General Terms of Business
I. Terms of Contract
1. Our offers are always subject to being sold. Offers accepted by clients or contractual agreements, even if they are made by our travelers or traveling salesmen, will only be binding for us after our written confirmation. This does not apply for contractual agreements with a value of less than EUR 260,00. The content of our confirmation of order is binding if the buyer does not contradict within a weeks deadline after the date of our confirmation of order.
2. Differing agreements or supplementations from our confirmation of order only become legally binding if they were confirmed by us in writing.
3. Furthermore a contract is only reached if our following conditions gain unrestricted acceptance. Therefore general terms of business of the buyer which differ from these terms of business are even then not binding for us if the buyer takes them as a basis to his order and we should in an isolated case not explicitly have contradicted to them.
4. Besides in case of a contract being reached after figure 1 till 3 the contract and these terms of business remain even then binding if single components of the terms of business should be or get inoperative.
5. The minimum value of order amount to EUR 80,00 . Orders of a value of less than EUR 80,00 will be imposed with an additional handling charge of EUR 30,00 .
1. The prices are to be understood ex works if nothing else is agreed upon in writing.
2. Freight-free set prices are only valid under the condition of open unhindered traffic on the ways of transport that are taken into consideration. If we have agreed upon prepaid position the freight will be compensated as intended in the contract. Fault freights as well as additional expenses for express goods are payable by buyer.
3. Necessary packaging will be charged at cost price.
4. The agreed upon prices will remain binding as far as the ordered products or work are to be provided by us within 4 months after conclusion of agreement. After that the price will rise according to the difference between our important cost factors at the time of the conclusion of agreement and at the time of delivery ex works unless we should not deliver or word within the agreed time limit. The a.m. difference has to be proved by us.
III. Shipment, Transition of Danger, Duty of Acceptance
1. With handling over to the haulage company or carrier, at the latest after leaving from the plant our warehouse, any danger and risk of transport – in fact also with fob- or cif-deals – pass over to the buyer.
2. In case of damage or loss of the products we are only responsible if in consideration of the route or way of transport the products should not have been packed properly by us and this fault has been demonstrably causal for the damage.
3. If at the agreed deadline products announced ready for shipment should not be called for the danger passes over to the buyer. We are authorized to declare the price due and charge storage fees from readiness of shipment on. Storage and interest at 5% above base rate will be charged on any orders if delivery is not accepted or collected by specified delivery date. Storage costs amount to EUR 3,50 per cubic metre/month of the products to be delivered.
IV. Delivery Deadline
1. The binding delivery date will be listed in the confirmation of order. However, the time for delivery only begins after a complete getting straight of all realizing details. It starts again if the buyer causes an alteration of the order, in fact then according to the confirmation of the alteration.
2. The delivery deadline will be met with the indication of the readiness for shipment.
3. If the delivery deadline can not be met for reasons that we are not responsible for (e.g. delay of supply from third party, raw and accessory material or lack of energy, strike or lockout, natural phenomenon or more of the same) it will be prolonged for the time of the duration of the interference.
4. The delivery deadlines are interrupted for as long as the buyer has not payed us due demands from other deals.
5. If we do not meet the delivery deadline for reasons that we are responsible for the buyer has the right to withdraw from the contract 2 weeks after the expiration of an acceptable extension to be granted by the buyer. This does not apply if we dispatch in time adequate parts of contractual quantity. In case of delay the buyer only has the right to rescind unless intent or gross negligence are there; claims for damages are in this case limited to half of the delivery value.
6. The buyer is not allowed to reject deliveries and part deliveries before the expiry of the delivery deadline.
V. Terms of Payment
1. Our invoices are payable within 30 days after date of invoice without discount. At arrival of the payment within one week after date of invoice we grant 2 % cash discount.
2. We are authorized, despite other determinations of the buyer, to credit payments at first to his older debts; we will inform the buyer about such way of settlement. If costs and interests have already arisen we are authorized to credit the payment at first to the costs, then to the interests and at last to the main work.
3. The settlement by any counterclaim or the use of a right of retention towards our demand are excluded, no matter out of which legal argument, unless the counter demand or the legal argument of the right of retention is not denied by us or either of these has been confirmed by a final court decision.
4. If our demand is not settled within 30 days after date of invoice we are authorized to charge interests without warning or notification of 5% beyond the base rate as set by the Federal Government of Germany (plus Vat) from due date on.
5. Cheques or bills of exchange given for settlement of our demand do not fulfil our demand until they are fully honoured. The buyer carries all costs including expenses so far caused. Any handing in of a bill of exchange which has not been agreed upon before causes a payment of interest-liability according to figure 4.
6. If we get to know circumstances that in our opinion can influence the creditworthiness of the buyer assumed by us in any kind of way we have the right to withdraw from the contract or to demand cash in advance.
7. In case of export delivery to countries in which the reservation of property provided in these terms of business according to the national right of the importing state completely or partially is not recognized we are authorized to demand cash in advance or payment by letter of credit or an otherwise sufficient security.
8. The assignment of our buyer’s demands against us is excluded.
VI. Reservation of Property
1. We reserve the property to all our products until the buyer has payed all demands out of the business contacts, specially from a possible current account balance, in case of payment by cheque or bill of exchange until cashing.
2. The case of third party’s access, specially bailiff, on the reservation products the buyer has to point to our property and immediately inform us in the suitable way so that we can gain acceptance of our property rights. As far as the third party is not able to reimburse us the judicial and out-of-court arising costs the buyer is liable for this.
3. If our products get connected or mixed with other things or made into other things a joint property will develop for us regardless of the proportion of value or which thing will be regarded as the main thing with such share as is equivalent to the value of the products delivered by us.
4. In case our buyer falls into arrears with a due financial liability we have the right to assert our reservation of property. We are authorized to take and utilize the things that are subject to the reservation of our property in the way or self-help (§ 859 BGB) . As far as things are concerned that are only in our joint property the things will be utilized in the name and bill of the buyer. The utilization has to occur as best as possible. While doing so we are not bound to the market value or the products.
5. The buyer is authorized to have the products at his disposal within the scope of a proper management, specially to use or sell them. He assigns to us all his demands against his own customers in the case of reselling up to the amount of all his liabilities towards us, in fact at least up to the amount of the value of invoice of the products which are concerned by our reservation of property.
6. In case of being in arrears according to figure IV clause 1 we are authorized to disclose the assignment and cash the demand.
7. The buyer is obliged to reveal us all outstanding demands of clients immediately as far as they are concerned by the extended reservation of property and to place copies of the customer’s invoices at our disposal.
VII. Warranty and Liability
1. The manufacture of our foam-products corresponds to the DIN-standard 7715 P 3.
2. If the delivery is made according to a patterned offer the pattern is important for the quality in view to the material, construction and design. However, a claim of warranty is not justified because of minor, the quality of the products not substantially reducing divergences from the serial production standards. We don’t warrant the products suitability for a certain intended purpose. Faults that are caused by any kind of information or documents from the buyer or by a particular way of production dictated by him or by a choice of material determined by him exclude any kind of warranty.
3. Besides, for our deliveries and works we take over the guarantee according to the following regulations: We compensate for not insignificant faults by our choice in the way of finishing touches or indemnification delivery. A claim of nullification or reduction is only given if according to our decision finishing touches or indemnification delivery can’t be made. In case of failure of the finishing touches or indemnification delivery as well as missing of assured qualities the buyer can demand reduction of the price or cancellation of the contract. In case of missing of assured qualities any claim for damages is limited up to the amount of the delivery value, provided the reduction or cancellation is objectively without interest for the buyer.
4. Claims of warranty are excluded if faults were not announced to us within a weeks deadline after arrival of the products, in case of hidden faults not until a weeks deadline after discovery and if the buyer on our request has not failed to send the complained about products freight prepaid back to us. The costs of the cheapest return will be reimbursed if the notice of defects turns out to be justified.
5. Claims for damages no matter of which kind and legal argument are excluded as far as nothing else has been determined in these conditions. This does not apply in case that a damage because of a grossly negligent or willful breach of contract from our authorities or assistent of fulfillment should emerge for the buyer. In such a case a claim for damages exists at most to the amount of the delivery value.
VIII. Commercial Rights of Protection
1. The buyer will respect our commercial rights of protection on our products, will not produce or let produce reproductions of our products and won’t use the products to manufacture patterns.
2. For every case of offence against the liabilities according to figure 1 the buyer will pay us a contractual penalty to the amount of the 50-fold of the prevailing value of invoice of the delivery of goods, at least though EUR 5.500,00. The assumption of a connection of continuation is excluded.
3. The buyer will also inform us immediately if he should learn of reproductions or the manufacture of patterns by third party concerning the products delivered from us.
IX. Designs and Tools
1. The property of sketches, designs, clean drawings, originals, films, tools for printing, punching and stamping and so on remain with the seller even if those have bee payed completely or partially by the buyer.
2. The safekeeping deadlines for the sketches, designs and so on mentioned under figure 1 will be determined bindingly in the confirmation of order or in a written way by the seller.
X. Venue and Applicable Right
1. Place of performance is Rinteln, venue is Rinteln if the buyer is a full-businessman. We reserve the right to sue the buyer at his general venue.
2. For the contractual relationship solely German law is valid even if the buyer’s residence or the place of delivery is abroad.