Non-binding English translation for information purposes. The German version is the sole legally binding text; in case of any discrepancy, the German wording prevails.

Purchasing and Order Conditions of Discher Automatisierungstechnik GmbH

I. Governing Conditions, Conclusion of Contract

  1. Only the following conditions apply to our orders. Conflicting delivery conditions of the supplier, which are hereby rejected, shall not be binding on us even if we do not expressly object to them; rather, our express consent in text form is required for them to apply. By accepting the order and/or the delivery, the supplier acknowledges our conditions insofar as these are first mentioned in the order confirmation. Amendments to our General Purchasing and Order Conditions are only effective if they have been agreed in writing and it clearly follows from this agreement which provisions have been amended. In case of doubt, an amendment of the sales and delivery conditions is not intended.
  2. Orders are only binding on us if they are placed on our duly signed order forms.
  3. If our orders, provided they do not contain an express binding period, are not confirmed in writing within 8 working days, we may withdraw from the order. The confirmation must state the price and the delivery date. Our order number must be quoted in all documents. The supplier must adhere precisely to our order and, in the event of deviations, expressly point these out in writing. The same applies if the supplier submits an offer to us.
  4. Insofar as our orders and the associated documents contain obvious errors, typing errors or calculation errors, we shall have no obligation in this respect. The supplier is obliged to notify us of this circumstance so that we can initiate the necessary corrections.
  5. All agreements made between us and the supplier for the purpose of performing this contract are set down in writing in this contract.
  6. Offers by the supplier are free of charge and do not establish any obligation for us.
  7. Within the limits of what is reasonable for the supplier, we may request changes to the delivery item in terms of design and execution. The effects of this, in particular the additional and reduced costs as well as the delivery dates, shall be regulated appropriately.
  8. Without our consent, the supplier is not entitled to pass on our orders or contracts to third parties; otherwise we are entitled to withdraw from the contract in whole or in part and to claim damages.
  9. These conditions also apply to all future business with the supplier, insofar as they concern legal transactions of a related nature and the contracting party is not a consumer within the meaning of § 13 of the German Civil Code (BGB).

 

II. Delivery, Delivery Time

  1. Our specifications, drawings, etc. must be strictly observed. In the case of excess deliveries exceeding 10% of the ordered goods, we reserve the right, following notice of defect pursuant to § 377 of the German Commercial Code (HGB), to return the goods delivered in excess at the supplier’s expense. Partial deliveries are only permitted with our consent.
  2. The agreed delivery dates are binding and must be met punctually without fail. As soon as the supplier can recognise that it will not be possible for him to fulfil his contractual obligations in whole or in part, or not on time, he must notify us thereof immediately in writing, stating the reasons, and inform us of the expected delivery date.
  3. If the supplier fails to deliver at the agreed time, he shall be liable for the damage caused by the delay. In addition, we may claim damages in lieu of performance and/or withdraw from the contract in whole or in part if we have unsuccessfully set the supplier a reasonable period for performance or subsequent performance and the supplier fails to render the due performance or fails to render it as owed.

 

III. Packaging

Packaging is to be charged at cost price, insofar as the agreed price does not include packaging. The supplier must choose the type of packaging most favourable to us. With regard to packaging costs charged too high, we are entitled to make a reduction. In the event of returns of the packaging material to the supplier, we are entitled to offset 2/3 of the packaging costs charged. All damage arising from improper packaging shall be borne by the supplier. In the event of non-compliance with packaging regulations, e.g. the use of pallets, we are entitled to deduct the resulting additional costs from the invoice.

 

IV. Place of Delivery, Bearing of Risk, Shipping Regulations

  1. Unless otherwise agreed, delivery shall be made free domicile, duty paid (DDP pursuant to Incoterms 2020), including packaging, to the address specified by us. The supplier bears the risk of accidental loss or deterioration of the delivered item (risk in the goods) until the goods are accepted by us or our authorised agent at the place to which the goods are to be delivered in accordance with the order.
  2. In the case of contracts for work and contracts of sale for which acceptance has been agreed in writing, the risk passes to us only upon our acceptance. Otherwise, IV No. 1 applies.
  3. Immediately after dispatch, the supplier must send us a single copy of the dispatch note, which must contain the exact description, the quantity, the weight (gross and net), the type and the packaging of the goods and the item. If the required shipping documents are not delivered to us in good time for a delivery, or if the above-mentioned details are missing from the shipping documents, so that the delivery cannot be allocated or processed, the goods shall be stored at the supplier’s cost and risk until the shipping documents or the complete details arrive. A delivery note with the same content is to be enclosed with the delivery. If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment.

 

V. Force Majeure

In cases of force majeure, strikes, lockouts, disasters or other circumstances that prevent the timely acceptance of the delivery and for which we are not responsible, we are entitled to postpone our acceptance obligation appropriately or to withdraw from the order in whole or in part if its acceptance and utilisation become impossible or unreasonable for us. We will inform the supplier of this in good time.

Claims for damages in this respect are excluded.

 

VI. Invoice, Payment

  1. Invoices must be sent to us in duplicate; they must contain, without fail, our order number, the order date and the article number.
  2. Unless a different payment term is expressly agreed, payment shall be made as follows:

We settle invoices, unless other written agreements exist,

    • within 14 days, calculated from the invoice date, with a 3% early-payment discount (Skonto),
    • within 30 days, calculated from the invoice date, net.

Any further agreements on discounts, bonuses, etc. shall remain unaffected. The start of the stated period is determined by the receipt of the goods and the submission of a verifiable invoice. In the case of early delivery, the period between this and the agreed delivery date, or the delivery date specified by us, shall be disregarded. Insofar as longer payment periods have been agreed in an individual case, these take precedence over the above provision.

  1. If the invoice amount is paid before receipt of the goods, payment is made subject to receipt of the goods; the right to give notice of defects is not affected by early payment. Payment likewise does not count as acceptance and does not constitute an acknowledgement of performance in conformity with the contract.
  2. The supplier shall have rights of retention or set-off against claims by us only in respect of claims that we have acknowledged or that have been established with final and binding legal effect.

 

VII. Notices of Defects, Liability for Defects of Quality and Title as well as Other Breaches of Duty, Liability Periods

  1. We are not obliged to carry out a thorough incoming-goods inspection; we inspect on a random-sample basis and for obvious defects. For quantities, dimensions and weights, the values determined by us are decisive.
  2. Notices of defects are deemed to have been made in good time if obvious (apparent) defects are reported to the supplier at the latest within 14 working days after receipt of the goods. Defects not identifiable during examination in the ordinary course of business (hidden defects) may also be reported by us later, namely within 14 working days after discovery and determination of these defects.
  3. The supplier is obliged to procure for us possession of and title to the goods free of defects of quality and title. A defect of quality exists in particular if, at the passing of risk, the goods do not have the agreed quality and/or are not suitable for the use assumed under the contract and/or do not retain the quality and/or usability for the usual period.
  4. In the case of defects of quality and title as well as other breaches of duty, our claims and rights are governed by the German Civil Code (BGB). In addition to the statutory rights, the following is agreed:
    • If the supplier fails to comply with his obligation of subsequent performance within a reasonable period set by us, we may carry out the remedy ourselves at the supplier’s expense or have it carried out by a third party, unless the contractor rightfully refuses subsequent performance. § 323 (2) BGB applies accordingly; the setting of a period is likewise not required if subsequent performance has failed or is unreasonable for us.
    • If, in the case of subsequent performance, work (e.g. sorting out, remedial work) is required at the place or in the works at or to which the goods arrive as intended, the supplier is obliged to carry out or arrange for the subsequent performance there at his own expense.
    • In order to avoid line stoppages, this must be done immediately, without the need for any special setting of a period in addition to the notification.
    • Otherwise, we and/or those affected in the supply chain are entitled to carry out or have carried out this work at the supplier’s expense.
  5. Our claims arising from defects of quality of the supplier become time-barred, subject to the provisions in No. 7, at the earliest after 36 months in the case of contracts of sale from the passing of risk to us, and after 36 months in the case of contracts for work from acceptance. The period is extended by the periods during which the limitation is suspended.
  6. Our claims arising from defects of title of the supplier become time-barred, subject to longer statutory periods or periods agreed in an individual case as well as subject to the provisions in No. 7, at the earliest after 5 years from the passing of risk to us. The period is extended by the periods during which the limitation is suspended.
  7. If we are held liable on account of defects of the item or other breaches of duty that originate in the supplier’s sphere, the supplier must indemnify us against all claims of our contracting partners; in the case of claims for damages, however, only insofar as the supplier is responsible for the defect of the item or the other breach of duty.
  8. Further claims and longer limitation periods under the Product Liability Act (ProdHaftG), in tort, arising from fraudulent conduct and from a guarantee shall remain unaffected. The supplier undertakes to retain all design and production documents relating to the delivered goods for 11 years and to make them available to us at any time in the event of our being held liable under product liability.

 

VIII. Third-Party Property Rights

The supplier warrants that the delivery item is free from third-party rights.

 

IX. Confidentiality, Drawings, Models, Tools

  1. The contracting parties undertake to treat all non-obvious commercial and technical details that become known to them in the course of the business relationship as a trade secret.
  2. Drawings, models, tools, templates, samples and other documents that we make available to the supplier for the execution of orders are to be treated confidentially and may only be used to complete our orders, may not be reproduced and may not be made accessible to third parties. These items remain our property. The goods manufactured hereunder may not be handed over to third parties either in raw condition or as semi-finished or finished products; the same applies to parts that the supplier has developed according to our specifications.
  3. Sub-suppliers are to be obligated accordingly.
  4. If the supplier manufactures models, tools or drawings that are required for the execution of the order, these are to be treated confidentially in the same way. It is agreed that these items shall pass into our ownership as soon as we have paid the agreed remuneration, or into our co-ownership as soon as we have made a down payment, namely in the ratio of the agreed remuneration to the down payment. The supplier keeps these items in safe custody for us free of charge. We are entitled to take possession if the supplier is threatened with enforcement measures or if the opening of insolvency proceedings over his assets is applied for. After completion of the order, these items are to be handed over to us.

X. Assignment, Retention of Title

  1. The assignment by the supplier of claims existing against us requires our prior consent, unless it concerns an extended retention of title.
  2. We are entitled to process and resell the delivery items in the ordinary course of business. The use of the goods subject to retention of title for the performance of contracts for work and contracts for work and materials also counts as resale. We are not entitled to transfer the goods subject to retention of title by way of security or to pledge them. In the case of processing, combination and mixing of goods subject to retention of title with other goods, the supplier is entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. We hereby already assign to the supplier all claims arising from the resale or onward delivery, namely pro rata also insofar as the goods have been processed, mixed or blended and the supplier has demanded co-ownership. If the goods subject to retention of title are resold together with other goods, we hereby assign to the supplier the claim arising from the resale in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. The supplier undertakes to release the securities to which he is entitled insofar as their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 10%.

XI. Place of Performance, Place of Jurisdiction, Applicable Law

  1. The place of performance is the location of our registered office.
  2. The place of jurisdiction, in the case of contracts with merchants, legal entities under public law or special funds under public law, is the court having jurisdiction for our registered office.
  3. German law applies to all orders, deliveries and services, with the exception of the UN Convention on Contracts for the International Sale of Goods. The contractual language is German. Should the contracting parties also use another language, the German wording shall take precedence.

 

XII. Severability Clause

Should provisions of these conditions and/or of the further agreements made be or become invalid, the validity of the contract as a whole shall not be affected thereby. The contracting parties are obliged to replace the invalid conditions with a provision that comes as close as possible to them in economic effect.

 

Sales, Delivery and Payment Conditions of Discher Automatisierungstechnik GmbH

I. Governing Conditions, Conclusion of Contract

  1. The following conditions apply exclusively to orders from and deliveries to “entrepreneurs” within the meaning of § 14 BGB and not vis-à-vis a “consumer” within the meaning of § 13 BGB. The subject matter of the following delivery and payment conditions are services and deliveries of goods by Discher Automatisierungstechnik GmbH.
  2. Only the following conditions apply to all orders. Conflicting purchasing conditions, which are hereby rejected, have no legal effect, even if we do not expressly object. By placing the order and/or accepting the delivery, the customer acknowledges our conditions, regardless of whether the order and/or the contract was placed in writing, by telephone or by e-mail, insofar as these are first mentioned in the order confirmation or delivery note. These conditions also apply to all future business relationships, even if they are not expressly agreed again. Amendments to our General Sales and Delivery Conditions are only effective if they have been agreed in writing and it clearly follows from this agreement which provisions have been amended. In case of doubt, an amendment of the sales and delivery conditions is not intended.
  3. The order becomes binding on us upon our written confirmation.
  4. Discher Automatisierungstechnik GmbH only becomes a contracting party to a contract of sale if, within the ordering process, it is not expressly pointed out that no brokerage of offers to third-party companies is being carried out here. Even in the absence of such a notice from Discher Automatisierungstechnik GmbH, the conclusion of the contract is subject to correct and timely supply to us by the suppliers of Discher Automatisierungstechnik GmbH.

II. Offer, Cost Estimate, Prices, Reservation of Price Change

  1. Our offers as well as the prices and delivery options stated in our catalogues, printed matter, letters, etc. are subject to change and non-binding; cost estimates are likewise non-binding.
  2. Our prices are understood to be in euros ex works plus the applicable VAT, excluding packaging, freight, customs duties and insurance, which may be charged separately.
  3. For all orders — including orders on call and successive-delivery contracts — in which delivery is made, in accordance with the contract or at the customer’s request, later than four months after placement of the order, we are entitled to pass on increases in material and labour prices to the customer within the scope of, and to offset, these price increases occurring between the conclusion of the contract and the delivery.
  4. If, between the conclusion of the delivery contract and its execution, a statutory change with regard to the statutory value-added tax comes into force, we are entitled to invoice the changed value-added tax, including for partial deliveries. This also applies to the fixing of remuneration rates for the export refund or the export trader’s refund.

 

III. Shipping, Packaging, Costs, Passing of Risk

  1. Shipping is carried out on account and at the risk of the customer. Unless otherwise agreed, we decide on the type of packaging and shipping. If the buyer insists on a particular shipping method, the resulting additional costs — even in the case of carriage-free delivery — shall be borne by the buyer. The risk of accidental loss or accidental deterioration of the goods passes to the customer upon handover, and in the case of sale by dispatch upon delivery to the forwarder, carrier or other person designated to carry out the dispatch, where partial deliveries are made and/or Discher Automatisierungstechnik GmbH has assumed additional services, e.g. transport costs or delivery.
  2. If dispatch is delayed as a result of circumstances for which we are not responsible, the risk passes to the customer from the day on which notice of readiness for dispatch is given to the customer. In this case, the purchase price also becomes due on the date of the notice of readiness for dispatch. The costs of storage at Discher Automatisierungstechnik GmbH or at third parties shall be borne by the customer. The assertion of any further damages against the customer remains unaffected.
  3. The costs of the agreed delivery shall be borne by the buyer. The buyer is obliged to ensure that the unloading point is accessible for a heavy truck and has a suitable unloading facility. The buyer is liable for damage arising from the fact that these conditions are not met. The same applies if he is responsible for the delivery vehicle not being unloaded immediately or not being unloaded properly. Upon unloading, the goods are deemed to have been handed over, irrespective of whether the unloading point was staffed.

 

IV. Payment Conditions and Consequences of Non-Compliance, Set-Off

  1. Our claims are payable free of postage and charges at the latest within 14 days after receipt of our invoice or an equivalent statement of claims, but at the latest 30 days after receipt of the delivery. If the stated deadlines are exceeded, we charge annual interest at a rate of 9 percentage points above the applicable base interest rate pursuant to § 247 BGB, without the need for a further reminder. A warranty retention is excluded. Payments must be made free of costs and charges to the bank accounts of Discher Automatisierungstechnik GmbH stated on the invoice. The time of receipt of the money is decisive for the timeliness of the payment.
  2. In the case of settlement of the invoice by cheque, payment is deemed to have been made only after the cheque has been cashed. Discount, charges and costs shall be borne by the customer. Cheques are accepted only on account of performance, not in lieu of performance, with all collection and discount charges being invoiced.
  3. A payment is deemed to have been made only when Discher Automatisierungstechnik GmbH can finally dispose of the countervalue of the claims.
  4. Discher Automatisierungstechnik GmbH is entitled, notwithstanding any provisions of the customer to the contrary, to first apply payments to the customer’s older debts and will inform the customer of the manner in which the offsetting has been carried out. If costs and interest have already been incurred, Discher Automatisierungstechnik GmbH is entitled to apply the payment first to the costs, then to the interest and lastly to the principal performance. The customer may only set off against our claims with undisputed counterclaims or counterclaims established with final and binding legal effect.
  5. In the event of justified doubts about the creditworthiness of the customer/buyer, we are entitled to carry out subsequent deliveries only against advance payment, to declare all outstanding invoice amounts immediately due, and to demand immediate cash payment or the provision of security.

 

V. Delivery Periods and Liability Provision, Force Majeure, Partial Deliveries, Deterioration of Financial Circumstances

  1. The delivery time begins as soon as all details of the execution, in particular the technical questions, have been clarified, both parties are in agreement on all conditions of the transaction, and the customer has made any agreed down payment. The delivery period is deemed to have been met if, by the time it expires, the delivery item has left the works or notice of readiness for dispatch has been given to the customer.
  2. Transactions for delivery on a fixed date (Fixgeschäfte) are not concluded.
  3. The following applies to claims for damages on account of delayed performance or non-performance in lieu of performance: If we are in default of delivery, but this is not based on intent or gross negligence, the customer’s claim for compensation for a delay damage proven by him is limited in amount to 0.5% for each completed week of the delay and to a maximum of five percent of the invoice value of the order affected by the delay. If the customer can claim damages in lieu of performance, we shall be liable for damages in the event of a breach of principal obligations of the contract in the case of negligence; however, any claims are limited to twenty-five percent of the value of the order.
  4. Force majeure or circumstances/events for which we are not responsible (e.g. operational disruptions, strikes, lack of transport capacity, production disruptions, delivery-period overruns by upstream suppliers, traffic disruptions and official orders, etc.) and which prevent the timely execution of the order entitle us to postpone the fulfilment of assumed obligations appropriately (plus a reasonable start-up time) or, if performance thereby becomes impossible for us, to withdraw from the contract in whole or in part. The same applies if we do not receive, or do not receive in good time, the material required for the execution of the order and ordered there from our upstream suppliers, for reasons for which we are not responsible. A precondition of withdrawal is that we inform the customer in good time of the unavailability and reimburse any consideration provided by the customer. In these cases, claims for damages of any kind are excluded.
  5. Partial deliveries are permitted. Discher Automatisierungstechnik GmbH is entitled at any time to make deliveries and to carry out partial deliveries. Partial deliveries do not constitute a defect and may be invoiced immediately by Discher Automatisierungstechnik GmbH.
  6. In the event of a material deterioration in the customer’s financial circumstances that occurs after conclusion of the contract or that only becomes known to us thereafter, we have the right to refuse our performance and to demand that the customer eliminate any endangerment of the purpose of the contract by providing sufficient security. If the customer fails to comply with the demand for the provision of security within a reasonable period, we are entitled to withdraw from the contract and/or to claim damages.

 

VI. Notice of Defects, Claims for Defects, Liability Provision

  1. Without prejudice to the more extensive duties of examination and notice of defects existing in the case of a commercial transaction on both sides (§ 377 HGB), the customer must examine the delivered goods for obvious (apparent) defects and notify us of complaints regarding such obvious defects — this also applies to incomplete or incorrect deliveries — in writing or in text form within five working days after receipt of the goods. In the case of defects that only become apparent later, these must be notified by the customer in writing or in text form within 14 working days after receipt of the goods; otherwise the goods are deemed approved with regard to the obvious defect and the customer can no longer derive any rights against us in this respect. In the case of a justified and timely notice of defects, we are obliged to remedy the delivered goods free of charge or, at our option, to make a replacement delivery. The place of performance for this is the location of our registered office. If the remedy or replacement delivery fails despite two attempts, or if we unjustifiably refuse it, the customer is entitled to demand a reduction of the remuneration or to withdraw from the contract.
  2. The following applies to claims for damages, subject to the provision in Section VII (Other Liability): We are liable for damages in lieu of performance in the event of a negligent breach of principal obligations of the contract; however, any claims are limited to twenty-five percent of the value of the defective item.
  3. Claims for defects do not exist if the fault is attributable to a breach of operating, maintenance or installation instructions, unsuitable or improper use, faulty or negligent handling by the customer, natural wear and tear, or interventions in the delivery item carried out by the customer or third parties.

 

VII. Other Liability (Limitation and Exclusion)

  1. Apart from the claims for default and defects regulated above, we bear no liability. Unless a damage is based on a grossly negligent breach of the essential contractual obligations on our part, or on an intentional or grossly negligent breach of these by our legal representatives or vicarious agents, or unless it concerns either damage arising from injury to life, body or health that is based on a negligent or intentional breach of duty on our part or on an intentional or negligent breach of duty by our legal representatives or vicarious agents. Claims under the Product Liability Act (ProdHaftG) remain unaffected.

 

VIII. Property Rights, Tools, Models and Drawings

  1. If deliveries are made according to a drawing or other specifications of the customer, the customer bears responsibility for their correctness and for ensuring that third-party property rights are not infringed.
  2. Tools, chill moulds, models and equipment required for the ordered goods may be charged by us in full or in part. In this respect it is agreed that these, should they be paid for in full by the customer, shall pass into the ownership of the customer as soon as the agreed remuneration has been paid in full by the customer. If a down payment has been made by the customer, these items pass into the co-ownership of the customer, namely in the ratio of the agreed remuneration to the down payment. We keep these items in safe custody for the customer free of charge. We are obliged to surrender them only after the complete execution/acceptance of the order.

 

IX. Retention of Title, Extended Retention of Title, Right of Retention

  1. We retain title to the delivery item (goods subject to retention of title) until all our claims against the customer arising from the business relationship, including future claims, also from contracts concluded at the same time or later, have been settled. In the case of a current account, the retained title and all rights serve as security for our entire balance claim plus interest and costs. In the event of seizures or other interventions by third parties, the customer must notify us immediately.
  2. The customer is entitled to process and resell the delivery item in the ordinary course of business. This authority ends if the customer falls into default of payment, furthermore upon the customer’s suspension of payments or if the opening of insolvency proceedings over his assets is applied for. He is obliged to resell the goods subject to retention of title only under retention of title and to ensure that the claims arising from the resale pass to us pursuant to 5. and 6. The use of the goods subject to retention of title for the performance of contracts for work and contracts for work and materials also counts as resale. He is not entitled to other dispositions of the goods subject to retention of title, in particular to pledging or transfer by way of security. An assignment of the claims arising from the passing on of our goods subject to retention of title is not permitted, unless it concerns an assignment by way of genuine factoring, which is notified to us and must receive our consent in writing and in which the factoring proceeds exceed the value of our secured claims. Upon crediting of the factoring proceeds, our claim becomes immediately due.
  3. Through the treatment and processing of the goods subject to retention of title, the customer does not acquire ownership of the new item pursuant to § 950 BGB. The processing or transformation is carried out for us without obligating us. The treated and processed goods are deemed to be goods subject to retention of title.
  4. In the case of processing, combination and mixing of the goods subject to retention of title with other goods, we are entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses through combination, mixing or processing, the customer hereby already transfers to us the ownership and expectant rights to which he is entitled in the new stock or item, to the extent of the invoice value of the goods subject to retention of title — in the case of processing, in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used — and keeps them in safe custody for us free of charge. Our co-ownership rights are deemed to be goods subject to retention of title.
  5. The customer’s claims arising from the resale of the goods subject to retention of title are hereby already assigned to us. They serve as security to the same extent as the goods subject to retention of title. He is authorised to collect them, also after the assignment. We may restrict this authorisation for a legitimate interest and revoke it for good cause, in particular default of the customer with payments or, e.g., the filing of an insolvency application.
  6. If the goods subject to retention of title are resold by the customer together with other goods, the claim arising from the resale is assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods. In the case of the resale of goods in which we have co-ownership shares pursuant to 4., a part of the claims corresponding to our co-ownership share is assigned to us.
  7. At our request, the customer is obliged to give us a precise list of his claims with the names and addresses of the purchasers, to notify his purchasers of the assignment and to provide us with all information necessary for asserting the assigned claims. The customer authorises us, as soon as he falls into default with a payment or his financial circumstances deteriorate, to notify the purchasers of the assignment and to collect the claims ourselves. We may demand an examination of the stock of the assigned claims by our authorised agents on the basis of the customer’s bookkeeping. The customer must hand over to us a list of the goods subject to retention of title still in existence.
  8. If the value of the existing securities exceeds the secured claims as a whole by more than 10%, we are obliged, at the customer’s request, to release securities to that extent, at our option, taking into account the interests of the customer. The value of the securities is deemed to be, in the case of simple and subordinated retention of title, the invoice value at which the customer obtains the goods from us, and, in the case of extended retention of title, the invoice value at which the customer resells our goods.
  9. In the case of cheques etc., payment is deemed to have been made only after secured encashment by the customer. We accept cheques only on account of performance. Without prejudice to our more extensive security rights, the securities granted to us remain in existence until this time.
  10. On the basis of the retention of title, we may demand the return of the delivery item if we have withdrawn from the contract. We are entitled to withdraw, without regard to the further requirements of § 323 BGB, in particular without setting a period, from the point in time at which the customer is in default with payment in whole or in part. The same applies if the customer suspends his payments or if the opening of composition or insolvency proceedings over his assets is applied for. All costs arising from the repossession of the delivery item shall be borne by the customer. We are entitled to realise the returned delivery item by private sale.
  11. We reserve the right to block dispatch in whole or temporarily and to demand the return of the goods at any time if the fulfilment of the claim is endangered or the contracting party breaches one of the obligations incumbent upon him. A claim for damages on the part of the customer is excluded in this respect.

 

X. Place of Performance, Place of Jurisdiction, Applicable Law

  1. The place of performance is the location of our registered office.
  2. The place of jurisdiction, in the case of contracts with merchants and legal entities under public law or special funds under public law, is the court having jurisdiction for our registered office.
  3. German law applies to all deliveries and services, with the exception of the UN Convention on Contracts for the International Sale of Goods. The contractual language is German. Should the contracting parties also use another language, the German wording shall take precedence.

 

XI. Severability Clause

Should provisions of these conditions and/or of the further agreements be or become invalid, the validity of the contract as a whole shall not be affected thereby. The contracting parties are obliged to replace the invalid condition with a provision that comes as close as possible to it in economic effect.