1. Offers and orders
We deliver our products and provide our services only on the basis of the following General Terms of Sale and Delivery. This also applies to all future orders. We do not recognize the general terms of sale and delivery of the buyer. Contractual agreements must be made in writing. Collateral agreements are void unless we have confirmed them in writing. This also applies to agreements made with our representatives as well as to offers and agreements made by telephone, fax, email, or verbally in person. The information we provide in catalogues, price lists etc., in terms of figures, capacities, weights, and dimensions are as exact as possible, but are non-binding. When buyers place an order, they accept our general terms of sales and delivery. The buyer is obliged to accept the goods ordered in the purchase order and pay the purchase price agreed to.
2. Delivery
The goods are delivered ex works from Penig. The goods are shipped at the buyer's risk. In individual cases where carriage paid delivery was agreed to, the risk is transferred to the buyer as soon as the goods have been handed over to the shipping company, the carrier, or any other persons or organizations designated to deliver the shipment.
3. Delivery dates
The delivery time is to be considered an approximate, non-binding time and is subject to availability of the goods. Under no circumstances does failure to meet the delivery date allow the buyer to claim damages, regardless of the type, or penalties for delay, nor does it give the buyer the right to terminate the contract. In case of force majeure events (such as strikes, mobilization, operational interruptions, or traffic obstructions), a lack of raw materials, longer electrical power or gas outages, official measures, unfavourable news regarding the business situation of the buyer, or other unforeseeable circumstances, we reserve the right to withdraw from the contract in full or in part without compensating for damages and without the buyer deriving any claims for damages resulting from such events. In this case we promise to provide information on non-availability immediately and to pay for any products and services rendered until then by the contract partner.
4. Warranty
We guarantee the delivery of the materials conforming to DIN, EN, and factory standards or regulations of the manufacturer to the extent of the statutory provisions.
5. Complaints
Complaints will only be accepted when they are sent to us in writing within 5 days after receiving the goods. The buyer is not permitted to use the rejected goods until the complaint has been completely processed. In the event that a complaint is justified and assuming the terms of payment agreed to have been fulfilled, we will provide replacements for the defective parts or will reduce the price agreed to accordingly based on the reduction in value caused by the defect. The size of the price reduction cannot exceed the amount invoiced. We are also entitled to take back the defective goods at our discretion. Any other claims beyond this, regardless of the legal basis, e.g. amendment, compensation for non-fulfilment, damage caused by delays, or conventional penalties as well as claims for processed goods are excluded. We are not liable for damage caused by improper storage or processing that does not comply with the corresponding regulations.
6. Prices
Our prices only apply to the corresponding offer and are not binding for reorders. Our prices are non-binding and are ex works from Penig. The buyer is responsible for all stamp duties for freight documents as well as other federal, state, and other charges including customs as well as charges resulting from subsequent statutory provisions or official ordinances. The cost of shipping the goods is assessed based on the valid price list as well as the specifications made in the order confirmation. If desired by the buyer, the shipment can be insured by us at the buyer's cost against damages due to theft, breakage, fire, and water as well as against other insurable risks. For delivery periods of more than four months, we reserve the right to calculate the prices valid on the day of delivery.
7. Terms of payment
Unless agreed to otherwise, net payment must be made within 30 days after the date of invoice. If payment is delayed, all payment obligations of the buyer, including deferred payments, are due immediately. In this case, interest at a rate of eight percentage points above the corresponding discount rate of the German Bundesbank will be charged without prior notification starting on the due date. The right to claim additional damages shall be reserved. If the buyer does not fulfil their payment obligations or circumstances become known that could be considered by us to impair the creditworthiness of the buyer, then we reserve the right to claim all payments to be due immediately, including those for which we have received a bill of exchange. We are only obliged to carry out or provide outstanding deliveries and services against advance payment. The buyer only has the right to withhold payment due to counterclaims and the right to offset with counterclaims when the claims are undisputed or have been recognized in a court of law.
8. Retention of title
The delivered goods remain our property until payment has been made in full by the buyer. If the goods are sold by the buyer, then the buyer immediately transfers all claims against his client resulting from the sale, including all ancillary rights, to us until all accounts receivable from the delivery have been completely settled. Upon our request, the buyer shall be obliged to provide us with all information and documents needed to assert our rights against his client. If the value of the securities given to us unequivocally exceeds the value of the goods purchased by the buyer by more than 20%, then we are obliged to return securities to the buyer in an amount equalling the difference between these values.
9. Returns
The material delivered by us shall only be accepted upon return after both parties agree to such. We compensate for undamaged materials returned to us free of charge for delivery in an amount equal to the invoiced amount minus 25% for administration costs. Custom manufactured goods, including enamel signs, will not be accepted upon return.
10. Concluding clauses
The place of fulfilment for deliveries and payments is Penig, Germany. The place of jurisdiction, including for document, bill of exchange, and check processes, provided that the buyer is a registered trader, is Penig, Germany. We are however entitled to sue the buyer at his office of registration. The contractual relations of the parties shall be regulated by German law. The application of the Haag standard sales law shall be excluded. If a provision of these general terms of sales and delivery should become invalid, then this shall not affect the validity of the remaining provisions.
The general terms of business of the Muldenthaler Emaillierwerk GmbH dated 01 April 2004 are hereby invalid.
Penig, 19 Feb. 2009