The following terms and conditions shall govern the business relationshipswith the Customer to the exclusion of all other terms and conditions of business. Agreements amending or supplement in these terms and conditionsside agreements as well as the Customer's terms and conditions shall only be valid if they have been confirmed by us in writing. Commercial agents and sales representatives may not make or accept binding statements on our behalf.
2. Quotes, documents
Any quote we provide is non-binding. Any technical specifications provided in brochures, catalogues, printed material, advertising, circulars and price lists are approximate and considered accurate at the time of going to print.
The documents enclosed with a quote do not constitute a guarantee regarding the condition or durability of our services. They are provided for reference purposes only and must not be made available to third parties.
Requests are binding for the buyer. We are only obliged to fulfil orders that we have confirmed in writing.
4. Prices and payment
All prices are ex works Rosenfeld and exclude packaging, postage, shipping and insurance costs. In the event of continuing obligations, we reserve the right to change prices if costs go up, in particular on the basis of collective agreements and changes to the price of materials or energy. We also reserve the right to change prices if costs go down. In such cases, the price will change based on the change in cost factors. The contract may be terminated by either party if the price changes by more than 5%. Invoices for deliveries must be paid on a net basis and credited to our account within 30 calendar days. Agents, trade representatives, advisors and field agents are not authorised to make agreements regarding collection and deferral.
The buyer is only entitled to offset or retain amounts if their counterclaims are uncontested or established in law, even if defects have been reported.
All of our claims will be due immediately without consideration of bills of exchange if the buyer is in arrears (for current or previous orders) or in circumstances which have the potential to have a negative impact on the creditworthiness of the buyer. In such cases we will also be entitled to demand an advance payment or collateral before making delivery or to withdraw from the contract and demand compensation after an appropriate grace period.
5. Surcharge for small orders, excess and short deliveries
For small orders, the following processing fees shall apply:
Up to EUR 50.00 = EUR 10.00
EUR 50.01 to EUR 100.00 = EUR 7.50 In case of
special designs, deviations in quantities of up to 10% shall be permitted for each delivery.
6. Reservation of title
We shall reserve the title to the supplied goods until the purchase price has been paid. However in a commercial transaction our reservation of title shall only expire if all claims against the Customer under the business relationship have been settled.Any processing shall be carried out by the Customer for us. If our goods are further processed or combined with other goods we shall acquire a co-ownership share equal to the value of our goods. If the Customer is a dealer, the Customer may sell the goods subject to reservation of title by means of a sales transaction. The Customer is not allowed to dispose of the goods otherwise. The Customer shall assign the accounts to which the Customer is entitled from a resale to us in advance up to the amount of our invoice for the goods subject to reservation of title. The Customer shall be authorised to collect the assigned accounts. At our request the Customer shall have to notify the Customer's debtors of the assignment. The Customer’s authorisation to dispose of the goods subject to reservation of title and to collect the assigned accounts shall expire in the event of non-compliance with the terms and conditions of payment, if the Customer stops making payments as well as in cases in which drafts and cheques are protested. In such cases we shall be entitled to take possession of the goods subject to reservation of title. The costs incurred as a result of this shall be borne by the Customer.The Customer has to notify us straight away of impending and completed third party seizures of the goods subject to reservation of title or on the assigned accounts. The costs of interventions shall be borne by the Customer.
If the value of the securities provided to us exceeds our accounts by a total of more than 20% we shall be obliged to release the above-named securities at the Customer’s request.
7. Delivery dates, default
If we are prevented from rendering our services on time by unforeseeable events or by events for which we are not to blame, and such events are unavoidable if reasonable care is taken, the period allowed for performance shall be extended as appropriate. In such cases new deadlines are to be agreed by mutual consent.The delivery period shall begin when our written order confirmation is sent out, but not, however, before any agreed advance payments have been received, all the documents required to carry out the order have been furnished and all technical details have been clarified. The Customer shall be obliged to fulfil all preconditions incumbent upon the Customer for the transactions to be carried out on time. The agreed delivery dates shall be regarded as having been complied with once we have stated our willingness to render the service.
8. Transport, transition of risk
Any and all risk shall pass over to the Customer at the latest once the item leaves our premises. This shall also apply when dispatch is carried out with our own means of transport. If dispatch is delayed for reasons outside of our responsibility, any and all risk shall consequently pass to the Customer from the day on which we are ready to dispatch. Should the Customer not take delivery of the items to be supplied immediately once the Customer has been notified that they are ready for dispatch, we shall, if possible, put them into storage for the Customer at the Customer's risk. Storage of the goods shall not release the Customer from any payment duty, which shall materialise at the point in time at which the goods are made available.
9. Requirement to inspect and give notice of a defect
The Customer shall inspect the goods immediately upon delivery and give notice in writing of defects within 14 days of receipt of goods or rendering of a service at the place of destination. If complaints or defects are not notified on time goods and services shall be deemed to be approved. The Customer shall notify us of any hidden defects within 14 days of their discovery at the latest.
10. Warranty, liability for defects
The period covered by warranty is 24 months. If the goods/services are defective, the Customer shall consequently be entitled to a repair or to the supply of a replacement. We shall be entitled to refuse to carry out a repair or to supply a replacement if this would entail disproportionately high costs. If it has not been possible to rectify the defect at a second attempt, the Customer may cancel the purchase or reduce the purchase price and demand compensation for damages in accordance with Item 11. The Customer’s claims based on our liability for defects shall lapse if the Customer does not allow us the necessary time and opportunity to rectify the defect within normal business hours. The warranty shall lapse if defects occur as a result of tampering by non-authorised parties. The warranty stated above shall only cover the scale and costs which would arise if the purchased item had been taken to the Customer’s place of residence or business premises. If our expenses are increased as a result of the purchased item having been taken to another location, the Customer shall bear these additional costs.
There is no limit on our liability for cases of death, injury or damage to health for which we are responsible.
We will also be liable in cases of gross negligence or deliberate acts. Our liability will be limited to the foreseeable damages typical for this type of contract unless there has been a deliberate act on our part and there has been a case of death, injury or damage to health for which we are responsible.
We will also be liable if we are responsible for violating obligations essential to performance of the contract and which the buyer would reasonably expect us to observe. Our liability will be limited to the foreseeable damages typical for this type of contract unless there has been a deliberate act on our part and there has been a case of death, injury or damage to health for which we are responsible.
We will also be liable if we maliciously conceal a defect or provide a guarantee. If we provide a guarantee, our liability will be limited by the terms of the guarantee. We will also be liable when this is required by law, e.g. the German Product Liability Act.
Regardless of the legal basis, our liability will be excluded in all other cases unless specified otherwise in these terms.
Any exclusion or limitation of liability under these terms also applies to the personal liability of our decision-making bodes, legal representatives, employees and agents.
12. Validity clause
If individual provisions of these terms and conditions are or become invalid, the remaining agreements shall not be affected as a result.
13. Place of jurisdiction, applicable law
The place of jurisdiction is Balingen, Germany. These terms and conditions shall be governed by the law of the Federal Republic of Germany with the exclusion of the United Nations Convention on Contracts for
the International Sale of Goods.
Blickle Räder+Rollen GmbH u. Co. KG, Rosenfeld, registered in the Magistrates' Court of Stuttgart No. HRA 410183