Terms And Conditions

I. Validity

1. The following Terms of Business shall apply exclusively for corporate or public law business partners.

2. The following Terms of Business shall apply exclusively for all deliveries and services performed by the Supplier including those in the future.

3. Terms and conditions of the Purchaser shall not be acknowledged, even when they are not expressly rejected.

4. Should two letters of confirmation with different provisions cross in the mail, our letter of confirmation shall rule.

5. Should the object delivered by us be a machine, the machinery manufacturer’s terms and conditions shall be additional part of the sales agreement.

6. The goods supplied by us are determined for use within the country. Export shall be subject to our express agreement.

 

II. Conclusion of agreement

1. Our quotations are non-binding unless expressly stated to the contrary. Samples and specimens shall be con­sidered as approximate inspection items.

2. Quality, dimensions and coloring shall not provide the basis for warranty claims on the part of the Purchaser. Printing, typing and calculation errors, telephonic misunderstandings, errors in drawings or measurements shall not provide the basis for warranty or performance obligation claims against us. The Purchaser shall inform us without delay of any misunderstandings of this type.

3. In the event that we provide an estimate but that no order is placed, we are entitled to charge a reasonable remuneration for the calculation of the estimate.

4. In the event of the purchaser cancelling an order without just cause we are entitled to claim 10% of the net sales price plus VAT to cover all the costs arising from the processing of the order and for lost profit, notwithstanding the possibility to put forward a claim if the actual damage is higher. It is the duty of the Purchaser to prove that the damage is lower.

 

III. Prices

1. Prices are to be understood plus packing, freight and VAT valid at the date of supply.

2. We reserve the right for price changes if the time span between conclusion of contract and agreed date of delivery is longer than three months. Should labor or material cost or market cost price increase within this time span, we reserve the right to increase the price in a reasonable relation to the cost increase. The Purchaser is permitted to withdraw the order only, if the price increase exceeds the increase in general cost of living by a not unreasonable percentage.

3. We shall be entitled to quote a treatment rate for orders less than € 60,–.

 

IV. Delivery

1. The extent of supply is determined by our written order confirmation.

2. The delivery schedule starts at dispatch of the order confirmation, but not before the Purchaser has rendered all necessary information and agreed down payments.

3. The delivery schedule is kept, if readiness for dispatch has been announced or the purchased good has left our stocks or works before its expiration.

4. The delivery schedule shall be extended in the event of unforeseeable circumstances beyond our control, such as breakdowns, late delivery from suppliers, as far as these obstructions have a major influence on the delivery of the purchased good. This shall apply also if such events occur at our suppliers. The delivery schedule is extended by the duration of such events or obstructions. The named events are not to be answered for by us, even if they occur during already prevailing delays. In major cases, we shall inform the Purchaser about the end of such obstructions.

5. We shall be entitled to make partial deliveries within the confirmed delivery schedule. Each partial delivery may be invoiced separately.

6. In the event of delivery delays, the Purchaser shall grant us a written Period of Grace. Should circumstances arise which severely hinder delivery of performance we shall be entitled to withdraw from the agreement.

7. Delivery quoted ex warehouse shall be subjected to prior sales.

8. The warranty shall be limited to 12 months from the date of transfer of risk or 6 months in the case of goods subject to exceptional stress, e.g. multishift operation. Claims for replacement for statutory reasons other then warranty claims shall be limited to one year from the date of transfer of risk, unless the statutory period is shorter.

9. Where delivery is made using tools designed according to individual specifications or drawings, the quantity supplied may vary by 15% in either direction from the quantity agreed. We shall be entitled to make minor alte­rations if necessary for technical reasons. Deviations of up to 10% in the quoted weights shall be tolerated by the Purchaser.

 

V. Dispatch

1. Dispatch shall be at the expense and risk of the Purchaser. We shall not be obligated to effect transport by the cheapest means. The same shall apply to the conclusion of transport insurance.

2. Deliveries lost during transport must be claimed by the recipient who shall not, however, be released from payment obligations.

3. Return deliveries shall only be accepted with our express permission. A credit note minus 30% administrative cost shall be issued for such returns, made at the Purchaser’s expense. Only goods in unused, perfect condition in complete packing units will be accepted for return on presentation of the invoice.

 

VI. Payment

1. Place of fulfilment is Karlsruhe.

2. In the case of cash sales the purchase price shall be payable on receipt of the goods without deduction. The same shall apply to all invoice amounts of less than € 60,–.

3. All other invoices shall be payable within 30 days of the date of invoice without deduction. For payment within 14 days a 2% discount shall be allowed.

4. In the case of unknown purchasers, we reserve the right in the absence of suitable references to effect delivery COD.

5. In the event of delays in payment, we shall be entitled to charge interest on arrears of 10% above the bank rate of the Deutsche Bundesbank (German Federal Bank) plus sales tax without prior notice. Other claims for damages shall remain unaffected. Checks and Bills of exchange shall only be accepted by agreement and in fulfilment of obligations. Discount charges shall be paid by the Purchaser without delay. We shall not be obliged to submit or protest the documents.

6. In the event that the Purchaser does not meet its payment obligation or that circumstances come to light which give us reason to believe that the Purchaser’s creditworthiness is suspect, we shall be entitled to set due all our outstanding claims for immediate payment, even where checks or bills of exchange have been excepted. In the event of non fulfilment of payment obligations, all special agreements expire. Also, we are only obliged to further supply or service if the Purchaser pays in advance.

7. The Purchaser shall not be entitled to withhold payment. Non-traders shall only be entitled to withhold payment if the set-off refers to the same agreement. Set-offs shall be admissible in exceptional circumstances if the claim is undisputed or legally determined.

 

VII. Retention of title

1. Delivered goods shall remain our property until all claims arising out of the business relationship have been satisfied. This shall also apply if the Purchaser makes payment on specifically noted claims. In the event of conti­nuous invoicing, the provisional retention of title shall be applicable to safeguard remaining claim.

2. In the event of a violation of agreements by the Purchaser – especially in arrears of payment, the Supplier shall be entitled after having sent out a reminder to repossess the reserved goods. The Purchaser shall be obliged to release said goods.

3. The retention of title as well as our right of lien relating to delivered goods shall not be construed as our right to withdraw from the contract unless the provisions of the German Law on Consumer Protection apply or unless expressly stated by us in writing. If these terms are used in dealings with resellers, the following additional provisions shall apply:

4. The Purchaser shall have the right to resell the delivered goods in the normal course of business; he shall however presently assign to us all claims resulting from the resale of the goods and amounting to the sales price inclusive VAT agreed upon between us and the Purchaser, regardless of the delivered goods being resold before or after having been processed. After having assigned the claims the Purchaser shall be entitled to collect them. Our right to collect the claims ourselves shall hereby not be affected; we undertake however not to collect the claims as long as the Purchaser complies regularly with his obligations to pay and is not in arrears. If this is however the case, we shall have the right to ask the Purchaser to inform us about the assigned claims and the respective debtors, to give us all the information required for the collection, to deliver all corresponding documents and to inform the debtor (third party) about the assignment.

5. The processing and transforming of the goods shall always be carried out by the Purchaser on our behalf. If the delivered goods are processed using other goods which do not belong to us, we shall acquire co-ownership of the new goods at the ratio of the value of the delivered goods to the other processed goods at the moment of processing. If the delivered goods are combined with other goods which do not belong to us, we shall acquire co-ownership of the new goods at the ratio of the value of the delivered goods to the other combined goods. The Purchaser shall keep the co-ownership on behalf of us.

6. The Purchaser is not entitled to pledge the delivered goods nor to exercise a chattel mortgage. In the event of liens, seizures or other orders carried out by a third party, the Purchaser undertakes to immediately inform us and to make available to us all the information and documents required to safeguard our lights. Law enforcement officers or third parties have to be informed about our ownership.

7. We undertake to release the securities due to us on request of the Purchaser to the extent that their value does not exceed by more that 20% the unsettled claims which need to be secured.

 

VIII. Warranty, liability

1. Any defects in the goods, including the absence of assured features, are to be notified in writing on receipt of the goods or completion of performance, at the latest within 10 days after delivery resp. end of our service. Any machining or processing by the Purchaser is to be suspended as soon as defects are discovered. The item in question is to be kept without alteration for inspection and assessment by us. Should the Purchaser fail to observe the above provisions, all claims in respect of defects shall be void. Liability on our part is excluded in particular if the defect is notified too late, i.e. after processing, mixing or combining, or if the Purchaser has modified the delivered goods or used them incorrectly.

2. If the complaint is justified and made in schedule i.e. within 10 days of delivery or termination of our performanceat the latest, we shall accept the goods in return and replace them. In the event of defects in works or works delivery agreements, we shall be entitled at our discretion to repair or replace the defective goods, if reasonable.

3. If the Purchaser fails to meet its payment obligations, we shall be entitled to suspend warranty work or not to begin it

4. Damage claims (including follow-up damage claims) shall be excluded unless the damage is due to deliberate or gross negligence. This shall also apply in the event of immaterial damage claims. At all events our liability shall be limited to fulfilment.

5. No warranty shall be provided for chains, wire cables or hooks.

 

IX. Layouts and models

1. Layouts, drawings and models shall not be passed on to a third party or used for further processing without our written permission. Our suggestions for monuments shall be used only in connection with our program of bronze and aluminium symbols.

2. Special productions according to third-party plans, drawings or models will be processed without checking of copyright-, patent-, sample- or trademark laws at the alone risk of the Purchaser. We shall not be liable for damages by abuse of plans or models.

3. We shall not assume any risk for castings according to models of styrofoam or wax made available by the Purchaser.

4. Even in the event of partial payment for models, drawings and plans made by us, these stay our exclusive property without any further legitimate claim of the Purchaser. We are entitled for further use, duplication and publication in our catalogue.

 

X. Place of jurisdiction and fulfilment

1. Place of fulfilment for our deliveries shall be the place of dispatch.

2. If the Purchaser is a general Trader, the place of jurisdiction for König is Karlsruhe for all claims arising our of documents, bills or checks concerned with or resulting from the agreement overleaf. We reserve the right to assert claims against the Purchaser at its general place of jurisdiction.

3. Exclusively German jurisdiction shall apply under exclusion of the Laws concerning international Purchase of movable objects, also if the Purchaser has its registered office in a foreign country.

 

XI. Miscellaneous

1. Transfers of the Purchaser’s rights or obligations from the agreement concluded with us are valid only with our written notice.

2. Should any of the above provisions be partially or totally invalid, the validity of the remaining provisions shall remain unaffected.

3. Where a generally invalid provision contains valid parts, these shall be maintained.