of delivery and payment
§ 1 Validity of Terms
a) The seller’s delivery, performance and
offers are made exclusively on the basis of these terms of delivery
and payment. As a result, they also apply to all future business
relations, even if they are not expressly agreed upon again. These
terms are effective and accepted by the buyer no later than at the
moment of accepting the product or the performance. Counterclaims
of the buyer referring to his own terms of business and purchase
are thus repudiated.
b) Deviation from these terms of business is only valid if the seller
confirms this in
§ 2 Offers and Conclusion of Contract
a) All the offers of the seller are without engagement and non-binding.
b) Drawings, illustrations, measurements and weights or any other
data and specifications are only binding when this is expressly
agreed upon in writing.
§ 3 Prices
a) All purchase prices are without engagement plus the statutory
VAT or sales tax.
§ 4 Delivery, Packaging and Transfer of Hazards
a) If not agreed differently, the prices are valid
from Mönchengladbach, excluding packaging. The consignee will
be charged with the costs for an insurance for transport .
b) If a railway collico is made available to the consignee on loan,
it has to be returned to the Deutsche Bundesbahn by the consignee
no later than the next working day. Otherwise the hire charge is
c) The risk of conveyance passes to the buyer as soon as the consignment
is handed over to the person handling the transport.
§ 5 Delivery Time
a) Fixgeschäfte are not possible.
b) If there is a delay in delivery or performance on the grounds
of force majeure or incidents that seriously interfere with the
delivery or even make it impossible for the seller – and among
these are, in particular, strikes, lockouts, government orders,
etc.- and even if these incidents occur at the seller’s suppliers’
or their subcontractors’ companies, he , the seller, does
not have to answer for this delay in spite of definitely agreed
periods of time and date. It entitles the seller to post-pone the
delivery resp. performance for the period of time this obstruction
existed plus a reasonable time to get things going again or to withdraw
completely or partly from this contract because of not having fulfilled
c) If the obstruction lasts longer than three months, the buyer
is entitled, after a reasonable extension of the deadline, to withdraw
from that part of the contract that has not been fulfilled. If the
delivery time is prolonged or if the seller is no longer bound to
this contract, the buyer cannot claim damages because of this.
d) The seller is entitled to partial delivery and partial performance
at any time.
§ 6 Warranty
a) Warranty begins with the date of delivery.
b) The buyer must inform the seller about any defects immediately,
no later than within a week after the arrival of the product. Complaints
about damages do not release the buyer from his duty to pay.
§ 7 Escape Clause concerning Property
a) The product remains in the seller’s property
until it has been paid for completely.
b) Should a third party take possession of this not yet fully paid
conditional product, the buyer will be informed that this is the
property of the seller, and the seller will be advised of this incident
c) A breach of contract by the buyer, especially because of a delay
in payment, entitles the seller to take back the conditional product
or, if necessary, demand
a transfer of the buyer’s claims to surrender against a third
party. The taking back as well as the attachment of the conditional
products by the seller does not mean a withdrawal from the contract.
§ 8 Payment
a) As long as it has not been arranged differently,
the following terms of payment are valid: within 8 days 3% cash
discount, within 15 days 2% cash discount, up to 30 days net. This
deduction of a cash discount can only be granted, if there are no
other bills receivable that exceed the payment target. In spite
of contrary declarations on the part of the buyer, the seller is
entitled to charge payments to the buyer’s former debts first
of all. Should costs and interest have already arisen, the seller
is entitled to charge the payments first of all to the costs, then
to the interest and, last of all, to the principal claim.
b) The payment is deemed to have been made at the moment when the
amount is at the disposal of the seller. If cheques or bills of
exchange are used, the payment is deemed to have been made when
the cheque or bill of exchange is honoured.
c) If the buyer falls into arrears with his payment, the seller
is entitled, from that moment on, to charge for default interest
at the amount of 2% above the discount rate of the Landeszentralbank.
d) If the buyer does not fulfil his duty to pay, especially if his
cheque cannot be cashed or stops his payments or if the seller learns
of circumstances that make the buyer’s credit standing uncertain,
the seller is entitled to have the entire remainder of the debt
fall due, even if he has accepted cheques or bills of exchange.
§ 9 Applicable Laws, Legal Domicile,
Partial Declaration of Null and Void
a) The laws of the Federal Republic of Germany
apply to all these terms of delivery and payment and the entire
legal relations between the seller and the buyer.
b) It is acknowledged by the two parties that Mönchengladbach
is the place of fulfilment and legal domicile in case of legal action.
c) If one of the clauses in these terms of business or in statements
within the frame-work of other agreements is or will become invalid,
the validity of all other clauses and agreements will not be affected.