1. General Provisions
1.1 Only the following Terms and Conditions shall govern our deliveries. Terms and conditions opposing or deviating from our Terms and Conditions shall not apply unless we have expressly approved the application thereof. The following conditions shall also apply if, notwithstanding our knowledge of terms and conditions of the customer opposing or deviating from our Terms and Conditions, we unconditionally perform delivery to the customer.
1.2 Oral agreements before or at the time when the contract was concluded shall require written confirmation by us to be effective.
1.3 If the customer fails to accept our quotation within two weeks of receipt thereof, we shall be entitled to cancel.
1.4 Cost estimates are not binding and subject to charge except as otherwise expressly agreed.
1.5 These Terms and Conditions shall also govern all future deliveries to the customer pending the entry into effect of our new terms and conditions of delivery.
2.1 Invoices shall be calculated on the basis of the list prices in effect on the date of delivery plus value-added tax. Value-added tax will not be charged only in those cases where the conditions have been met for export shipments to be exempted from such tax.
2.2 In the absence of any special agreement, prices shall be deemed to agreed upon on the main contract.
2.3 We reserve the right to adjust our prices appropriately in the event of cost reductions or increases incurred after the contract has been entered into, in particular in case of wage cost changes, for instance due to collective bargaining agreements, or changes in the price of materials. Upon request we shall evidence such changes to the customer.
2.4 Spare parts and products which have been repaired shall be shipped against a reasonable flat rate charge for shipping and packaging plus the charge for the service rendered by us, except where this is covered by liability for defects.
3. Delivery & Delivery Dates.
3.1 The precondition for the commencement of and compliance with delivery dates agreed upon is that the collaboration duties shall have been performed by the customer, in particular the timely delivery of the entire materials, documentation, approvals, examinations and clearances to be provided by the customer and the compliance with payment terms agreed upon. If these preconditions are not duly met in good time, the delivery dates shall be reasonably extended; this shall not apply if the supplier is solely responsible for the delay.
3.2 If non-compliance with the delivery date is due to force majeure or to other disturbances beyond our control e.g. war, terrorist attacks, import or export restrictions, including such disturbances affecting subcontractors, the delivery dates agreed upon shall be extended by the period of time of the disturbance. This also applies to industrial action affecting either us or our suppliers.
3.3 If we are in default with our delivery, the customer shall declare upon our request and within a reasonable period of time whether it insists upon performance of delivery or asserts its other statutory rights.
3.4 In case of delayed delivery, the customer may rescind the contract within the framework of statutory provisions only insofar as we are responsible for the delay.
3.5 Clause 9 applies to claims to damages by the customer on account of delayed delivery.
3.6 If a customer is in default of acceptance or if a customer culpably violates its collaboration duties, we have the right to demand compensation for the damage incurred by us in this respect including further additional expenditure in an amount of 0.5 % of the price of the products for delivery but not exceeding, on aggregate, 5 % of the price of the products for delivery. The contracting parties reserve the right to prove higher or lower costs of additional expenditure. The right to raise further claims on account of default of acceptance shall remain unaffected hereby.
3.7 Part shipments and corresponding invoices are admissible unless this is an unreasonable hardship for the customer.
4. Payment Terms
4.1 Except as otherwise agreed in writing, payment shall be effected within 30 days of the invoice date without any deductions whatsoever. We may also, however, make delivery conditional upon contemporaneous payment (for instance cash on delivery or bank direct debiting service) or on pre-payment.
4.2 We are entitled to offset payments made against the oldest claim due.
4.3 In case of delayed payment we are entitled to charge default interest at 8 percentage points above the base interest rate. The right to assert a claim on account of further damage is not excluded.
4.4 Payment by bill of exchange is only admissible following prior agreement with us. We only accept bills of exchange and checks on account of performance and they shall not be deemed to constitute payment until honored. The costs of redeeming a bill of exchange or check shall be borne by the customer.
4.5 If the customer is in arrears in payment we shall be entitled to demand immediate cash payment of all claims arising from the business relationship which are due and against which there is no defense. This right shall not be barred by a deferral of payment or by the acceptance of bills of exchange or check.
4.6 The customer shall only have the right to offset counterclaims insofar as the customer’s counterclaims are undisputed, ruled with res judicata effect by a court of law or are ready for a decision after pending suit.
4.7 The customer shall only be entitled to withhold payments to the extent that its counterclaims are undisputed, ruled with res judicata effect by a court of law or are ready for a decision after pending suit.
5.1 If one of the provisions of these Terms and Conditions and the further contracts reached should be or become ineffective, this shall not affect the validity of the remainder of the Terms and Conditions. The contracting parties are obliged to replace the ineffective provision by a ruling approximating most closely the economic success intended by the ineffective provision.
5.2 The courts of Stuttgart (with regard to local court matters the Amtsgericht (local court of) Stuttgart in 70190 Stuttgart) or, at our discretion, if the customer is,
– a registered merchant or
– has no general domestic place of jurisdiction or
– has moved its domicile or normal place of abode abroad after entering into the contract or if its domicile or normal place of abode is unknown
the courts with jurisdiction at the registered office of the operating facility carrying out the order, shall have jurisdiction and venue. We are also entitled to take legal action at the court having jurisdiction at the registered office or a branch office of the customer.
5.3 All legal relationships between us and the customer shall be exclusively bound by and construed in accordance with the laws of the Federal Republic of Germany excluding the rules on the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).