General Terms of Sales and Distribution
All deliveries are subject to our terms, even if the buyer specifies different
terms. Any arrangements that have not been included in the confirmed order
or that have not been confirmed by us in writing, are non-binding.
If not arranged otherwise, our proposals are non-binding and non-comitting.
We do not accept any responsibility and liability for any malfunction
and other defects of products that we manufacture according to the design
plans of the customer, if the malfunction and defects can be linked to
the customer’s instructions. Documents, such as figures, drawings, information
about weight and dimensions of products represent only approximations;
unless such information is described as “binding”. We reserve the copyright
for all cost estimates, drawings and other documents. Any such documents
become our property and may not be disclosed to third parties. Any infringements
are liable for full damages. In case of infringement, we also reserve
the right to withdraw immediately from a contract. Constructional designs
are also subject to change. Drawings and other documents included in our
bids must be returned to us or paid for immediately as requested, if a
contract has been granted. The amount of the payment will be determined
based on economic factors.
3. Ordering, Contracting
Orders are only valid once they have been confirmed by us in writing.
An order can also be confirmed by posting a bill.
All prices are in EURO not including sales tax. If not agreed upon otherwise,
all prices are factory prices including standard packaging. Sales tax
will be calculated based on the valid rate on the day of delivery. From
the list prices, any agreed upon rebates will be deducted. We reserve
the right to re-calculate the prices for products or energy costs that
are associated with an official authorization, if the official authorization
takes effect in the time between contracting and product delivery. Additionally,
we also reserve the right for a re-calculation, if collectively agreed
upon wage and salary increases have taken effect in the time between contracting
and product delivery. The prices listed for components made of copper,
brass or red bronze are based on a DEL copper quote of 153.39 EURO. Should
the DEL quote rise over 12.78 EURO per 100 kg, we will charge an additional
nonferrous metal fee. The price calculation is based on the DEL quote
of the following day after the order has been confirmed. If one of our
cost price factors is excluded from the price fixing process and a traceable
cost price factor arises subsequently, we will be authorized to re-calculate
the price, if the price increase occurs in the time between contracting
and product delivery. The prices listed are non-binding, recommended prices.
They must be increased or lowered by our customers, if the customers sell
5. Payment terms
If not agreed upon in writing, all payment must be paid in full within
8 days after invoice date with a 2% discount or within 30 days after invoice
date. Payment is automatically considered overdue, the day after these
appointed payment dates have expired. A payment reminder to establish
the debt is not required. We reserve the right to charge overdue payments
first to the cost, then to the interest and thereafter to the oldest,
still outstanding bills, even if the customer makes different payment
arrangements at the time of making a payment. If, after closing of a contract,
we are informed that a customer will not be granted a credit that is intended
to pay for the cost of the contracted items, we are entitled to ask prepayments
or security deposits for all deliveries or to withdraw from the contract.
If prepayments or security deposits are not made within the time period
appointed by us, we are entitled to claim damages due to default. If the
customer falls behind with making partial or full payment, all of our
payment claims become due immediately. The buyer has no right to retain
or reject the services owed to him. From the due date of the payment,
the buyer will be charged with late interest that is 2% higher than the
interest normally charged by our bank. For orders with a net value (value
of items without shipping costs and sales tax) of less than EURO 40.00,
a minimum charge of EURO 5.00 will be added. Cash sales are excluded.
6. Reservations of Ownership
Delivered goods remain our property until they are paid in full and all
payments as specified in the terms of payment have been settled. The buyer’s
claims from the resale of the reserved goods and/or further manufacturing
steps involving the use of our goods are fully transferred to us. Further
marketing of our goods is only permitted within the context of proper
business operations. If the buyer sells or delivers the reserved goods
with or without further processing, together with other goods that are
not our property, the buyer can only present claims that equal the value
of the reserved goods. The buyer has no other rights of disposal concerning
the reserved goods. Furthermore, if we request so, the buyer is obliged
to informs us about his buyer and the arranged selling price and to report
to his debtor the transfer of the payment.
The agreed delivery times commence on the day on which the contract becomes
legally effective. Unforeseen events, such as war, mobilization, natural
phenomena, uncontrollable disturbances of normal factory operations, delayed
delivery or quality defects of raw materials etc., damaging of important
work pieces, or difficulties of various kinds due to unstable economic
conditions, entitle us to extend the delivery time, until these events
have been eliminated. We are also entitled to withdraw from the contract
if any such events occur, even if we had already extended the delivery
time previously. The buyer is not authorized to cancel the contract due
to any such events or to claimd damages.
The delivery is considered to have taken place as soon as the goods have
been shipped out from the factory or the storehouse, even if carriage
paid delivery has been arranged. Upon the buyer’s request and at his costs,
we can insure the delivery against breakage, transport or fire damage.
9. Guarantee and liability
Any claims due to incomplete and/or faulty delivery or defects of the
goods supplied must be made in writing immediately after receipt of the
goods. We are entitled to take back faulty goods, to issue a credit or
to replace with faultless goods, if the defect has been claimed immediately.
This applies also to defects that were not recognized during the immediate
entry inspection. We do not warrant defect and damages if the goods have
been modified or installed incompletely. Further claims by the buyer,
such as transformation, reduction of the purchasing price, damages, as
well as claims brought forth by third parties are excluded. We are only
liable for damages arising directly on the delivered item. We are not
liable for any losses or other damages incurred by the buyer. The liability
is not affected in case of intention or gross negligence. The liability
becomes ineffective if the buyer has claimed damages due to default because
the product is lacking an advertized property according to §§ 463, 480
II BGB (German Civil Code). Compensation is limited to predictable damages.
If we infringe upon the agreed contract out of gross negligence or if
fault can be established for an indebtedness at the time the contract
becomes effective, our liability is limited to standard contract, predictable
damages. We deliver only functional goods. A warranty for using the goods
for the purpose intended by the customer can only be given, if we have
issued our expressed written consent. So far as our liability for damages
is excluded or limited, it can also be applied to any other claims, including
claims due to indebtedness at the time the contract becomes effective,
infringement of minor obligations and claims arising from the producer’s
liability according to § 823 BGB (German Civil Code). The above paragraph
does not apply to claims according to §§ 1, 4 Produkthaftungsgesetz (Product
Liability Law) or for claims due to inability or unforeseen events. So
far as our liability is excluded or limited this also applies to the personal
liability of our employees, representatives, deputies and assistants.
Any liability claims cease in agreement with § 477 BGB (German Civil Code),
excluding claims arising from the producer’s liability according to §§
823 cont. BGB (German Civil Code).
10. Returning goods
Delivered products can only be returned in exceptional cases and only
with our approval. The goods must be originally packaged. Goods that have
been delivered more than 3 months ago cannot be returned. In order to
cover the costs for handling returned goods, we charge a return fee amounting
to 10% of the goods’ net value. If, for special reasons, we agree to take
back unpacked parts or parts that are not in their original package, a
fee for new packaging amounting to 10% will be added to the return fee.
Transport costs for returned goods will not be paid by us.
11. Data protection
The buyer’s data that concern our business relationship will be handled
according to the Federal Data Protection Law.
German law is applicable to the contractual sales and delivery terms and
to all resulting contractual and commercial relationships. The UN Agreement
About Contracts for the International Sale of Goods (CISG) from 04/11/1980
is not applicable. Place of fulfillment and jurisdiction for delivery,
payment and any kind of liabilities, including such resulting from payment
by draft or check, is the city of Neumarkt/Opf. Invalidity of one part
of these terms of delivery does not affect the other parts of this agreement.
In this case, the invalid part is replaced by the currently legal regulation.
Any changes or alterations of these terms of delivery require the written
consent of the seller. Sales tax identification no. DE 133211151 J. Pröpster
GmbH. Handelsregister Nürnberg, HRB 8169, managing directors: Johann
Pröpster sen., Dipl. Ing. Johann Pröpster jun.