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General Terms of Delivery Version dated February 2012

  1. Placing of orders, deviating conditions
    1. All present and future deliveries shall be made exclusively at the terms of sale and delivery listed below.
    2. General business conditions of buyers shall not be binding for us. They shall only apply if confirmed by us explicitly in writing. Neither failure to protest nor performance of delivery or service shall constitute an acceptance of external business conditions.
  2. Prices
    1. Our prices shall be quoted ex works, excluding packaging and other shipping and transport expenses.
    2. They are based on cost factors (material and raw material prices, wages and salaries, production and transport expenses) and the quantities communicated to us upon conclusion of contract. If at least 4 months lie between conclusion of contract and delivery date agreed on, and total expenses have increased by at least 5% during that time, we shall be entitled to raise prices accordingly, to accommodate the increase of costs as explained.
    3. The legal value-added tax applicable within the European Community owed by the buyer shall be added to the price quoted.
    4. For small orders within the EU below a net invoice value of EURO 50.00 we shall charge a handling charge, of EURO 10.00 each. In non-EU countries handling fees as well as minimum order quantities shall be subject to the shipping and administrative expenditure for the country concerned.
    5. If any goods are returned without any fault on our part (e.g. wrong order), a flat fee of presently EURO 25,00 shall be charged for each shipment. A credit note shall be issued only if agreed on previously and if goods are returned free of charge, packaged in an orderly manner, and free from flaws. Custom-made products cannot be returned.
  3. Delivery
    1. Part-deliveries shall be admissible.
    2. The delivery time shall begin as soon as the buyer has fulfilled all his cooperation responsibilities. A delivery date set for a certain calendar day shall be postponed by the same time period the buyer needs to fulfill all requirements for the delivery to be performed, if the fulfillment of meeting such requirements is delayed.
    3. Readiness for shipment shall be sufficient to keep the delivery date.
    4. The delivery time shall begin as soon as the buyer has fulfilled all his cooperation responsibilities. A delivery date set for a certain calendar day shall be postponed by the same time period the buyer needs to fulfill all requirements for the delivery to be performed, if the fulfillment of meeting such requirements is delayed.
    5. The buyer can set an appropriate extension of time in case of delay as well as in cases under 3.4, but in such cases, an extension of time cannot be set before 2 months have gone by. If no delivery is made during the extended time or if we declare that we are unable to make a delivery, for reasons listed under 3.4, the buyer may withdraw from the contract. Any claim for damages shall be precluded, unless we have caused the delay deliberately or with gross negligence.
    6. If a contract penalty has been agreed on for a case of default, the buyer shall only be entitled to a statutory right of withdrawal besides the penalty.
    7. If a part-delivery is delayed, the buyer cannot claim any rights for the balance of the delivery from this, unless the part-delivery is not of interest for him.
    8. Blanket orders or call-off orders must be retrieved within 12 months. Delivery times may not exceed 3 months. If the buyer does not observe these deadlines, we shall be entitled to either cancel the order and claim damages for non-performance or ship and invoice the goods that are in arrear. Between the individual call-offs the buyer has to grant us a period from at least 3 weeks.
  4. Acceptance
    1. If an acceptance has been agreed on or if it is regulated by law, it shall take place at our company.
    2. If no objections are raised at the time of acceptance, any flaws that were recognizable at the time of acceptance, cannot be reproved later.
    3. If an acceptance date has been agreed on or if the buyer does not keep it, for reasons for which he is solely responsible the acceptance shall be deemed as performed without complaint. If the buyer is kept from attending the acceptance through any circumstances listed under section 3.4, he is to be granted an appropriate extension of time for the acceptance.
  5. Shipment, passing of risk
    1. Our deliveries shall be ex works.
    2. As soon as readiness for shipment is communicated to the buyer, and when the goods leave the manufacturer, at the latest, risk shall pass to the buyer. This also applies when we perform the shipping.
    3. A transport insurance shall only be taken out if specially agreed on and at the buyer's expense.
  6. Packaging
    1. If our packaging has been agreed on to be exchange packaging, it shall be returned to us immediately; otherwise we shall charge the expenses for a new acquisition.
    2. For domestic buyers the following shall apply: Sales packaging in the sense of the packaging ordinance (VerpackV) may be disposed of via the Interseroh Dual System. The following shall apply to any transport packaging: The buyer shall pay for recycling expenses. We shall be under no obligation to accept back any external packaging.
  7. Material Provisions
    In case of faulty, wrong or delayed provision of materials the buyer shall pay the expenses and damage caused to us thereby.
  8. Weights and Delivery Quantities
    1. The buyer shall not be entitled to any complaints as long as we adhere to permissible variations as laid down in relevant standards or other commercial practice. Subject to any other, more favorable provisions, variations of up to +/- 5% shall be deemed as admissible for quantities or weights.
    2. For any invoicing the weights and delivery quantities specified in our delivery notes and invoices shall be authoritative.
  9. Deliveries to ourselves
    We shall be entitled to delays and/or suspension of our delivery commitments, if proper or timely deliveries to ourselves on the part of our suppliers fail, without any fault on our part.
  10. Warranty
    1. The buyer shall have to inspect the goods immediately, and to notify us of any defects in writing. The buyer shall have to inspect the goods immediately, and to notify us of any defects in writing. The same applies when goods delivered are not the same as the goods sold or when quantities delivered differ from quantities sold. A warranty claim can be valid only for complaints, which are communicated appropriately within one period to us or the dealer. At the same time the buyer must prove the purchase date. For an assumption of the costs of repairs or installation expenditures at the final consumer it requires the express agreement by us.
    2. Until a customer complaint has been clarified, rejected goods may not be processed further. We have to be given an opportunity to locally inspect any defects complained about. Incidentally, rejected goods shall be returned to us as requested.
    3. Samples of goods received by the buyer are type samples. Relinquishing them to the buyer shall still leave us the right of delivery at variations that are customary in the trade. Sample deliveries shall not constitute a quality warranty in the sense of § 494 BGB (German Civil Code).
    4. In the case of defects we shall correct any flaws, supply replacements or give a credit note for the value of rejected goods, at our discretion. If amendments fail definitely or if we default the replacement delivery, the buyer shall be able to set us an appropriate extension of time. If it passes without any results, the buyer may perform redhibitory action or deduction, at their discretion.
    5. Also, we shall only be liable for any consequential damages due to defects for lack of a warranted characteristic, if the warranty served the purpose of protecting the buyer from any such damage.
    6. The warranty period shall be 12 months from the date of delivery.
  11. Advice, Recommendation
    Our suggestions for further processing and for materials as well as any other hints and recommendations are given according to our best knowledge, but with exclusion of any liability. Liability for deliberate acts and gross negligence shall remain untouched by this.
  12. Conditions of Payment, Consequences of Default
    1. Unless different conditions have been agreed on, our invoices shall be payable immediately upon receipt, without any deductions.
    2. Counterclaims, including any warranty claims on the part of the buyer, shall not entitle the buyer to any offsetting or retaining, unless an acknowledged or legally effective counterclaim exists.
    3. If the buyer is late with any payments, we shall be entitled to charge default interest to the amount of 2% on top of the discount rate of the Deutsche Bundesbank, unless the buyer provides evidence of a lower default damage. If a reference interest rate (such as Fibor, Libor, discount rate) is no longer determined for the EURO, the reference to the current EURO reference interest rate in this contract shall be replaced by the appropriate reference interest rate for the EURO. Also, we shall be entitled to retain any deliveries due under our business relations until all payments due for previous deliveries have been made completely by the buyer.
  13. Reservation of Ownership
    1. We shall reserve our ownership of any delivered goods until the fulfilment of all present and future outstanding payments due from the current business relations with the buyer (reserved goods).
    2. The buyer shall be bound to store and label any reserved goods separately.
    3. The buyer shall perform any processing or alteration of reserved goods without any obligations arising from that for us. If the buyer combines, mixes or processes our reserved goods with other goods, we shall acquire joint ownership of the goods manufactured in that way. The value of our co-ownership shall depend on the relation between the invoice value of our reserved goods and the sales value of the goods produced in the process of such combination, mixing or processing, which shall thus become reserved goods in the sense of these conditions.
    4. Selling such reserved goods shall be permissible in regular business transactions, to the extent the buyer safeguards our extended reservation of ownership (assignment of accounts receivable according to 13.5). Any other dispositions, especially pledging and collateral assignment of reserved goods, shall not be permitted.
    5. The buyer shall cede all receivables due for a resale of any reserved goods or receivables due for other legal reasons in advance and in full to us. In the event of co-ownership only our share in the receivables according to XIII.3 shall be ceded to us. If the buyer transfers the above-named receivables to a current account, such current account receivables shall be ceded in full to us. After a balancing of accounts, they shall be replaced by the balance that is considered to be ceded to the original amount of the current account receivables. After closure of the current account, the same shall apply to the closing balance.
    6. The buyer shall be authorized to collect any ceded receivables only in regular business transactions and revocably. If requested to do so by us he shall have to inform the debtor of the cession, and we shall, at any time, have such right of information, too.
    7. The buyer’s authorization to dispose of reserved goods and to process, combine or mix them, and the authorization to collect any ceded receivables shall expire if conditions of payment are not met, if unauthorized disposals are made, if the buyer’s financial situation deteriorates to an essential extent, in the case of protested bills and checks, and in the case of insolvency proceedings filed against the buyer. In such cases we shall be entitled to repossess the reserved goods without any further notice or advice of cancellation, and to enter the buyer’s company for that purpose, to demand any expedient information as well as the permission to inspect the buyer’s accounts.
    8. If the value of any collaterals granted to us exceeds our receivables by a total amount of more than 20%, we shall be bound, upon the buyer’s request, to release the excess collaterals of our choice.
    9. The buyer shall have to inform us immediately of any imminent or completed seizure of third parties of any reserved goods or of ceded receivables.
    10. Insofar as a registration and/or fulfillment of other requirements is a condition for our reservation of ownership, the buyer shall be bound to immediately take all measures to that effect and to make all necessary communications. If any applicable legal system does not allow for an agreement concerning such reservation of ownership, the buyer shall supply other, appropriate collaterals in the case of drawing on a credit on goods.
  14. General Limitations of Liability
    Where claims are not based on deliberate or grossly negligent actions, any damage claims beyond those provided for in these conditions – including claims based on inadmissible actions, faults in the conclusion of contracts and a positive breach of contract – shall be precluded against us and our employees, especially for any damage not incurred in the delivered goods themselves.
  15. Violation of Third-Party Rights
    If any deliveries are made that are based on drawings or other information provided by the buyer and third-party rights, especially industrial property rights, are violated by this, the buyer shall indemnify us against all claims based on such first claims, unless we have been involved in causing such claims by deliberate action or gross negligence, in which case the damage shall be borne by the buyer and ourselves § 830, § 840, § 254 BGB (German Civil Code).
  16. Models, Tools, other Moulds
    1. Tools, chills, moulds and forging dies, etc. shall remain our sole property, even if the buyer pays a share for their use.
    2. If the buyer provides us with tools, chills, moulds and forging dies, they shall be delivered to us free of charge. We shall be liable for their loss or deterioration and any resulting damage only insofar as we have a pertinent insurance coverage or in case we are liable because of gross negligence or premeditation.
  17. Engineer Standards
    If any engineer standards are listed in our confirmation of order, the version valid on the day of execution of the order confirmation shall apply in case of doubt.
  18. Place of performance, Venue, Applicable Law
    1. Iserlohn shall be the place of performance for all obligations derived from this contractual relationship, whether directly or indirectly. This includes the duty of payment.
    2. For both parties venue shall be the registered office of our company. This shall apply to any legal proceedings for protested bills and checks, too.
    3. The laws of the Federal Republic of Germany applicable for legal relations between domestic parties shall apply exclusively. The INCOTERMS as valid at the time shall apply to the interpretation of delivery clauses.
  19. Partial Ineffectiveness
    Should individual provisions in these conditions be legally ineffective, such ineffectiveness shall not cause ineffectiveness of the other provisions.
  20. Storage of Data
    We store data according to the German Federal Data Protection Act.