1. General provisions, scope
1.1. All deliveries, supplies of goods and services, and sales transactions shall be carried out in accordance with the terms and conditions of delivery, processing and payment set out in these General Terms and Conditions of Sale and Delivery. These terms are integral to all contracts we sign with our customers for supplies of goods or services we offer.
1.2. We do not recognise standard business terms of our customers that contradict or deviate from our general terms and conditions unless we have expressly agreed to their validity in writing.
1.3. In the case of ongoing business relationships, these General Terms and Conditions of Sale and Delivery shall also apply to future transactions in which no express reference is made to them, provided that they have been received by the customer in connection with an order previously confirmed by us, and also if we perform a delivery or render a service to the customer without reservation in the knowledge of deviating or conflicting terms and conditions of the customer.
1.4. The General Terms and Conditions of Sale and Delivery shall only apply in relation to entrepreneurs, legal entities under public law or special funds under public law.
2. Offers and contract conclusion
2.1. Our offers are subject to confirmation and non-binding, unless they are expressly designated as binding or contain a specific acceptance period.
2.2. The data (information) listed in the offer and the documents associated with the offer, such as brochures, illustrations, drawings, plans, calculation tables as well as information on dimensions and weights, are only to be regarded as approximate average values and are only approximations, unless usability for the contractually intended purpose requires exact conformity or unless they are expressly designated as binding. They are not guaranteed characteristics of quality, but descriptions or identifications of the supply of goods or services, and only represent a statement of quality if we have expressly declared the quality as a ‘characteristic’ of the products; otherwise, they are non-binding general performance specifications. Deviations customary in the trade, and deviations which occur owing to legal regulations or which represent technical improvements, as well as the replacement of components by equivalent parts, are permissible provided that they do not impair usability for the contractually intended purpose.
2.3. In the absence of a special agreement, a contract shall only be concluded upon our written order confirmation (including by fax) or delivery of the goods. All agreements on the content of the contract are finally specified in the written order confirmation from us, and are binding, provided that the
customer does not object in writing without undue delay. Ancillary agreements or changes to the agreements made between the parties, including these General Terms and Conditions of Sale and Delivery, must always be made in writing to be effective.
3. Call orders
3.1. Where call orders have been issued, the acceptance period shall be 12 months from the date of confirmation of the order by the seller, unless the parties have made a written agreement to the contrary.
3.2. If products have not been accepted by the end of the acceptance period, all remaining stocks can be shipped.
3.3. In the case of call-off orders that do not contain detailed acceptance periods, production batch sizes and acceptance dates, DRACHE may demand a binding specification of such items by the customer no later than three months after confirmation of the order by the seller or may undertake such specifications itself.
4. Prices and payment terms
4.1. The prices apply to the scope of supply and service listed in the order confirmations. Additional or special services will be charged separately. The prices are in EUROS, ex works, plus packaging, statutory Value Added Tax, customs duties in the case of export deliveries, along with fees and other public charges unless agreed otherwise in writing.
4.2. Insofar as the agreed-upon prices are based on our list prices, with delivery scheduled to be made more than four (4) months after contract conclusion, our list prices applicable at the time of delivery will apply (less the agreed-upon percentage discount or fixed discount amount).
4.3. Invoices must be paid within 30 days without any deductions, unless otherwise agreed in writing. The effective date of payment is the day on which we receive it. Cheques shall only be accepted as payment from the date of redemption. We reserve the right to reject cheques or bills of exchange. Cheques or bills of exchange eligible for rediscount shall be accepted only on account of performance, and all associated costs shall be borne by the customer. If the customer does not pay on the due date, outstanding amounts shall bear interest commencing on the due date at an annual rate of 8 percentage points above the base interest rate in accordance with section 247 of the German Civil Code. This is without prejudice to the right to claim additional interest and additional damages in the event of default.
4.4. The customer shall only be entitled to set-off rights or the retention of payments due on the basis of counter-claims that are not disputed or have been finally determined by a court. Furthermore, the customer shall only be entitled to exercise a right of retention if its counterclaim is based on the same contractual relationship.
4.5. We are entitled to make deliveries or provide services solely against provision of advance payment or security if after conclusion of the contract we become aware of circumstances that raise serious doubts about the customer’s creditworthiness and which may jeopardise the customer’s payment of amounts owed to us under the applicable contractual relationship, including receivables from other individual contracts to which the same framework agreement (master contract) applies.
5. Delivery and acceptance obligation, default of acceptance
5.1. Delivery times (delivery dates or deadlines) stated by us are non-binding unless fixed delivery times are expressly agreed as binding in the written order confirmation. We shall make our best efforts to comply with delivery times that are non-binding or given only approximately (for example indicated as ‘approx.’, ‘about’, etc.). Delivery times commence upon date of order acknowledgement. Compliance with binding delivery dates on our part presupposes the timely clarification of all commercial and technical questions between the contracting parties as well as the timely fulfilment of all obligations incumbent upon the customer (e.g. provision of any necessary certificates, releases or the payment of an agreed advance payment, etc.). Should this not be the case, delivery times shall be extended accordingly. This does not apply if we are responsible for the delay. If the customer has requested changes after the order has been placed, a new delivery period shall begin upon our confirmation of the change. The delivery period is deemed to have been adhered to when the delivery item(s) have left our facilities or readiness for shipment has been communicated by the time of its expiry. In cases in which acceptance is to take place on a date confirmed in writing, the acceptance date shall be decisive – except in the case of refusal of acceptance on legitimate grounds – or alternatively, notification of readiness for acceptance.
5.2. Meeting agreed delivery times is subject to our receiving proper, timely deliveries from our suppliers.
5.3. Delivery times shall be extended, without prejudice to our rights arising from default on the part of the customer, by the period of time by which the customer fails to meet its obligations to us. If the shipment or acceptance of the order is delayed for reasons for which the customer is responsible, it will be charged for the costs incurred by such delay, starting one month after notification that the order is ready for shipment or acceptance.
5.4. We are not liable for the impossibility of delivery/performance or for delays in delivery, insofar as these are caused by force majeure or other events not foreseeable at the time of concluding the contract (e.g. operational disruptions of all kinds, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, shortage of personnel, energy or raw materials, difficulties obtaining the necessary official permits, official measures or the lack of, incorrect or late delivery by suppliers) for which we are not responsible. To the extent that the events referred to above impair or prevent our delivery or performance and such impairment is not merely of a temporary nature, we shall be entitled to rescind the contract. In the event of temporary hindrances, delivery or performance deadlines shall be extended for the duration of the hindrance plus a reasonable start-up period. If the customer cannot be expected to accept the delivery or service as a result of the delay, it can withdraw from the contract by means of an immediate written declaration to us.
5.5. If we are in default of delivery for reasons for which we are responsible, and if the customer suffers damage as a result, the customer shall be entitled to demand compensation for the delay at a fixed rate to the exclusion of any further claims. Such fixed rate amounts to 3% of the delivery value for each full week of delay, up to a maximum of 10% of the delivery value. Further claims as a result of late delivery shall be determined exclusively as provided in Clause 10.
If, in the event of default, the customer grants us a reasonable period for performance (taking applicable statutory exceptions into account) and if such deadline is not met, the customer shall be entitled to withdraw from the contract within the framework of applicable law. The customer agrees to provide us with reasonable notice of its intention to exercise said right of withdrawal. The customer can withdraw from the contract without setting a deadline if our entire performance is made finally and conclusively impossible before the passage of risk. In addition, the customer may withdraw from the contract if, following delivery, we are unable to deliver a part of the order and the customer has sufficient grounds to reject a partial delivery. If this is not the case, the customer shall pay the price agreed for any partial delivery actually made. The same applies in the event of our inability to perform. Clause 10 shall apply in all other respects. If the impossibility or inability occurs during any default of acceptance, or if the customer is solely or predominantly responsible for the circumstances concerned, it shall remain liable for payment of consideration.
5.6. The limitation of liability pursuant to Clause 5.5 shall not apply if a commercial transaction for delivery by a fixed date has been agreed; the same shall apply if, owing to the delay for which we are responsible, the customer is entitled to claim immediate compensation for damages in lieu of performance.
5.7. Unless otherwise agreed, we are entitled to make partial deliveries and render partial services, provided that the partial delivery or partial service is usable by the customer within the scope of the contractually intended purpose, delivery of the remaining ordered goods is ensured and the customer does not incur any significant additional expenses or additional costs as a result.
5.8. We shall reserve the right to any customary or technically unavoidable deviations and/or changes to physical and chemical quantities, including colours, formulas, processes and the use of raw materials as well as order sizes, as far as this may not be accepted as unreasonable by the customer. In addition, we are entitled to make deviations from drawings and descriptions enclosed with our offers and order confirmations that are due to manufacturing considerations or by improvements, experience or advances in technology without the approval of the customer, provided that we do not charge for any additional costs related to such changes.
5.9. Oversupplies or shortages of up to 10% are permissible. In the event of a short delivery, customers who have duly notified us of the short delivery in accordance with section 377 of the German Commercial Code, and have provided such notice within the period specified in Clause 9.1, shall only owe the delivery price corresponding to the quantity actually delivered. The customer is liable for excess deliveries of up to 10% if the customer has not duly given notice of defect in accordance with section 377 of the German Commercial Code within the period specified in Clause 9.1. In such cases, the customer shall also owe that portion of the price increase attributable to the excess delivery. Excess or short deliveries do not entitle the customer to refuse acceptance or to withdraw from the contract.
6. Packaging, shipping and passage of risk
6.1. Unless otherwise agreed, we will choose packaging, shipping method and shipping route. In all other respects, shipping and transport shall be at the risk of the customer.
6.2. At the latest, risk passes to the customer upon transfer of the delivery item (wherein the commencement of the loading process is decisive) to the forwarder, haulier or other third party specified for shipping. This shall also apply to partial deliveries or if we have agreed to handle additional services (such as shipping). If the shipping or transfer is delayed as a result of a circumstance under the customer’s control, risk shall pass to the customer on the day on which the delivery item was ready for dispatch, provided we have notified the customer accordingly.
6.3. If shipping or acceptance is delayed or fails as a result of circumstances that cannot be imputed to us, risk shall pass to the customer from the date of notification of readiness for shipping or acceptance.
6.4. At the customer’s written request, the goods will be insured against risks to be specified by it at the customer’s expense.
7. Installation and commissioning
7.1. If it has been agreed that DRACHE is responsible for the installation and commissioning of the delivery item, the customer shall ensure, at its own expense, that:
7.1.1. All the conditions required to enable DRACHE to install and commission the equipment are satisfied on a timely basis. Without limitation, this includes, as the case may be, the provision of skilled and unskilled workers, equipment, power as well as working and operating materials and the parts to be set up and put into operation at the place of use.
7.1.2. Suitable space is available at the installation site for the storage of any required items and accommodations for employees;
7.1.3. All measures necessary for the protection of persons and property at the installation site have been taken and the installation manager has been informed of safety regulations in place at the customer’s premises that are to be observed by the personnel.
7.2. If the customer is unable to carry out specific preparatory work and services, or provide the necessary equipment, etc., such items may – to the extent possible – be carried out or provided by DRACHE and any costs incurred shall be charged to the customer.
7.3. In the case of installations to be performed abroad, all entry, work and other necessary permits shall be obtained by the customer at the customer’s expense.
8. Retention of title
8.1. We shall retain title to goods and systems supplied by us (‘goods subject to retention of title’) until our claims out of the business relationship with the customer have been duly settled, including all future claims out of subsequent contracts. This shall also be applicable if any individual, or all, accounts receivable have been included in one running invoice (current account) and the balance has been calculated and acknowledged.
8.2. Processing or transformation of the goods subject to retention of title by the customer is at all times deemed to be undertaken for our benefit. If the purchase item is processed with other objects that do not belong to us, we shall become co-owners of the new object in proportion to the item’s sale value (invoiced amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the object created by processing as to the goods delivered subject to retention of title.
8.3. If the goods subject to retention of title are inseparably mixed with other objects that do not belong to us, we are co-owners of the new object in proportion to the object of sale’s value at the time of mixing (final invoiced amount, including VAT) to the other mixed objects. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer transfers proportional co-ownership to us. The customer shall safeguard the sole right ownership or right of co-ownership thus created on our behalf.
8.4. The customer is entitled to resell goods subject to retention of title in the ordinary course of business. If the goods under retention of title are not immediately paid by the third buyer in case of any resale, the customer in turn shall be obliged to resell the goods only under retention of title. The customer is not entitled to dispose of the goods subject to retention of title, in particular by pledge of transfer by way of security, in any other way. Furthermore, the customer is only permitted to resell the goods subject to retention of title if it is not in default of payment. The customer hereby assigns to us by way of security its claim from any such resales in relation to its customer with all ancillary rights, irrespective of whether the goods subject to retention of title have been resold without or after processing. We hereby accept such assignment in advance. The assignment shall apply including any balance claims. However, such assignment shall only apply to the amount corresponding to the price of the goods subject to retention of title invoiced by us. The portion of the claim assigned to us shall be satisfied as a matter of priority.
8.5. If the customer combines the goods subject to retention of title with real estate, it hereby likewise assigns to us, without any further special declarations being required, the claim to which it is entitled as remuneration for such combination, in the amount corresponding to the price of the goods subject to retention of title invoiced by us.
8.6. Until notice of revocation, the customer shall be authorised to collect receivables assigned to us in accordance with this Clause 8 (Retention of title). The customer shall immediately forward payments made on the assigned claims to us up to the amount of the secured claim. In case of a legitimate interest, including but not limited to, situations involving delay/default in payment, suspension/cessation of payments, opening of insolvency proceedings, protest of a bill of exchange or strong evidence of excessive indebtedness or impending insolvency on the part of the customer, we are entitled to revoke the customer’s entitlement to collect claims. In addition, we may, after prior warning and within a reasonable period of time, disclose the assignment by way of security, realise the assigned claims and demand disclosure of the assignment by way of security by the customer to any buyers.
8.7. In the event a legitimate interest is confirmed, the customer must provide us with the information required to assert our rights against the buyers, and supply all necessary documents.
8.8. The customer shall notify us immediately of any seizure, confiscation or other dispositions or interventions by third parties. In the event that third parties are not in a position to reimburse us the costs of a claim in or out of court pursuant to section 771 of the Code of Civil Procedure, the customer shall be liable for the loss which we suffer. The resale of goods subject to retention of title is only permitted for resellers in the ordinary course of business and only under the conditions that the payment of the equivalent value of the goods subject to retention of title is made to the customer. Furthermore, the customer shall agree with its buyer, that such buyer will acquire ownership only upon payment in full.
8.9. Should the realisable value of all security interests due to us exceed the amount of all secured claims by more than 10%, we will, at the customer’s request, release an appropriate amount of the security interests at our option. It is assumed that the requirements of the above sentence are fulfilled if the estimated value of the securities to which we are entitled reaches or exceeds 150% of the value of the secured claims. We are entitled to choose between various security interests for release.
8.10. In the event of breaches of duty by the customer, in particular default in payment, we shall be entitled, even without setting a deadline, to demand the return of the goods subject to retention of title and/or – if necessary, after setting a deadline – to withdraw from the contract; the customer is obliged to return the goods. The request for a return of goods subject to retention of title does not constitute a declaration of rescission by us unless this is expressly stated.
8.11. The customer is obliged to carefully store goods subject to retention of title for us, maintain or repair them at its own expense and sufficiently insure such goods at replacement cost against theft, breakage,
fire and water damage. The customer hereby assigns to us, in advance, its claims due from the respective insurance companies under such insurance contracts arising from a claim relating to the goods subject to retention of title in the amount of the value of such goods, and we hereby accept such assignments. The customer shall provide us with proof of sufficient insurance cover on its own initiative. If the customer has demonstrably taken out inadequate insurance for the goods subject to retention of title, we are entitled but not obliged to insure such goods against theft, breakage, fire and water damage at the customer’s expense.
9. Warranty (liability for defects and material defects)
9.1. After having been delivered to the customer, or to a third party designated by the customer, all items that have been delivered must be carefully inspected without undue delay. The items will be deemed accepted unless we receive, within seven (7) business days from the date of delivery of the items, or else within seven (7) business days from the discovery of a defect, or from any earlier point in time at which a defect was detectable by the customer in the normal use of the delivery item without closer inspection, a written complaint (notice of defects) specifying the apparent defect(s) or any other defect(s) detectable upon immediate careful inspection.
9.2. In the event of legitimate and timely notice of defects, at our option we shall cure the defect concerned by means of repair or delivery of a defect-free replacement. After prior arrangement with us, the customer must grant us the necessary time for all repairs and replacement deliveries we deem necessary; otherwise we will be released from any liability for ensuing consequences. Only in urgent cases of danger to operational safety or to prevent disproportionately high damages, in which case we must be notified immediately, the customer shall have the right to remedy the defect itself or have it remedied by third parties and to demand that we reimburse the necessary expenses. We shall bear – insofar as the complaint proves to be justified – the costs of repair or replacement including shipping (with the exception of express and international shipping) as well as the reasonable costs of removal and installation; furthermore, if this can reasonably be demanded according to the situation of the individual case, the costs of any necessary provision of our installers and other personnel.
9.3. We are entitled to refuse to attempt cure pursuant to applicable statutory provisions. An attempt at cure may also be refused if the customer has not sent us the goods which are the subject of the complaint in response to our corresponding request. The customer may demand withdrawal from the contract or a reduction in price in accordance with applicable statutory provisions, but in any event no earlier than the expiry of two reasonable grace periods set by the customer for cure without results, unless setting a grace period for cure is not required in accordance with applicable statutory provisions. In the event of withdrawal from the contract, the customer shall be liable for any intentional or negligent actions that result in destruction, loss of the goods or undrawn benefits.
9.4. The provisions of Clause 10 shall apply to any damage and compensation claims by the customer.
9.5. Unauthorised reworking and improper handling by the customer or a third party shall exclude liability on our part for the consequences arising therefrom. The same shall apply to any changes to the goods made by the customer or a third party without our prior consent.
9.6. No liability shall be assumed for parts subject to wear and tear, unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling – in particular excessive stress – improper maintenance, unsuitable operating materials, replacement of materials, defective construction work and unsuitable building ground. Liability shall also be excluded if the customer or a third party carries out improper repairs or modifies the delivery item without our consent.
9.7. Recourse claims pursuant to sections 478, 479 of the German Civil Code are only available if the claim by the consumer was justified and only to the extent provided for by law, but not for promises not agreed with us and such claims presuppose that the party entitled to recourse has complied with its own obligations, in particular the obligation to give notice of defects.
9.8. Guarantees must be agreed in writing. Such a guarantee declaration is only valid it if adequately describes the content of the guarantee as well as the duration and the geographical scope of the guarantee protection.
10. General limitation of liability and limitation periods
10.1. We shall be liable according to applicable statutory provisions, if the customer asserts claims for damages or reimbursement of expenses (hereinafter referred to as: ‘claims for damages’) based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Furthermore, we shall be liable in accordance with applicable statutory provisions if we have culpably breached a material contractual obligation, as well as in cases of injury to life, limb or health and to the extent that we have assumed any guarantees.
10.2. Compensation for the breach of a material contractual obligation is limited to the foreseeable, typically occurring damage, insofar as there is no intent or gross negligence and insofar as there is no liability for injury to life, limb or health or from guarantees assumed or in the case of mandatory liability under the Product Liability Act. In cases of simple negligence, we shall only be liable for damage caused by delay in accordance with Clause 5.4.
10.3. In all other cases, liability for damages – irrespective of the legal nature of the claim asserted – is excluded. Accordingly and in particular, we shall not be liable for damages that have not occurred to the delivery item itself, such as loss of profit and other financial losses of the customer. The preceding limitations of liability apply equally to claims for reimbursement of expenses by the customer. However, such claims by the customer shall not exceed the customer’s interest in the performance of the contract, Clause 10.2 notwithstanding.
10.4. The mandatory provisions of the Product Liability Act shall remain unaffected.
10.5. The limitation period for claims and rights based on deficiencies in supplies of goods and services, regardless of the legal grounds, shall be one year. However, this shall not apply in instances of section 438 (1) no 1 BGB (Legal defects in immovable items), section 438 (1) no 2 BGB (Buildings, items for buildings), section 479 (1) BGB (The contractor’s right of recourse) or section 634a (1) no 2 BGB (Buildings or work, the success of which consists in the provision of planning or supervisory services therefor). The applicable limitations period in such cases is three years. The limitation periods referred to above shall also apply to all claims against us for compensation of damages relating to the defect – regardless of the legal basis of the claim. However, such limitation periods shall apply with the following proviso:
The limitation periods shall in general not apply in the event of wilful intent or fraudulent concealment of a defect or if we have given a guarantee for the quality of the object of the contract.
The limitation periods shall likewise not apply to claims for compensation of damages based on a grossly negligent breach of duty or on a culpable breach – which does not consist of the delivery of a defective item or the provision of inadequate services and works – of essential contractual obligations; they shall also not apply in cases of culpably caused injury to life, limb or health or for claims under the Product Liability Act. The limitation periods for claims for damages shall also apply to the reimbursement of wasted expenditure.
The limitation period for all claims begins when the goods are delivered or when services have been accepted.
10.6. To the extent not expressly agreed otherwise, applicable statutory provisions on the commencement of a limitation period, the suspension of the expiry of the limitation period, and the suspension and resumption of limitation periods shall remain unaffected. The provisions set out above shall apply accordingly to claims for damages that are not related to a defect. Clause 10.5, first sentence shall apply to the limitation period. The burden of proof borne by the customer shall not be shifted or altered by the preceding provisions.
11. Industrial property rights and defects in title
11.1. If we are obliged to deliver according to drawings, models, samples or using parts supplied by the customer, the customer warrants that this does not violate the proprietary rights of third parties in the country of destination of the respective goods. The customer shall inform us of any rights of which it is aware. The customer shall indemnify us against claims of third parties and pay compensation for any damage incurred. If production or delivery is prohibited by a third party with reference to an industrial property right belonging to such third party, we are entitled – without verifying the legal claim – to stop work until the legal situation has been clarified by the customer and the third party. We shall be entitled to withdraw from the contract should continued contractual performance no longer be reasonable for us as a result of the delay.
11.2. Drawings and samples provided to us that did not result in a contract shall be returned on request; otherwise we shall be entitled to destroy them three months after submission of the offer. The obligation applies to the customer accordingly. In addition, it is obliged not to make corresponding drawings and samples available to third parties unless it has our express written consent to do so. The party entitled to destroy the goods must inform the contracting party of its intention to destroy the goods on a timely basis in advance.
11.3. We are entitled to copyrights and, if applicable, industrial property rights, in particular all rights of use and exploitation to the models, moulds and devices, drafts and drawings designed by us or by third parties on our behalf.
11.4. We retain ownership and copyright of all documents provided by us. They may not be disclosed to third parties or used for advertising purposes and must be returned upon request.
11.5. Clauses 9–10 shall apply accordingly if there are other defects in title.
12. Moulds (dies)
12.1. The price for moulds also includes the costs for one-time sampling, but not the costs for testing and processing equipment and for changes initiated by the customer. Costs for further sampling for which the customer is responsible shall be borne by the customer.
12.2. Unless otherwise agreed, we are and remain the owner of the moulds produced for the customer by us or by a third party commissioned by us. Moulds shall be used exclusively for orders placed by the customer, provided that this is contractually agreed and as long as the customer meets its payment and acceptance obligations. We are only obliged to replace such moulds free of charge if necessary for the fulfilment of an output quantity guaranteed to the customer. Our storage obligation lapses two years after the last delivery of parts from the mould, but only after timely prior notification of the customer.
12.3. If, according to the agreement, the customer is to become the owner of the moulds, ownership shall pass to them after full payment of their respective purchase price. The moulds will be stored for the benefit of the customer in lieu of a transfer of possession to the customer. The customer’s statutory claim to surrender and the service life of the moulds notwithstanding, we shall be entitled to exclusive possession of them during the agreed term of the contract. We shall mark the moulds as third-party property and insure them at the customer’s request and expense.
12.4. In the case of customer-owned moulds in accordance with paragraph 12.3 and/or moulds provided by the customer on loan, our liability with regard to storage and care shall be limited to the care we take in our own affairs. Costs for maintenance and insurance shall be borne by the customer. Our obligations shall lapse if the customer fails to collect the moulds within a reasonable period after completion of the order and a request to that effect. We shall in any case have a right to retain the moulds as long as the customer has not fully satisfied its contractual obligations.
13. Provided materials
13.1. If materials are delivered by the customer, they must be delivered on time and in perfect condition at the customer’s expense and risk with an appropriate quantity surcharge of at least 5%.
13.2. If these conditions are not satisfied, the delivery term shall be extended accordingly; except in cases of a force majeure event, the customer shall also bear any additional costs incurred for interruptions in production. This is without prejudice to additional claims.
14. Place of performance and jurisdiction
14.1. The place of performance for all duties arising from the contractual relationship is Diez/Lahn unless otherwise agreed.
14.2. The exclusive place of jurisdiction for all disputes is Diez/Lahn. We shall be entitled to bring legal action against the customer at its general place of jurisdiction.
14.3. For all the legal relationships between us and our customers, the laws of the Federal Republic of Germany apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
14.4. The contract language is German.
14.5. Should any clause in these General Terms and Conditions of Sale and Delivery be or become invalid, this shall not affect the validity of the remaining clauses or the underlying contract. In such a case, the parties agree to replace the invalid provision with a valid provision.