1. Offers

Unless expressly indicated as firm, our offers and quotations are without engagement. The Supplier reserves title and copyright to cost quotations, drawings and other documents.

2. Scope of delivery

Authoritative for the scope of delivery is the Supplier’s written order confirmation or, in the case of an offer of the Supplier which is firm for a limited term only and is accepted within that time, the offer itself if no timely order confirmation is issued. Any subsidiary agreements or amendments shall only be effective if confirmed in writing by the Supplier.

3. Price and payment

In the absence of any agreement to the contrary, the prices are quoted ex works, loading included, but exclusive of packing. Prices are subject to the addition of value added tax at the statutory rate ruling at the time. In the absence of any agreement to the contrary, payment is due within 30 days without any deduction. The withholding of payments or the making of offsets on account of any counterclaims of the Customer which are disputed by the Supplier is not permitted.

4. Delivery times

All delivery times are without engagement. Events of a force majeure nature and disruptions to our business or to the business of our suppliers, transport difficulties and indeed all and any circumstances which, through no fault of our own, prevent us from delivering in a timely and proper manner shall entitled us to repudiate the contract.

5. Passing of risk and receipt of the goods

Part-deliveries are permitted. In the absence of any agreement to the contrary, the risk shall pass to the Customer on dispatch of the items of delivery; this shall apply also and even also when part-deliveries are made or where the Supplier has agreed to provide additional performance, e.g. installation. The Supplier will, on the Customer’s request and at the Customer’s expense, insure the shipment for any insurable risks as may be specified by the Customer. Should dispatch be delayed due to circumstances for which the Customer is responsible, the risk shall pass to the Customer with effect as from the day of readiness for dispatch; the Supplier shall, however, have a duty to take out any insurance, at the Customer’s expense, as may be requested by the Customer.

6. Reservation of title

All delivered items shall remain the property of the Supplier until payment in full. If items of delivery are processed with goods not belonging to the Supplier, the Supplier shall have co-title to the new item so produced in the same proportion as that between the value of the delivered items and the other goods at the time of processing. The new item shall be deemed “reserved goods”, i.e. subject to the Supplier’s reservation of title, within the meaning of this provision. The Customer may not pledge items which are subject to the Supplier’s reservation of title nor may he transfer them by way of security. The Customer must inform the Supplier without delay of any attachment of the reserved goods or any other infringement of the Supplier’s rights. The Customer is entitled to resell the goods in the ordinary course of business. The reserved goods may also only be resold subject to reservation of title. The entitlement to resell shall cease in the event of cessation of payments or any recognisable financial difficulties on the part of the Customer. The right of the Customer to possession of the reserved goods shall cease as soon as he defaults on any payments. The Supplier shall have a duty, if so requested by us, to provide us with information on the whereabouts of the goods supplied subject to our reservation of title and on the claims arising from resale.

7. Notice of defects

The Customer must notify us of any defects in writing within 14 days from arrival of the goods at the place of destination. Defects which even on the most careful inspection cannot be discovered within the aforesaid period must be notified immediately after discovery of them, whereby any processing or operation of them must be discontinued immediately, or in all cases not later than six months after receipt of the goods. All such items shall, at the Supplier’s own discretion, be either repaired or replaced free of charge. No warranty is given for defects which are due to inappropriate or improper use, faulty installation or commissioning by the Customer or third parties, natural wear and tear, faulty or negligent treatment or unsuitable operating materials and resources and such like, except where any of the foregoing is due to the fault of the Supplier. All other claims of the Customer, especially to compensation for damage not sustained by the item of delivery itself, are barred.

8. Legal venue

In the case of any disputes arising from or in connection with this contractual relationship and where the Customer is a registered trader, a legal entity under public law or a separate asset fund under public law, action must be brought at the court having jurisdiction for the Supplier’s main place of business or the branch of the Supplier which effected delivery. The Supplier is also entitled to bring legal action against the Customer at the Customer’s main place of business.