In addition to our pricelists the following terms and conditions are applicable for our deliveries:

1. Our following sales terms and terms of delivery are valid for all our deliveries and offers. Our customer recognises them in the each case valid version with placing of order also for the future business connection with us. Unfortunately, divergent conditions of our clients cannot be accepted.

2. Our offers are also subject to confirmation with regard to the prices and are non-binding. We keep commited to an offer especially worked out for customers for a period of 30 days, beginning with the date of the offer production. Orders of our customers are also binding for 30 days.

A contract comes into effect with our written confirmation of order. If we should send no confirmation of order, the contract comes into effect by delivery of the items invoiced. For the extent of our delivery our invoice is decisive.

We deliver high-quality products to our customers, nevertheless, we take care, in addition, constantly to improve. Should such improvements occur after order or conclusion of the contract, we may deliver to the customer the product provided with improvements.

3. The delivery occurs basically from our warehouse in Belgium or rather from the warehouse stated in our confirmation of order or in our invoice. We carry the risk for the product up to the handing over to the transport person responsible for the delivery. As soon as the product has been handed over to the transport person for delivery, the risk of performance passes over to our customer.

We try to the best of our ability to hold all goods in the predictable order amounts in stock, so that an immediate delivery can occur. Should a product not be in stock against expectation, we are entitled to part deliveries. We will try in the best way possible to deliver the missing product immediately to our customers.

For specific delivery times an explicit arrangement is to be made between us and our customers. Delivery times begin with the date of the comclusion of the contract.

Should obstacles occur beyond our influence, as for example force majeure, sovereign infringements, export and/or import bans, labour disputes, delay or failure of the delivery of essential raw materials, extended delivery deadlines are appropriate. During the duration of these circumstances no liability exists on our part for damages caused through this and secondary damages.

As far as delivery deadlines are exceeded by deliberate or careless behaviour and we should also not deliver in spite of extension settlement by our customer for at least 14 days, our customer is entitled of course to withdraw from the purchase contract. Provided that already part deliveries have occurred, a withdrawal from the whole purchase contract is only possible if the remaining delivery is of no interest for our customer.

Should the customer vice versa take delivery of goods or a part of it in delay, we are entitled to withdraw the purchase contract. In this case a damage-all-inclusive is entitled to us at the rate of 20% of the purchase price without sales tax if we do not prove a higher damage or our customer a lower one.

4. Should the delivered product show an evident defect, immediate notice must be given to us in writing by the customer at the latest within 14 days after delivery. A concealed defect is also promptly to be claimed with us by the customer in writing at the latest within 14 days on becoming known.

If the product delivered is defective we are allowed to replace or improve it so far possible.  Of the product which is returned for the purpose of the exchange we gain ownership. Should the improvement or substitute delivery fail, our customer is entitled to require either an adequate decrease of the purchase price, or to withdraw from the purchase contract. Should only parts of the delivery show defects, a withdrawal from the whole purchase contract is possible only if the remaining delivery is of no interest to our customer.

So that we can check and repair a claimed defect, the customer must pack the product concerned properly and send it back to us.

5. The prices quoted in our in each case valid price-list are valid for all orders. All prices get on plus sales tax by the in each case valid height. Packing charges occurring  (in particular with small orders) as well as shipping cost and transport insurance (which we arrange only on special customer request) must be paid by our customer, i.e. we will debit him with the cost, in addition.

Deliveries occur basically against advance payment or cash on delivery. If separate agreement has been made for delivery against invoice, we grant 3% of discount on the invoice amount if this is paid by automatic debit transfer, otherwise the invoice amount is to be paid within 10 days with 2% of discount or within 30 days net.

At the end of the deadline for payment we are entitled to interest after due date at the rate of 5% p.a. above the respective discount rate of the ECB.

Our customers are entitled to charge with indisputable or legally ascertained counterclaims against our claims. For the rest, a setoff as well as assertion of the right of retention and/or right to refuse performance are excluded.

In default of payment by our customers as well as with reasonable concern about essential property deterioration or insolvency we are entitled to suspend the delivery or to require advance payment for all future deliveries. Should no payment occur within an adequate term, we are entitled to withdraw from all contracts and to require payment of the costs resulted to us as well as the lost profit.

6. We are absolutely liable to our customers if the delivered product should lack assured qualities or if we or our leading employees should act deliberately or grossly negligently.

In case of other culpable breaches of essential contract duties or deliberately or roughly careless behaviour of our ordinary employees we pay the typically predictable damage to our customers. Our liability is limited for every isolated case to the double invoice amount of the delivery concerned to that customer, For the rest, we ask our customers for understanding that to the avoidance of cost increases our liability is excluded for everything else.

7. The product delivered by us to our customers remains our property until the settlement of all our claims and may not be pledged to third parties nor be transferred by way of security.

If the product is resold before the settlement of our claims, our customer by now transfers to us the claims originating from the resale beforehand in full height with all subsidiary rights up to the entire payment of our accounts. Our customer remains entitled to collect these claims, as long as he settles our accounts and we have not contradicted the collection. Collected amounts are to be transferred to us at the maturity date of our claims.

In case of curtailing our security rights or confiscation or pledging the customer will inform us immediately enclosing the available documents (as for example attachment transcripts etc.) and advise the third party of our security rights. The customer will initiate all preventive measures on his costs, so that our security rights are not affected. By request the customer informs us about the names and the addresses of his clients, so that we can give the debtors notice of the assignment for security. The customer will also deliver us the documents necessary for the legal pursuit.

8. We point out to the fact that personal data of our customers are processed with the help of electronic data processing and are stored (§26 BDSG).

9. For business with registered traders place of fulfilment and jurisdiction is Rotenburg/Wümme.

Valid from January, 2004

 

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