1. General
The following Terms of Sale represent the exclusive basis for all quotations and contracts; any deviating terms of the Customer, unless explicitly acknowledged in writing, shall be deemed invalid.

2. Quotations
All quotations remain subject to confirmation unless explicitly stipulated as binding or fixed. A contract of sale shall be constituted only upon our written confirmation of order.

3. Delivery and Passage of Risk
Shipment shall be made at the risk and expense of the Customer. The risk passes to the Customer when goods are delivered to the shipping or forwarding agent.

4. Delivery Dates
The delivery dates quoted indicate the foreseeable delivery dates with which we shall endeavour to comply.

5. Prices
Unless other agreements regarding pricing have been made, the prices applicable on the date of delivery shall apply. All prices shall be subject to value-added tax, VAT, and are quoted ex warehouse Brakel, excluding packaging. Packing shall be charged at cost. Tools for which prorated payments have been received shall remain our property.

6. Payment, Offset and With-holding, Return Shipment
Our invoices shall be payable 14 days after date of invoice at 2% discount or 30 days after date of invoice net. Invoice sums less than EUR 50.00 shall be payable net immediately. In the event of overdue payment, we shall be entitled to charge interest at the over-draught rate applicable at that time, and at least 3% above the basic interest rate in accordance with the BGB (Civil Code) § 247. If, after an order has been placed, we become aware of circumstances which give us good cause to doubt the creditworthiness of the Customer, we shall be entitled to deliver this order subject to cash in advance only and to make the delivery of other orders subject to their prior payment. The Customer shall be entitled to only offset counterclaims which have been legally established or are otherwise undisputed and may exercise a withholding right only in respect to such claims that are based on the same contract. The Customer shall be entitled to return goods only subject to express prior agreement. Such return shipments are subject to a deduction of at least 30% of the value of the goods to compensate for expenses.

7. Retention of Title
The products delivered (reserved goods) shall remain our property until payment in full of the purchase price and all existing and future claims arising from the business relations with the Customer. This shall also apply in cases in which individual or all claims have been consolidated into one single invoice and balanced and approved. The Customer shall be entitled to sell the reserved goods in the due course of business provided he meets his contractual obligations. Otherwise we shall be entitled to require the surrender of the reserved goods; in this case, the Customer has no right of possession. We shall then be entitled, without prejudice towards the Customer’s obligation of payment, to sell the repossessed goods and to credit the Customer with any surplus. At the time of purchase of the reserved goods, the Customer shall at that point in time assign to us all claims arising from the resale which accrue to him against his customers. Subject to revocation, the Customer shall be authorised to collect the assigned claims; upon our demand, however, he shall notify us without delay and in full of the amount of these claims and the names of his customers. If, in the event of a delivery by the manufacturer, a bill debt is constituted, the retention of title shall expire only after the bill has been redeemed. Should the redeemable value of existing securities surpass the secured claims by more than 10%, we shall be obliged, if so demanded by the Customer, to release securities of our own choice. We shall be entitled to repudiate a contract if an application to open bankruptcy proceedings has been made with respect to the Customer’s assets.

8. Published Details
Unless explicitly described as binding, all details and illustrations contained in our brochures and catalogues shall merely represent approximate values common in the industry. The onus shall rest on the Customer to undertake his own examination as to whether the goods are suitable for the intended purpose.

9. Warranty
In the event of complaints regarding recognisable defects, wrong deliveries or substantial differences in quantity, notification must be made to us without delay and in writing at the latest within ten days of delivery of the goods. If the Customer does not make notification of any defects within this period, the goods shall be deemed to have been approved free of defects. Relevant for the purposes of determining whether the condition of the merchandise is in compliance with the contract is the point in time at which risk passes to the Customer as per Article 3. Concealed defects must be notified in writing without delay upon their discovery. We must be given the opportunity to verify any defect notified. We shall grant a warranty for freedom from defects as defined by the state of the art for a period of two years from the date of delivery. Excluded from warranty are damages resulting from wear and tear, improper handling, faulty assembly or any servicing. The same applies for defects that only negligibly reduce the value or functionality of the merchandise. In the event of a justified and timely complaint, we shall, at our discretion, undertake either improvement or replacement of the goods; all further claims, in particular claims for consequential damage, shall be excluded. In the event that such improvement or replacement fails, the Customer shall retains the right to demand a reduction of the purchase price or rescission of the contract.

10. Place of Performance and Court of Jurisdiction
Place of performance, place of payment and court of jurisdiction, including that for legal actions on bills of exchange or checks, shall be, as far as admissible, Brakel. This contract shall be governed exclusively by German law. The United Nations Convention of 11.04.1980 on Contracts for the International Sale of Goods (CISG - “Vienna Sales Convention”) shall not apply.

11. Closing
Provision The legal invalidity of individual provisions shall not otherwise affect the enforceability of these General Terms and Conditions of Sale.