3. Delivery and acceptance
Delivery obligations and terms of delivery are suspended while the purchaser is in default of an amount payable. If doubt arises regarding the solvency of the purchaser, we reserve the right to refuse performance; to make additional fulfilment of securities dependent on it; to demand payment in advance; or to repossess at the original invoice value, less the costs incurred (generally 20% of the value of the goods), the goods delivered subject to retention of title and which are our property without it being necessary to dissolve the contract or engage in other legal measures.
If the purchaser does not accept the goods as contractually agreed and if the delay in acceptance is not caused by an act or omission on our part, the purchaser must pay the amount pursuant to the contract as though the delivery had taken place.
War, operational disruptions, strike, lack of raw materials and orders by public authorities, as well as other cases of force majeure release us from the delivery obligation for the duration of the disruptions and within the scope of their effects. In such cases we are entitled to our choice of withdrawing from the contract completely or in part.
All shipments are at the expense and risk of the purchaser, unless something different is agreed expressly in writing. Risk passes at the same time as the goods are transferred to the first carrier engaged to perform shipping.
If the goods are received in a damaged condition, the purchaser shall submit a report of the facts and/or confirmation from the carrier to maintain the right to compensation.
Unless something different has been agreed in writing, our invoices are immediately due for payment in Nagold. Additional expenses are at the expense of the purchaser, such as bank fees incurred during transfer of the invoice amount and fees to redeem shipping documents. Differences between the calculated rate and the official rate are also at the expense of the purchaser. The purchaser bears the risk of currency losses. Rights to offsetting and retention are excluded in respect of our payment claims.
Any complaints regarding characteristics or the quantity of the goods must be filed within one week of receiving the goods and must include the order date, invoice and shipping number, and an exact description of the complaints. For the purposes of meeting the deadline, it is sufficient if the notice of defects is posted by the deadline. If the purchaser fails to perform the inspection or send the notice of defects on time, the delivered goods are deemed accepted. In the case of substantiated defects for which proper notice was given, we shall either exchange the goods, or take them back and return the purchase price at our discretion. Additional claims of any sort, especially damage claims, are excluded.
7. Retention of title
Our goods do not become the property of the purchaser until the purchaser has settled all outstanding payments deriving from the business relationship.
The purchaser shall participate in measures that we wish to take to protect our ownership of the delivered goods.
If third parties assert rights to the goods subject to retention of title, the purchaser must immediately notify us and support us in proving our ownership.
In cases of doubt, the Incoterms issued by the International Chamber of Commerce apply in the version applicable at the time that the contract was concluded, provided nothing different is provided for in the above terms and conditions. If neither these terms and conditions nor the Incoterms contain an applicable regulation, German law applies in a subsidiary capacity.
9. Law and venue
The law of the Federal Republic of Germany shall apply with due application of the terms laid down by the Uncitral Committee on Trading Law.
The venue for any disputes arising from the contract is the Local Court (AG) of Nagold. If we appear as the plaintiff we are entitled to bring action in court at the domicile of the purchaser.
Nagold, January 2002