1. Terms and Conditions of Delivery and Payment
1.1 Our offers, deliveries and performances are exclusively based on the General Terms and Conditions stated below.
1.2 Any deviations from these Terms and Conditions or supplemental agreements shall be subject to our written approval to become effective.
1.3 Our offers shall be nonbinding. Any changes thereto shall have to be confirmed by us in writing. Errors and spelling mistakes shall be excepted.
1.4 The general terms and conditions of the purchaser contradictory to our General Terms and Conditions shall require the explicit written approval by Messrs. Huber to become effective.
2.1 All prices shall be ex works plus packaging. The prices valid or confirmed at the point of time of delivery plus value added tax shall be invoiced.
2.2 Spare part prices shall be ex works plus packaging without installation. Replacement parts shall be returned free domicile.
2.3 For orders with a net order value of below € 50.00, a minimum quantity surcharge of € 10 plus legal value added tax will be charged.
2.4 No discount shall be granted on services.
2.5 No discount shall be granted on return and disposal costs.
3. Delivery Periods
3.1 The delivery periods and deadlines shall be nonbinding unless specifically agreed otherwise in writing.
3.2 Default in delivery and performance due to acts of God or due to events rendering the performance impossible or unreasonably difficult for us (as e.g. subsequent procurement material difficulties, disruptions of operation, strike, lockout, shortage of personnel, shortage of transport means, official decrees or governmental directives, etc.), even in the case of agreed deadlines, shall not be the responsibility of Messrs. Huber.
This is to entitle the vendor to postpone the delivery or performance by the period of the obstruction plus a certain ramp-up time, even in those cases where the obstruction occurred during an already existing default.
3.3 If the obstruction continues for more than three months, the purchaser shall have the right to withdraw from the contract as regards the yet unfulfilled part of the performance excluding the other claims pursuant to §§ 280 ff. BGB (German Civil Code) after setting a period of grace in writing. Any claim for damages by the purchaser due to default in delivery shall be excluded without exception. Should the vendor still be obliged to pay compensation for damages, his claim shall be limited to the foreseeable damage at the point of time of the conclusion of the contract, restricted, however, to max. 10% of the value of that said part of the total delivery, unless the damage was caused by gross negligence of the vendor or his assistant or his vicarious agent.
3.4 The vendor shall be entitled to make partial deliveries or effect partial performances at any time.
3.5 The agreed period of delivery is considered to be adhered to if the delivery item will have left the plant or the purchaser will have been notified about the readiness for shipment until the expiring date of the said period.
4. Design Changes
4.1 The vendor reserves the right of making design changes or effect replacement deliveries of identical quality at any time. However, the vendor shall not be obliged to subsequently make such design changes also to those products already finished or delivered.
4.2 Design changes shall only have to be communicated to the purchaser if they are essential and may have an impact on the contractually agreed purpose of the product.
5. Transfer of Perils
5.1 The perils shall be transferred to the purchaser - also in case of partial deliveries - as soon as the shipment will have been handed over to the person responsible for the transport or will have left the warehouse of the vendor for shipment and also in those cases where the vendor bears the shipment costs.
5.2 Should the shipment be delayed upon request by the purchaser or by no fault of the vendor, the perils shall be transferred to the purchaser on the date on which the notification of the readiness for dispatch is received by the purchaser.
5.3 The purchaser shall demand compensation for transport damages from the carrier without delay within the agreed period and according to the agreed form. Should the aforementioned not be observed the purchaser shall lose his claims for damages. The vendor shall select the mode of shipment and the dispatch route at his own discretion. Upon written specification by the purchaser, the vendor shall select the specified dispatch route and the specified mode of shipment and/or a transport insurance at the purchaser's costs.
6. Retention of Title
6.1 The vendor reserves the right of ownership over the delivery item until fulfilment of all requirements (including all balance claims from current accounts) to which the vendor is entitled irrespective of legal basis.
6.2 Up to the full payment of the purchase price and any incidental claims, the purchaser shall be obliged to insure the delivery item against all risks customary in this trade.
In case of investment goods and/or according to requirements, the vendor shall have the right of demanding proof of the insurance taken out as well as of the due payment of the insurance premium from the purchaser. If the purchaser does not meet his obligation of taking out insurance despite the vendor's request within a period of grace of two weeks set by the vendor, the latter shall be entitled to retrieve the delivery item.
6.3 Claims from insurances shall be ceded to the vendor until fulfilment of all receivables to which the vendor is entitled against the purchaser.
6.4 If the goods and/or services delivered are processed with other goods or objects not delivered by the vendor, the vendor shall gain co-ownership of the new products proportionately to and up to the equivalent value of the goods and/or services delivered by the vendor.
6.5 The purchaser shall refrain from either pledging or assigning as security the delivery item to third parties before the transfer of ownership. Should the delivery item be seized at the purchaser, the vendor shall immediately be notified of the circumstance that the seized merchandise are goods delivered by the vendor and are subject to retention of title by sending a copy of the enforcement protocol and an affirmation in lieu of oath.
6.6 The assertion of the retention of title as well as the seizure of the delivery item by the vendor shall not be deemed as withdrawal from the contract unless the German Instalment Act (Abzahlungsgesetz) is applicable. In excess of this, the assertion of the rights of the vendor from the retention of title shall not release the purchaser from his contractual obligations. The value of the delivery item at the point of time of redemption shall be offset against the existing claim of the vendor against the purchaser instead.
7.1 Invoices shall be payable within 10 (ten) days less two per cent discount or within 30 (thirty) days net. Payment shall be made cashless on an account of the vendor. The vendor reserves the right to refuse the acceptance of checks. If checks are used as means of payment, the time when the amount is credited to the account of the vendor shall be deemed the payment date.
7.2 Should the purchaser be in default of payment, the vendor shall be entitled to charge default interest to the statutory amount plus legal value added tax starting as of the date of default. The vendor shall always have the right to give proof of a default damage in excess of this and to claim reimbursement.
7.3 Notwithstanding any other terms and conditions of the purchaser, the vendor shall be entitled to offset payments by the purchaser against the latter's older debts. If costs and interests have already been incurred, the vendor shall have the right to offset the payments first against the costs, then against the interests and finally against the principal performance.
7.4 Should the purchaser not meet his payment obligations, especially if a check is not cashed or a payment is ceased, or if other circumstances become known which call the creditworthiness of the puchaser into question, the vendor shall be entitled to demand payment of the entire residual amount even if he has accepted checks or bills of exchange.
7.5 In case of spare or wear parts as well as machine and service work, different terms of payment may be applicable.