GENERAL TERMS AND CONDITIONS OF SALE 01 / 2016
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 dates or quantities given by the contractual partner do not oblige us to purchase tools or materials or to plan production, purchase or delivery. They only represent a non-binding forecast.
08. If preliminary samples or trial orders have been agreed at the start of new parts and these do not lead to approval by the customer, we reserve the right to return the orders.
09. Unless otherwise agreed, we are to be informed of binding quantities and deadlines at least 2 months before the desired delivery date for orders placed by our business partners on call. Goods ordered on call are due for delivery no later than 6 months from the call order, unless otherwise agreed. Additional costs caused by delayed retrieval or subsequent changes to the retrieval in terms of time or quantity by our partner shall be borne by the partner; our calculation is decisive here.
10. Our prices are in EURO excluding sales tax. Packaging, freight, postage and insurance are charged additionally, unless expressly agreed otherwise in writing.
E. Terms of payment
11. Unless otherwise agreed, all invoices are due for payment within 30 days of the invoice date. If payment is made within 10 calendar days of the invoice date, a 2% discount is granted, provided that the partner is not in default with the settlement of older, due claims.
12. In the event of delayed payment, we can - without the need for a separate notice of default - charge default interest in the amount of 8% above the respective base rate and, after written notification to the partner, suspend the fulfillment of our obligations until we have received the payments.
13. 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.
14. If, after the conclusion of the contract, there is a significant risk to our payment claim due to the partner's financial loss, or if the partner's financial loss occurred prior to the conclusion of the contract, but only became known to us after the conclusion of the contract, we can demand advance payment or security within a reasonable period of time and the performance until fulfillment deny our desire. If the partner refuses or if the deadline expires without result, we are entitled to withdraw from the contract or to demand compensation for non-performance.
15. Our partner is not entitled without our prior consent to collect claims against us by third parties or assign to third parties.
16. Unless otherwise agreed, we deliver “ex works”. The dispatch of the goods by us is decisive for compliance with the delivery date or the delivery period; we will provide the goods on time, taking into account the usual time for loading and shipping.
17. Delivery periods begin with the dispatch of our order confirmation. Partial deliveries are permitted and will be charged.
18. Within a tolerance of 10% of the total order quantity, production-related excess or short deliveries are permissible.
G. Shipping and transfer of risk
19. 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.
20. Unless otherwise agreed, we will choose the means of transport and the route of transport.
21. 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
22. 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.
23. 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
24. We reserve the ownership of the delivered goods until the fulfillment of all claims arising from the business relationship.
25. 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.
26. 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.
27. 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.
28. 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.
29. 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.
30. 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%.
31. 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.
32. 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.
33. The partner must report obvious defects in writing immediately after receipt of the goods, and hidden defects immediately after the defect is discovered.
34. 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.
35. 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.
36. If the notification of defects is justified and in due time, we shall, at our option, either repair the goods complained of or deliver a faultless replacement. In the case of bulk deliveries, the partner gives us adequate time and opportunity to sort out defective goods.
37. If we do not meet these warranty obligations or do not meet them within a reasonable time in accordance with the contract, the partner can set us a reasonable final deadline in writing. If this period has expired without success, the partner can demand a reduction in the price, withdraw from the contract or have the necessary repairs carried out himself or by a third party at our risk and expense.
If the repair was successfully carried out by the partner or a third party, all claims of the partner are compensated with reimbursement of reasonable costs incurred.
K. Machining of aerospace parts
38. As a matter of principle, Associated Norm + Dreh GmbH does not want to supply parts for aircraft and space vehicles. For this reason, the client must notify at the latest when placing the order whether the workpieces are intended for use in the aerospace industry. Associated Norm + Dreh GmbH accepts no liability for such parts towards the client.
39. Should Associated Norm + Dreh GmbH be sued by third parties in these cases, the client shall relieve Associated Norm + Dreh GmbH from these claims and from all costs and expenses incurred in connection with the claim, including the costs of any legal prosecution or recall campaign
40. 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
41. Unless otherwise stated below, other and further claims by the partner against us are excluded. This applies in particular to claims for damages from delay, from impossibility of performance, from culpable breach of secondary contractual obligations, from negligence when concluding the contract and from tort. We are not liable for damage that has not occurred to the delivered goods themselves. Above all, we are not liable for lost profit or other financial losses of the partner.
42. 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.
43. 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.
44. 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
45. Force majeure, labor disputes, unrest, official measures, the absence of deliveries from our suppliers and other unforeseeable, unavoidable and serious events release the contractual partners from their performance obligations for the duration of the disruption and to the extent of its effect. This also applies if these events occur at a point in time when the contractual partner concerned is in default. The contractual partners are obliged to provide the necessary information immediately within the framework of what is reasonable and to adapt their obligations to the changed circumstances in good faith.
N. Place of Performance, Jurisdiction and Applicable Law
46. Unless otherwise stated in the order confirmation, our place of business is the place of performance.
47. 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.
48. The law of the Federal Republic of Germany applies exclusively to the contractual relationships. The application of the United Nations Convention of April 11.4.1980, XNUMX on Contracts for the Sale of Goods (CISG - “Vienna Sales Law”) is excluded.
Velbert, the 01.01.2016 ASC. NORM + DREH GMBH