GENERAL TERMS AND CONDITIONS OF SALE 07 / 2011
01. All our sales and deliveries are subject to the following conditions. Conditions of our business partners, which are not expressly recognized by us in writing, are not valid.
B. General provisions
02. The contractual partners will confirm oral agreements immediately in detail in writing, otherwise they are not binding.
03. Orders of our business partners become binding for us only with our written order confirmation.
04. The information and illustrations contained in brochures and catalogs are approximate values customary in the trade and are not decisive for deliveries.
C. Long-term and call-off contracts, price adjustment
05. Permanent contracts can be terminated with a notice period of 2 months.
06. In the case of long-term contracts (contracts exceeding 12 months and non-permanent contracts) where there is a material change in labor, material or energy costs, each party to the contract is entitled to demand an appropriate adjustment of the price taking into account these factors.
07. Non-binding deadline or quantity information of the contracting party does not obligate us to cover the tool or material or for production or purchasing or delivery planning. They merely represent a non-binding perspective.
08. For orders of our business partners on call, unless otherwise agreed, binding quantities and deadlines shall be notified to us at least 2 months before the desired delivery date. Goods ordered on call - unless otherwise agreed - are due for delivery no later than 6 months after the order has been placed. Additional costs caused by late retrieval or subsequent changes to the order with regard to time or quantity by our partner shall be at the expense of the latter; Hereby our calculation is authoritative.
09. Our prices are in EURO exclusive of VAT. Packaging, freight, postage and insurance are charged extra, unless otherwise agreed in writing.
E. Terms of payment
10. All invoices are payable within 30 days from the date of invoice unless otherwise agreed. If payment is made within 10 calendar days from the date of invoice, 2% discount will be granted, unless the Partner is in default with the settlement of older, due claims.
11. In the event of delayed payment, we may, without the need for a separate notice of default, charge default interest of 8% above the applicable base rate and, upon written notice to the Affiliate, suspend performance of our obligations until receipt of payment.
12. We reserve the right to accept bills of exchange or checks; In principle, they are only accepted on account of payment and are only valid after redemption as a payment with a liberating effect. Discount charges are charged to the customer. A guarantee for the correct and timely submission at maturity and for the collection of bill protest is excluded.
13. If, after conclusion of the contract, there is a material threat to our payment claim due to the forfeiture of the partner's assets or if the partner's loss of assets occurred before the contract was concluded but we only became aware after conclusion of the contract, we can demand advance payment or security within a reasonable period of time and the performance until the fulfillment of our request deny. If the partner refuses or if the deadline expires without result, we are entitled to withdraw from the contract or to claim damages for non-performance.
14. Our partner is not entitled without our prior consent to collect claims against us by third parties or assign to third parties.
15. Unless otherwise agreed, we deliver "ex works". Decisive for the observance of the delivery date or the delivery period is the dispatch of the goods by us; We will provide the goods on time, taking into account the usual time for loading and shipping.
16. Delivery periods begin with the dispatch of our order confirmation. Partial deliveries are permitted and will be charged.
17. Within a tolerance of 10% of the total order quantity, production-related excess or short deliveries are permissible.
G. Shipping and transfer of risk
18. Goods notified ready for dispatch must be accepted by the partner without delay. Otherwise we are entitled to ship them at our own choice or to store them at the partner's expense and risk; We are also entitled to the latter if the shipment can not be carried out without our fault. One week after the beginning of storage, the goods are considered delivered.
19. In the absence of any special agreement, the choice of means of transport and transport route will be made by us.
20. With the handover to the railways, the forwarding agent or the carrier or one week after the dispatch notification 18, but at the latest when leaving the factory or warehouse, the risk is transferred to the partner, even if we have accepted the delivery ,
H. delivery delay
21. If we can foresee that the goods can not be delivered within the delivery period, we will notify the partner without delay, inform him of the reasons for this and, if possible, give the expected delivery date.
22. If the delivery is delayed due to a circumstance listed in clause 41 or if the partner acts or omits, the delivery time will be extended accordingly.
I. Retention of title
23. We reserve the ownership of the delivered goods until the fulfillment of all claims arising from the business relationship.
24. The partner is entitled to sell the goods in the ordinary course of business as long as he fulfills his obligations arising from the business relationship with us in good time. However, he may neither pledge nor surrender the reserved goods as security. He is obliged to secure our rights in the case of the credited resale of the reserved goods.
25. We are entitled to withdraw from the contract in the event of breach of contract by the customer, in particular in the case of default in payment without granting a grace period, and to demand the surrender of the reserved goods at the expense of the partner.
26. All claims and rights arising from the sale of goods to which we are entitled are property rights, the partner already assigns to us as security. We accept the assignment. After the assignment, the entrepreneur is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur fails to properly meet his payment obligations and is in default of payment.
27. Any processing or processing of the reserved goods is always undertaken by the partner for us. If the reserve goods are processed or inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion of the invoice value of the reserved goods to the other processed or mixed items at the time of processing or mixing. If our goods are combined with other movable objects into a unitary item or are inseparably mixed and if the other item is to be regarded as the main item, then the partner assigns proportional co-ownership to us as far as the main item belongs to him. The partner holds the property or co-ownership for us. Incidentally, the same applies to the thing resulting from processing or combination or mixing as for the reserved goods.
28. The partner has to inform us immediately about foreclosure measures of third parties in the reserved goods, claims assigned to us or other securities, stating the necessary documents for an intervention. This also applies to impairments of any kind.
29. Upon request of the partner, we will release the securities to which we are entitled according to the above provisions insofar as the realizable value of the goods delivered under retention of title exceeds the claims to be secured by more than 20%.
30. If we have to deliver according to drawings, specifications, samples etc. of our partner, this assumes the risk of suitability for the intended use. Decisive for the contractual condition of the goods is the time of transfer of risk according to item 20.
31. The warranty period is, unless otherwise agreed, according to the law. If the contracting party is an entrepreneur, a warranty period of one year shall be deemed agreed. It begins with the time of the transfer of risk.
32. Open defects must be reported in writing to the Partner immediately after receipt of the goods, hidden defects immediately after discovery of the defect.
33. If a first sample inspection or another acceptance test has been agreed, the complaint of defects is excluded, which the partner could have determined upon careful acceptance or inspection of the initial samples.
34. We have the opportunity to identify alleged deficiencies. Complained goods must be returned to us immediately upon our request. If the partner does not comply with these obligations or makes changes to defective goods without our consent, he loses any warranty claims. Transport costs we accept only if the complaint is justified.
35. In the case of justified, timely notification of defects, we will repair the rejected goods according to our choice or deliver faultless replacement. For quantity deliveries, the partner gives us adequate time and opportunity to sort out faulty goods.
36. If we do not comply with these warranty obligations or fail to do so within the agreed period of time, the partner may set us a reasonable deadline in writing. After unsuccessful expiration of this period, the partner may demand a reduction of the price, withdraw from the contract or have the necessary rectification itself or by a third party at our expense and risk.
If the repair has been successfully carried out by the partner or a third party, all claims of the partner with reimbursement of reasonable costs have been settled.
K. Machining of aerospace parts
37. The Associated Norm + Dreh GmbH basically does not want to supply parts for aircraft and spacecraft. For this reason, the client must notify at the latest when placing the order, whether the workpieces are intended for use in aerospace. The liability of the Associated Norm + Dreh GmbH is excluded for such parts against the customer.
38. Should Associated Norm + Dreh GmbH be called upon by third parties in these cases, the client has the Associated Norm + Dreh GmbH of these claims and of all costs and expenses incurred in connection with the claim, including the costs of any legal action or recall to indemnify
39. The client shall submit the above provisions of item 37 and 38 to his aviation product liability insurer to co-insure the exemption according to item 38.
L. Other claims
40. Unless otherwise stated below, other and further claims of the partner against us are excluded. This applies in particular to claims for damages due to delay, impossibility of performance, culpable breach of contractual secondary obligations, culpa in contrahendo and tort. We are not liable for damages that did not occur on the delivered goods themselves. Above all, we are not liable for lost profits or other financial losses of the partner.
41. The above limitations of liability do not apply if we caused the damage intentionally or through gross negligence or if we have breached essential contractual obligations. If an essential contractual obligation was violated by us, we are liable only for the contract-typical, reasonably foreseeable damage.
42. Furthermore, the limitation of liability does not apply in cases where, according to the Product Liability Act, in the event of errors in the delivered goods for personal injury or property damage to privately used objects. It also does not apply in the absence of warranted characteristics, if and to the extent that the purpose of the pledge was to protect the partner against damage that was not caused to the delivered goods themselves.
43. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, employees, employees, legal representatives and vicarious agents.
M. Force Majeure
44. Force majeure, labor disputes, riots, official measures, the absence of supplies from our suppliers and other unforeseeable, unavoidable and serious events release the contractual partners from the obligation to perform for the duration of the disruption and to the extent of their effect. This also applies if these events occur at a time when the affected contracting party is in default. The contractual partners are obliged to provide the necessary information as soon as reasonably possible and to adapt their obligations to the changed circumstances in good faith.
N. Place of Performance, Jurisdiction and Applicable Law
45. Unless otherwise stated in the order confirmation, our place of business is the place of performance.
46. For all legal disputes, also in the context of a bill of exchange or check process, our place of business is place of jurisdiction, if the partner is a full merchant. We are also entitled to sue at the partner's location.
47. The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG - "Vienna Sales Convention") is excluded.
Velbert, the 01.07.2011ASC. NORM + DREH GMBH