well as damage to life, limb and health. In all cases, however, the obligation to pay is limited to the foreseeable damage. The claim for defects becomes statute-barred at the latest one month after we have rejected the complaint in writing.
11. Terms of payment
Our prices are purely net cash and are payable: within 10 days after the invoice date less 2% discount or within 30 days net. A cash discount is subject to the settlement of all previously undisputed invoices. No discount is granted for any payments with bills of exchange. The withholding of payments due to any counterclaims of the customer, which we do not recognize, is not permitted, nor is the offsetting against such. Checks are only considered as payment after they have been cashed. In the event of late payment, default interest of 8% above the respective base rate will be charged from the due date. Failure to comply with payment terms or circumstances that give rise to serious doubts as to the creditworthiness of the customer will result in all claims from us being due immediately. In addition, we are entitled to demand advance payments for outstanding deliveries and to withdraw from the contract after a reasonable grace period or to demand compensation for non-performance, to prohibit the customer from reselling the goods and to return goods that have not yet been paid for at the customer’s expense. We have the right to offset claims that we have against the customer even if our claims are not yet due.
12. Retention of title
Deliveries remain our property until all claims against the customer have been met, even if the purchase price for specially designated claims has been paid; in the case of an ongoing invoice, the reserved ownership of the deliveries (goods subject to retention of title) shall serve as security for our claim from the balance invoice. If we establish a bill of exchange liability in connection with the payment of the purchase price, the retention of title does not expire before the bill is redeemed by the customer as the recipient. Processing or processing by the customer takes place to the exclusion of the acquisition of ownership in accordance with § 950 BGB; We become co-owners of the resulting item, which serves as reserved goods to secure our claims, in accordance with the ratio of the net invoice value of your goods to the net invoice value of the processed or processed goods. The customer is not entitled to dispose of the goods subject to retention of title, in particular pledges and security transfers. In the event of resale, the customer hereby assigns to us all claims and claims against his customers, including all ancillary rights, arising from the resale until all claims have been fulfilled. At our request, the customer is obliged to provide us with all information and to provide documents that are necessary to assert our rights against the customer’s customers. If the value of our existing securities exceeds their total claims by more than 10%, we are obliged to release securities of our choice at the customer’s request. We are to be notified immediately of any seizure or confiscation of the reserved goods by a third party. Intervention costs arising from this are always borne by the customer unless they are borne by third parties.
13. Provision of materials
If materials are supplied by the customer, they are to be delivered in good time and in perfect condition at his expense and risk with an appropriate quantity surcharge of at least 5%. If these requirements are not met, the delivery time will be extended accordingly and the customer will bear all additional costs incurred for the production interruptions.
14. Construction tools
Models, pressing tools, fixtures and other equipment are charged separately. Pro rata tool costs are due immediately upon invoicing without deduction. They also include the one-time sampling costs, but not the costs for the testing and processing devices. Operating resources remain our property, even if a share of the costs has been calculated. If orders are no longer placed within 3 years after the last use of a tool, we are authorized to destroy the relevant equipment or to charge 2% of the net invoice value per annum for maintenance and storage costs.
15. Place of performance and jurisdiction
Unless otherwise stated in our order confirmation, the place of performance is Kerpen-Türnich. The place of jurisdiction is Kerpen.
16. Applicable law
For all legal relationships with the customer, excluding German international law, only German law applies, even if the customer is based abroad.
17. Property rights
If we have to deliver according to drawings, models, samples or using parts provided by the customer, the customer is responsible for ensuring that third party property rights are not violated. The customer must indemnify us against third party claims and compensate for the damage incurred. If we are prohibited from producing or delivering by a third party based on a property right belonging to him, we are entitled to stop the work without checking the legal situation. Drawings and samples provided to us that have not led to the order will be returned on request; otherwise we are entitled to destroy them three months after submitting the offer. We are entitled to copyrights and, if applicable, industrial property rights to models, shapes and devices, designs and drawings designed by us or by third parties on our behalf.
