General terms and conditions of business and delivery
The following terms and conditions apply to all of our contracts, deliveries and other services to merchants, legal entities under public law or special funds under public law. Conflicting general terms and conditions of the contractual partners are hereby expressly rejected. These general terms and conditions, in particular purchasing conditions, shall not form an integral part of the contract. Our contractual partners recognise these general terms and conditions as forming an integral part of the contract for all future legal relationships. The contractual partner waives the objection to the general terms and conditions not being expressly included in future delivery relationships
2. Offer and conclusion of contract
Our offers are always non-binding.
3. Prices and payments
Our prices are always plus freight, postage and statutory value added tax in the currently applicable amount, unless otherwise agreed in writing and confirmed by us. Only at the express request of our customer do we insure the goods against transport damages on behalf of our customer. If more than four months elapse between the scheduled delivery date and our goods delivery for reasons for which we are not responsible, we are entitled to appropriately increase the agreed prices in accordance with price increases for raw and auxiliary materials, taxes, duties, and increased wages.
We reserve the right to only deliver concurrently against payment of the agreed prices. Without prejudice to our claim to the calculation of due interest, the statutory default interest rate of 8% above the respective base rate shall be applied from the default. The right to claim further damage is expressly reserved. Our invoices are considered accepted if the customer does not object in writing within 30 days of receipt of the invoice.
Offsetting with contested and not legally established counterclaims is not permitted. The assertion of a right of retention due to claims that are not based on the same contractual relationship is excluded if these claims are not recognised by us and have not been legally established.
4. Deterioration of the contractual partner’s financial situation
If one of the events described below occurs or if such has occurred before the contract was concluded, however only became known to us after the contract was concluded, we may request advance payments in the amount of the agreed prices. This applies to the following events: the opening of insolvency proceedings is applied for against the assets of our contractual partner and the application is not withdrawn or rejected within four weeks, or the opening of such proceedings is refused due to insufficient assets, or written credit information from a bank or credit agency is available from which the creditworthiness of our contractual partner results.
If one of the above-mentioned events occurs or if our contractual partner does not pay due invoices despite a reminder, we are also entitled to inspect our contractual partner’s warehouse in order to secure our retention of title.
If, in such cases, our contractual partner does not comply with our legitimate request for advance payment or inspection of its warehouse within a reasonable grace period set by us, we are entitled to withdraw from the contract or to demand compensation for non-performance.
5. Default of acceptance by our contractual partner
If our contractual partner is in default of accepting our services in whole or in part, we are entitled to either withdraw from the contract and/or claim compensation for non-performance after a reasonable grace period set by us has expired. Our statutory rights in the event of default in acceptance by our customer remain unaffected.
6. Compensation for non-performance
In every instance in which we are entitled to compensation for non-performance, we can demand 15% of the contractual price without proof as compensation, unless our customer can prove to us that no or only minor damage has occurred. Our right to claim higher actually sustained damages remains unaffected.
7. Illustrations, information on quality, properties and dimensions
All illustrations and all information in offers, catalogues, brochures, price lists, descriptions, illustrations, drawings and such like are only approximate. Insofar as the subject of the contract does not undergo any significant change for our contractual partner, we reserve the right to make changes to the models, constructions or equipment. Our information on the dimensions, properties and intended use of the subject matter of the contract serve merely to describe the product and do not contain any assurances of properties. When ordering, the customer must take into account the technical information in accordance with the state of the art, legal and technical regulations and, if applicable, individual legal agreements.
8. Packaging, dispatch and transfer of risk
If packaging is provided on loan, it remains our property. If the packaging is not returned within three months, we are entitled to payment of the full value of the packaging. In any case, the risk is transferred to our customer when the goods are dispatched from our factory, even if, as an exception, carriage paid delivery has been agreed. If there are no shipping instructions from our contractual partner or if a deviation from such shipping instructions appears necessary, we will ship to the best of our judgment without any obligation to use the cheapest and fastest shipping.
If dispatch is delayed at the request of a contractual partner or for reasons for which our contractual partner is responsible, the goods will be stored at the expense and risk of our contractual partner. In such case, the risk is transferred to our customer with our notification of readiness for dispatch. If a delivery "free on lorry” to an unloading point is agreed, the point in question must be on a route that is easily accessible for trucks. In such case also, the recipient is solely responsible for prompt and proper unloading. We charge waiting times. We are entitled to make partial deliveries.
9. Delivery deadlines, delay and impossibility of performance
Specified delivery deadlines shall be adhered to whenever possible. Slightly exceeding the deadline is permitted. Delivery deadlines and dates are only considered fixed if we have confirmed this in writing. The delivery period begins with the conclusion of the contract, however not before our customer has provided documents, permits and releases, and receipt of any agreed down payment.
If we are in default with the service, or if the service is impossible for us due to reasons beyond our control, claims for damages by our contractual partner are excluded, unless the delay or impossibility was due to intent or gross negligence. Our contractual partner’s statutory right to withdraw from the contract remains unaffected, whereby the grace period to be set by our contractual partner in the event of default must be at least six weeks. A right of withdrawal to which our contractual partner or we are entitled generally only extends to the part of the contract that has not yet been fulfilled, if this is not unreasonable for the person entitled to withdraw.
10. Warranty and compensation
VEOX - anodised aluminum strip, aluminum and copper strips Contract work
Our products are free from material defects if they are of the agreed quality when the risk is transferred. This also applies to insignificant faults or slight deviations in quantity. Roll marks and stripes, regular roll structures as well as colour deviations and stains caused by different viewing angles as well as soiling of the surface, abrasion points, chafing points, kinks and folds at the coil beginning and end do not constitute a defect that justifies a complaint.
Excess or underweight or over- or under deliveries of up to 10% are permissible and do not justify complaints.
When performing contract anodising or contract coating, we are only liable for our processing procedures. A shortfall between the incoming and the outgoing delivery quantities is process-related and does not entitle to an assertion of claims.
New products (reels)
Our products are free from material defects if they are of the agreed quality when the risk is transferred. This also applies in the case of insignificant optical errors or minor dimensional deviations. The data stated in our order confirmation are decisive.
Refurbished products (spools)
All warranty claims are excluded for used or refurbished products, unless, as an exception, we have given a written guarantee. Any further warranty claims beyond the specified scope of a written warranty are excluded.
If a defect is found, the defect must be notified immediately, however no later than within two weeks, unless it is a defect that was not discernible during the due inspection of incoming goods.
Incorrect usage instructions do not trigger claims for material defects.
Justified claims for defects are directed towards supplementary performance. Supplementary performance shall take place at our discretion by remedying faults or delivering a product free of faults. Claims for subsequent performance are limited to services provided at the customer’s headquarters.
If the supplementary performance fails twice, the customer may withdraw from the contract or reduce the purchase price.
Claims for damages are excluded unless otherwise stated below.
Compensation claims exist:
- for damage to life, body and health due to a culpable breach of duty/violation of legal interests by the supplier, his legal representatives or vicarious agents (e.g. employees, workers, executives or subcontractors),
- for other damage caused by an intentional or grossly negligent breach of duty/violation of legal interests by the supplier, his legal representatives or qualified vicarious agents (e.g. executive employees),
- for damage caused by the culpable breach of essential contractual obligations,
- for claims deriving from the culpable breach of pre-contractual obligations if the breach of duty occurs prior to its inclusion in these general terms and conditions
- for claims under the Product Liability Act. These remain unaffected.
Claims for damages are limited to the foreseeable damage typical for the contract, unless it concerns damage to life, body and health.
We warrant that our products are free from defects for a period of one (1) year from delivery. The warranty period for repair work and installed replaced parts ends with that of the original delivery item.
Mandatory product liability law remains unaffected.
11. Producer liability
Our contractual partner shall indemnify us for all claims for damages that third parties assert due to the provisions on tortious acts or product liability due to faults or defects in the goods manufactured or delivered by our contractual partner, insofar as such claims against our contractual partner are justified or are no longer justified only because the limitation period has subsequently elapsed. Under such conditions, our contractual partner shall also indemnify us for the costs of legal disputes that are brought against us due to such claims. The above provisions do not apply if we have acted with intent or gross negligence with regard to the errors or defects.
12. Property rights
If manufacturing and deliveries are made based on drawings or other information provided by our contractual partner and property rights of third parties are thereby infringed, our contractual partner shall release us from all third-party claims. This does not apply if we acted with intent or gross negligence in relation to the violation of property rights.
13. Retention of title
Until fulfilment of all our claims towards the buyer now or in the future have been met, the buyer grants us the following securities, from which we release them upon request at our discretion, provided their value exceeds our claims by more than 10%.
Delivered goods remain our property. Processing or transformation always takes place for us as the manufacturer, however without any obligation on us. If the goods delivered by us are processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the invoice value of the goods delivered by us to the invoice value of the other goods used at the time of processing. If our goods are connected with other movable objects into a single object or inseparably mixed, and the other item is to be regarded as the main item, the buyer agrees joint ownership with us in proportion to the extent to which the main item belongs to him.
Items to which we are entitled to ownership or co-ownership are hereinafter referred to as reserved goods. Our contractual partner is entitled to sell the reserved item in the ordinary course of business, provided that he also agrees on retention of title with his buyer until payment has been made in full. In addition, he is entitled to combine or mix the reserved item with items of others in the ordinary course of business.
Our contractual partner hereby assigns to us the claims arising from the sale, combination or mixing or any other legal reason with regard to the reserved goods, either in full or in the proportion in which we are entitled to co-ownership of the sold, processed or mixed object. This also applies accordingly if our property rights and those of our contractual partner have expired. If such claims are included in current invoices, this assignment also includes all balance claims.
We authorise our contractual partner, subject to revocation, to collect the assigned claims. Our contractual partner shall transfer the collected amounts to us immediately, insofar as and as soon as our claims are due. If our claims are not yet due, the amounts collected shall be recorded separately by our contractual partner. At our request, our contractual partner must name the debtors of the assigned claims and notify them of the assignment; we are entitled to notify the debtors of the assignment ourselves.
Upon suspension of payments or application for or opening of insolvency proceedings, the rights of our contractual partner to resell, use or install the reserved goods and the authorisation to collect the assigned claim expire even without our revocation of the authorisation. The right to collect claims on the seller's behalf is also forfeited if there is a cheque or bill of exchange. Our contractual partner must notify us immediately of any third party access to the reserved goods or the assigned claims. Our contractual partner shall bear any costs of interventions or their defence.
Our contractual partner is obliged to adequately insure reserved goods against fire and theft. If our contractual partner acts in breach of contract, in particular default of payment, we are entitled to take back the reserved goods at the expense of our contractual partner or, if necessary, to assign our contractual partner’s claims to surrendertowards third parties. If we take back or seize the reserved goods, this shall not constitute a withdrawal from the contract, unless consumer credit law applies.
14. Severability Clause, Place of Fulfilment and Jurisdiction, Applicable Law
If one of the provisions in our General Terms and Conditions should be wholly or partially ineffective, a provision shall be deemed to have been agreed in its place that comes closest to the meaning of the ineffective provision, taking into account the legitimate interests of both contractual partners.
The place of fulfilment and exclusive place of jurisdiction for deliveries and services as well as all disputes arising between the parties is Hagen, Westphalia.
The relationships between us and our contractual partners are governed exclusively by the law applicable in the Federal Republic of Germany, to the exclusion of international sales law (CISG).
General terms and conditions of business and delivery