Conditions générales

1. Validité

Les conditions générales suivantes s'appliquent à toutes les offres et à tous les contrats, y compris toute relation commerciale future avec le client. Nous n'acceptons aucune condition divergente de la part du client.

2. Offre et conclusion du contrat

Nos offres sont sans obligation et susceptibles d'être modifiées. Le contrat entre en vigueur à partir de la réception de notre confirmation de commande écrite et conformément à son contenu. Les dimensions, poids, illustrations, croquis ou autres données et informations indiquées ne nous engagent que s'ils ont fait l'objet d'un accord écrit.

3. Prix

Les prix indiqués dans notre confirmation de commande sont définitifs. Les prix s'entendent livraison départ usine ou salle de vente, selon notre choix. Nos prix reposent sur les facteurs de coûts en vigueur au moment de la conclusion du contrat. If there is a substantial change in these cost factors, such as raw and auxiliary materials, wages, freight, energy costs, arising in the period until the agreed delivery, we are entitled to adjust the price according to the effect on the final price by the percentage increase of the respective cost factor. En cas d'ajustement, le client est en droit de nous demander une déclaration par écrit sur laquelle figure le type et l’ampleur de cette augmentation.

4. Paiement

Nos factures doivent être payées dans les 14 jours suivant la date de facture avec une remise de 2 % ou dans les 30 jours sans déduction. Pour les produits conçus et fabriqués sur spécifications données par le client, les paiements doivent être effectués comme suit : un tiers du prix total indiqué dans la confirmation de commande au moment de la réception de la confirmation de commande, un autre tiers lors de la livraison et le solde dans les 30 jours suivant la date de facture, sans aucune déduction. Un paiement sera considéré comme effectué, notamment dans le cas de paiements par chèques ou lettres de change, lorsque le montant est crédité sur notre compte sans restrictions. Si le client est en défaut de paiement ou si un report de paiement a été convenu, nous sommes en droit d'exiger des intérêts de 3 % en plus du taux d'actualisation respectif à compter de la date du retard de paiement ou du report de paiement. Le droit de faire valoir auprès du client les dommages subis à cause de ce retard demeure inchangé. Si le client accuse un retard de paiement, notamment s'il ne paie pas dans les 30 jours suivant la date d'échéance et la réception de la facture, ou si un report de paiement a été convenu, nous sommes en droit d'exiger des intérêts de 8 % supérieurs au taux d'intérêt de base correspondant, à compter de la date de retard de paiement ou du report de paiement. Le droit de faire valoir auprès du client les dommages subis à cause de ce retard demeure inchangé. Le client ne peut compenser que par des demandes reconventionnelles qui sont incontestées ou légalement établies. This applies accordingly to enforcement of the right to withhold or refuse service by the customer.

5. Delivery and performance

The dates and delivery periods stated by us are deemed to be approximately agreed upon, unless they are expressly designated as binding. The delivery period is deemed to be complied with if the delivery item has left the factory or we have notified about its readiness for dispatch by the time the delivery period expires. Correct and punctual self-delivery is reserved. We shall not be responsible for delays in delivery and service due to force majeure and due to events which make delivery difficult or impossible for us, such as subsequent procurement difficulties, operational disruptions of any kind, failure of means of transport, official orders, etc., even if they occur with our sub-suppliers and even if dates and delivery periods have been bindingly agreed upon. In that case, we are entitled to reasonably extend the time for delivery or service by the duration of the hindrance. The customer shall be informed about the obstacles. If the hindrance lasts longer than three months, the customer is entitled, after a reasonable grace period, to withdraw from the contract due to the part of it not yet fulfilled. If we are responsible for non-compliance with bindingly promised deadlines and delivery periods or if we are in delay, the customer may demand compensation for delay in the amount of 0.5% of the net price of the overdue delivery for each full week of the default, but not more than a total of 5% of the net invoice value of the deliveries and services affected by the default. Any further claims are excluded unless there is at least gross negligence.
We are entitled to make partial deliveries and render partial services. The documents, plans, drawings, etc. sent to the customer for approval must be returned to us by the customer without delay together with a note of approval. We are entitled to postpone the delivery or service until we have received these documents or the payments on account specified in Clause 3, Paragraph 2.

6. Transfer of risk

The risk will be transferred to the customer upon delivery of the products to the person entrusted with transportation or upon dispatch from the factory. At the request of the customer, we shall insure the consignment against the desired risks, such as theft, breakage, transport, fire, and water damage at the expense of the customer. If the shipment is delayed or becomes impossible through no fault of our own, the risk shall be transferred to the customer upon notification of readiness for dispatch. The customer agrees that in that case, we will insure the consignment against all reasonably foreseeable risks at the customer's expense.

7. Notification of Defects

Notification of defects from the customer must be made to us without delay and in writing, no later than one week of receipt of the delivery item. Defects which cannot be discovered immediately after careful examination must be reported to us in writing within eight days of their discovery.

8. Garantie

We are liable for ensuring that our products are free of material defects and defects of title. Guarantees of any kind are only to be assumed if expressly agreed upon in writing and designated as such. The limitation period for claims based on defects is 2 years from the date of delivery. To the corresponding extent, no liability will be assumed for parts which are subject to premature consumption or wear and tear due to their material properties or type of use. Neither shall we be liable for natural wear and tear, excessive use, chemical or electrical impact, or for the impact of weather or other natural conditions. Liability for defects is excluded if our operating and maintenance instructions are not followed, changes are made to the products, their parts are replaced, or consumable materials are used which do not correspond to our specifications or if the customer culpably rectifies the defects themselves. No liability shall be assumed for any occurrences during hardening or processing of products sent in for completion, processing, or re-working, including products of our production. If the material is damaged during processing, the compensation component accrued up to that point remains unaffected. In the case of special products, we are only liable for execution in accordance with the drawings if production is carried out in accordance with the customer's design documents. Otherwise, we are liable for culpably defective design and defective workmanship, and for material defects only if we provide the materials. If we are entrusted with the solution of design tasks, we are only obliged to assume liability for defects if the customer proves that the product culpably fails to correspond to the state of the art. Under no circumstances shall we be liable for cases when the customer intends to achieve certain results, properties or other objectives by using our products or with the equipment and machines used by the customer, unless these results, properties or other objectives have been expressly agreed upon in writing and the customer proves that the purpose of the contract is not achieved due to a defect in our products. The customer guarantees that their drawings, data and other information, including their knowledge of the type, scope, and place of use of our products, are correct and complete.
If we are liable for defects, the customer may, at their discretion and by way of subsequent performance, demand that a) the defective product be sent to us for rectification of the defect and, at our discretion, repaired (rectification of the defect) or replaced with a new part to be returned to the customer, or b) the customer have the defective product ready and we send a technician to the place of delivery specified in the order confirmation to carry out the rectification of defects or a new delivery. If the customer demands that the work to rectify defects be performed at a place designated by the customer, we are obliged to comply with this request if the customer provides together with their request a written, binding declaration that the customer will reimburse the labor and travel costs of a technician exceeding the costs of service at the place of delivery, at reasonable and customary rates. This obligation shall not apply if we can prove that we do not have at our disposal a technician suitable for the type and scope of the required trip, or that the defect is insignificant and does not justify such an expense. Then our liability for defects will remain in accordance with a). If the subsequent performance fails despite a reasonable grace period set by the customer, the customer may, at their discretion, demand a reduction (decrease) in payment or cancellation of the contract instead of subsequent performance. Costs arising from unjustified claims shall be borne by the customer. Transfer of claims for defects by the customer is excluded. The foregoing provisions conclusively regulate our liability for defects and exclude all other claims from the customer of any kind whatsoever, in particular claims for damages from the customer. This does not apply in cases of § 444, 2nd half of the sentence, of BGB (German Civil Code).

9. Limitation of Liability

Our liability is excluded for any claims from the customer on legal grounds which are not the subject of liability for defects in accordance with clause 8 of these Terms and Conditions of Sale and Delivery, unless there is willful intent or gross negligence.

10. Retention of title

The item of delivery remains our property until all claims, including future claims, arising from the business relationship with the customer and the companies associated with the customer, including all current account balance claims, have been settled in full. Processing or conversion will be carried out for us as the manufacturer, but without any obligation on our part. In the event of processing, combining, mixing, or blending with other objects to form a uniform object, it is hereby agreed that the (co-)ownership of the customer in regard to the uniform object shall be transferred to us in accordance with the invoice value and the customer will also take the object into custody for us. The customer may process and sell our reserved goods in the ordinary course of business, unless the customer is in delay. The claims related to purchase price, wages, or other claims of the customer arising from the resale or any other legal reason (insurance, tort) due to our reserved goods are hereby assigned to us in full as security. The customer is revocably authorized to collect the assigned claims in their own name. The proceeds due to us are to be sent immediately upon receipt in each case. Our authority to collect the claims ourselves remains unaffected by this; however, we are obliged not to collect the claims as long as the customer duly complies with their payment obligations. We may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents, and informs the debtors of the assignment. We are obliged to release the customer at their discretion from the security measures agreed upon above, if their value consistently exceeds the secured claims by more than 20%. The right of the customer to possession of the reserved goods will expire upon our withdrawal from the contract in accordance with § 323 BGB (German Civil Code).

11. Documentation et droits de propriété industrielle

The technical knowledge embodied in the illustrations, drawings, samples, etc. provided by us in connection with our deliveries and services, remains our intellectual property. Reproductions, imitations, and dissemination of these documents is prohibited. The plans, drawings, patterns, etc. provided by the customer shall become our property. The customer bears the sole responsibility for their accuracy. The customer guarantees that the documents provided by the customer do not interfere with property rights of third parties. We are not obliged to verify this on our own. If claims are asserted against us by third parties due to the violation of property rights, including know-how, the customer shall indemnify us against such claims.
If claims are asserted against the customer or their consumer by third parties due to the violation of property rights, we shall be obliged to indemnify the customer unless the design of the delivery object originates from the customer. This obligation to indemnify is limited in its extent by the amount of the purchase price of the affected delivery object. We are entitled to release ourselves from this obligation to indemnify by a) providing the necessary license with respect to the allegedly infringed property right, or b) making available to the customer a modified delivery object or its affected parts which are not subject to the alleged infringement of property rights.

12. Place of performance, jurisdiction and severability clause

The location of our factory is the place of performance for the obligations arising from the contract for both parties, but the place of performance for payment is Düsseldorf. if the customer is a registered trader, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all disputes arising from the business relationship, including lawsuits related to bills of exchange and checks, shall be Düsseldorf. German law is applicable. Should one of the provisions of these terms and conditions or a provision in other agreements with the customer be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions or agreements.

Conditions générales d'achat
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