General sales and delivery conditions
I. Conclusion of contract
1. The following conditions apply to all quotations submitted by us as well as to all contracts concluded with us. Customer conditions shall only apply if these have been explicitly confirmed in writing.
2. Our general sales and delivery conditions only apply to contracts with commercial parties.
3. The customer shall be bound by the orders placed with us until they have been accepted or rejected. He can however set a reasonable term ten days after his purchase order or order after the fruitless expiry of which the purchase order / order shall be deemed as rejected by us.
4. A contract is deemed to be concluded with our written order confirmation or with the immediate collection or delivery. Additional verbal agreements are not made.
II. Delivery
1. Deliveries will only commence after the complete clarification of all performance details. Observance of the delivery time, for example, is subject to the fulfillment of any contractual obligations by the customer.
2. If we culpably omit to comply with delivery dates, the client is obligated to set us a target of at least 14 days. After the expiry of this extension the costumer is entitled to withdraw from the contract.
3. The supplier shall be entitled to partial deliveries to a reasonable extent.
4. Unless this has been expressly assured in writing, delivery dates quoted are approximate, i.e. a fixed delivery has not been guaranteed. We therefore do not assume any responsibility for direct or indirect costs that have arisen due to "late" delivery.
III. Transport
1. Transport shall be carried out at the risk and expense of the customer.
2. Freight and loading expenses shall be billed to the customer directly by the transporter and no advance payments shall be made by us. Any transport damages must be reported to the transporter by the recipient prior to acceptance of the goods, or after acceptance pursuant to pertinent legal requirements and deadlines in writing.
3. We are entitled, after prior consultation with the customer, to commission our regular carrier at regular market rates.
IV. Prices
1. The number of units determined at the time of delivery will be used for the calculation.
2. Should the contractual products be subject to market price adjustments, manufacturing cost changes or other changes, the parties shall renegotiate the prices anew if there is a considerable change in the production costs (e.g. change in material or personnel costs) for the contractual product. Changes amounting to +/-10% are deemed considerable.
3. Our prices are ex works or warehouse. They shall be negotiated in writing. A separate agreement shall be made on packaging and freight costs.
4. Pallets and barred boxes are only provided on loan. The customer must return them at his own expense. These shall be billed in the event that they are not returned.
V. Payment conditions
1. Interest payable on arrears will be charged at 8% above the current base interest rate of the European Central Bank. The customer shall be deemed to be in default of payment 30 days after receiving our invoice if no other longer or shorter payments targets have been agreed.
3. If a check from the customer is disputed by us or a third party we are entitled to claim the total debt. We shall only be obligated to further supply the customer on a prepayment basis or upon fulfillment of our receivables. Should the customer not be willing to effect an advance payment or fulfillment, we are entitled after a term and formal notice of penalty to withdraw from the agreement.
2. Only undisputed claims or those determined with legal validity shall entitle the customer to offset claims or retain payments. Also he is authorized to exercise his right of retention in as far as his counterclaim is based on the same contractual relationship.
3. In the event of partial payments, the total amount shall become due once the customer is ten days or more in default.
VI. Reservation of title
1. All items delivered shall remain our property until settlement of our total receivables due out of business transactions, including future receivables. The adjustment of individual claims for current invoices or account balancing does not affect the reservation of title.
2. If the delivered items are processed to form new commodities by the purchaser, the processing takes place on our behalf, without any obligation arising from it. The new commodity becomes our property. Should such work on delivered goods take place together with goods not belonging to the customer, we shall acquire joint ownership of the new commodity in the ratio of the value of the reserved goods to the other goods at the time of processing.
3. The customer is obligated to store reserved goods delivered by us separately. If contrary to this obligation reserved goods are mixed with third-party goods or with our rental goods and can the reserved goods no longer be separated from third-party goods, we shall be deemed co-owners as per legal requirements. If the customer acquires sole property or co-ownership through connecting, combining or mixing, then he hereby now already assigns co-ownership to us according to the ratio of the value of the reserved goods to the other goods at the time of connecting and mixing. The value of our goods shall be based on our list price under consideration of a suitable allowance for usage. In these cases the customer must keep the object which is our property or co-ownership, which is also considered reserved goods, in safekeeping free of charge.
4. Should reserved goods be sold by the customer, either alone or with other goods, the customer hereby assigns to us here and now the receivables due from the resale to the amount of the value of the said reserved goods, with all ancillary rights and priorities. If the reserved goods are the joint ownership of the customer, the assignment of the claim thus extends to the amount equal to the share value of the co-ownership. The value of the goods is based on our list price under consideration of a suitable allowance for usage.
5. We authorize the customer to collect the claims assigned to us in accordance with paragraph 4. We shall make no use of our own authorization to collect as long as the customer meets his payment obligations, including to third parties. The customer must, at our request, immediately inform us of the assigned claims and the debtors in respect thereof. We are authorized also to notify the assignment to the debtors ourselves.
6. The customer is required to inform us promptly of any changes made to our property by third parties, in particular, any measures taken in relation to foreclosure by third parties, including the submission of any documentation to substantiate claims to the contrary.
7. In case of suspension of payments, application for bankruptcy proceedings or opening thereof, or application for a creditors composition or opening thereof, whether in or out of court, the right of resale, use or installation of the reserved goods, and the permission to collect assigned claims. Permission to collect assigned claims shall also lapse if a check is protested. In such cases, we are entitled to collect our reserved goods. If the customer has mixed/processed the goods to which we retain title and/or rental goods with other goods, we are entitled, in collaboration with the customer and based on the invoicing documents, to separate out our reserved goods. Should the customer fail to comply with this separation, we are entitled to effect it with the assistance of an expert.
8. If the security we are entitled to is higher than the value of our secured claims by more than 10% due to the pre-assignation, we are obliged to retransfer or release the claims according to our choice. The value of our secured receivables shall be determined by the sum for which we have invoiced the customer.
9. If a buyer includes a claim from the resale of a delivery item from us into mutual accounts, current account receivables shall be deemed assigned in full amount. After settlement of accounts it is replaced by the accepted accounting balance that is deemed paid to the amount worked out as the original claim.
VII. Warranty, disclaimer and liability
1. The warranty period for our contractual products is 24 months. The warranty period starts at delivery.
2. Our liability for goods proven to be defective within the warranty period is limited to repair or replacement. If replacement goods also prove materially defective, the customer shall have the right to withdraw from the contract. The customer is not entitled to withdraw from the contract in the event of minor breeches, particularly in the event of minor defects. In no event shall the customer be entitled to reduce the contract price.
3. A customer electing to withdraw from the contract after demonstrating a material defect with replacement goods is not entitled to make any claim for compensation.
4. A customer seeking damages rather than withdrawing from the contract shall retain the goods if it is commercially reasonable for the customer to do so. The damages to which the customer is entitled shall be no greater than the difference between the value of the defective goods and the purchase price of the goods. This does not apply if our failure of performance is caused by our intentional acts
5. Our product descriptions are only general descriptions. Any public statement and recommendation is no description of the characteristics of the specific products that are the subject of the contract.
6. The customer shall only have the right to withdraw from the contract to the extent that we have failed to remedy the proven defect or provide a replacement within a reasonable period fixed for remedy.
7. To the extent not stated differently below, the buyer is not entitled to any further claims irrespective of their legal grounds. We are not liable for any damages other than those to the delivered goods themselves. We are in particular not liable for lost profits, incidental, or consequential damages. The foregoing limitation of liability shall be applicable in case of damages claimed for personal injury or death or in case the damages arising from gross negligence or due to breaches of cardinal obligations of the contract. These limitations shall also be deemed not to apply to the extent that the customer has the right to claim damages pursuant to a breach of warranty. Moreover, the warranty disclaimer shall not apply for claims pursuant to §§ 1 and 4 Produkthaftungsgesetz (German Product Liability Act). The liability is limited on the foreseeable typical damage but not in the cases of section 7, sentence 3 and 5. The above provisions in section 7 do not imply a change in the burden of proof to the detriment of the customer.
VIII. Ownership/assignment
We are entitled to surrender any claims from sales contracts and to transfer the contractual goods to third parties. We are, however, in such cases authorized by the owner and/or creditor to fully conclude the purchase contract.
IX. General
1. Payments may only be made to us. Any claims against us may not be transferred.
2. The place of performance for the mutual legal relationship is our registered office.
3. For all contractual and non-contractual disputes the local and international sole jurisdiction of the local court or regional court of our registered office – chamber of commerce – will be stipulated dependent on the matter in controversy if the orderer has the status of a merchant or if the orderer’s usual residence or principal place of business is not within the area of Germany. This jurisdiction excludes in particular any other jurisdiction that may be legally provided because of personal or material association. Furthermore, the customer is not entitled to initiate legal proceedings against our company before any other than the sole appropriate court in respect of counterclaim, compensation or retention. We are, however in individual cases entitled to bring charges at the registered office of the customer or before other courts having jurisdiction for reason of German or foreign law.
4. The laws of the Federal Republic of Germany apply to the legal relationships between the parties. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 is however excluded.
5. Should one or more of the above-named provisions become entirely or partially invalid, all other provisions shall remain unaffected. When in the invalid clause a more relevant and valid part remains, this is hereby upheld. . The parties are to hereby agree on an alternative provision which comes as close as possible to the financial effect of the invalid clause.
6. Only the German version of this contract is binding. A non-binding translation in English shall be included if necessary.
Special conditions for single-pane safety glass
1. General
These special conditions shall supplement our general sales and delivery conditions of April 2003 and apply to all single-pane safety glazing sold by us.
For further technical information please refer to our product folder "Transparency in glass construction", which we would be happy to send to you upon request free of charge.
2. Delivery
Delivery shall take place ex works of the sub-contractor.
Our prices are generally considered to be per square meter, ex works, unpackaged and uninsured.
The glass panes shall not by principle be packaged by position, but in line with transport and product-technical requirements or construction progress, either in crates, reusable crates or on our frames or those of the sub-contractor.
Should the customer wish to receive shipment in disposable packaging or packaging that exceeds the regular scope, the expenses that amount to the extra cost shall be charged to the customer. These prices are available upon request.
For deliveries on or with disposable packaging, this packaging shall remain our property or that of the sub-contractor and must be treated with care by the orderer. The delivery note shall be deemed as a confirmation of receipt of customary packaging.
The return of the packaging shall only be conducted during regular business hours pursuant to § 4 Verpackungsverordnung (German Packaging Act). The packaging returned must be clean, free from foreign substances and sorted according to the different types of packaging. Otherwise, we shall be entitled to demand the additional cost arising from the proper waste disposal.
The orderer is further obligated to return the packaging to the sub-contractor within 30 days after receipt. The packaging may only be returned during regular business hours and this must be notified in advance. Should the customer fail to return the packaging after 200 days or has no written permission been issued, we are entitled to charge the remaining value of the packaging to the orderer.
If certain packaging weights may not be exceeded, this must be stated at the time of order placement. Any additional expenses arising from this shall be charged to the customer.
3. Delivery conditions
The delivery date specified is the date of delivery ex works.
Unless this has been expressly assured in writing, delivery dates quoted are approximate, i.e. a fixed delivery has not been guaranteed. We therefore do not assume any responsibility for direct or indirect costs that have arisen due to "late" delivery.
Any alterations to the delivery date may only be made two weeks prior to the original delivery date. An alteration shall only be deemed agreed if the alteration order has been confirmed in writing.
4. Shipping and insurance
Crane unloading shall only take place at the expense and risk of the orderer.
Upon special request, deliveries can be insured against usual transport risks for 7 days, starting on the actual day of shipment via the sub-contractor. The insurance premium amounts to 1.5% of the value of the goods plus a one-time process fee of € 15.00 and will be charged together with the goods. Any potential changes to the insurance fees shall remain explicitly reserved, and no guarantees shall be made by us. The premium may vary for bent glass.
After this period has expired, the shipment is no longer insured. Transport damages must be reported immediately, in writing with max. 8 days after receipt of the shipment at the first place of unloading. After this period has expired we must reject any claims for compensation.
5. Warranty
The provision of warranty, disclaimer and liability in our general sales and delivery conditions shall apply.
6. Special provisions
Models and templates must be sent to us free of charge. Templates sent to us shall be returned with the delivery. Should there be no return shipment in exceptional cases, we shall store the templates for a period of three months after the delivery date. If the customer does not request return shipment, we shall be entitled to destroy/dispose of the templates, without any claims to damages accruing there from. Liability for damages or fall during the storage period is based on the general principles.
Each template must be provided with the name, glass type, face side or the designations "up" or "down".
In the event of differences between order and template, the measurements of the template are decisive for manufacture.
Templates must be made of material that does not change in size as a result of climate conditions or moisture.
As the glass comes into direct contact with the templates during processing, the material must have a smooth surface to prevent scratches or scraping.
Templates must fully reflect the pane, be true to the original and in the nominal size. Partial templates are only permitted in certain exceptional cases and only if the non-portrayed part is presented accurately in terms of size and position.
A minimum size shall be charged for small-scale glazing below a certain square meterage. This size can be communicated upon request.
The calculation of the surface shall be 1:1 rounded up to the next full centimeter, including one decimal place. Model panes are based on the smallest surrounding rectangle.
In addition, the general terms and conditions of the sub-contractor shall apply, which can be sent to you upon request.
Should one or more of the above-named provisions become entirely or partially invalid, all other provisions shall remain unaffected. When in the invalid clause a more relevant and valid part remains, this is hereby upheld. . The parties are to hereby agree on an alternative provision, which comes as close as possible to the financial effect of the invalid clause.
Status April 2003
Special conditions for laminated safety glass
1. General
These special conditions shall supplement our general sales and delivery conditions of April 2003 and apply to all laminated and laminated glazing sold by us.
For further technical information please refer to our product folder "Transparency in glass construction", which we would be happy to send to you upon request free of charge.
2. Delivery
Delivery shall take place ex works of the sub-contractor.
Our prices are generally considered to be per square meter, ex works, unpackaged and uninsured.
The glass panes shall not, by principle, be packaged by position, but in line with transport and product-technical requirements or construction progress, either in crates, reusable crates or on our frames or those of the sub-contractor.
Should the customer wish to receive shipment in disposable packaging or packaging that exceeds the regular scope, the expenses that amount to the extra cost shall be charged to the customer. These prices are available upon request.
For deliveries on or with disposable packaging, this packaging shall remain our property or that of the sub-contractor and must be treated with care by the orderer. The delivery note shall be deemed as a confirmation of receipt of customary packaging.
The return of the packaging shall only be conducted during regular business hours pursuant to § 4 Verpackungsverordnung (German Packaging Act). The packaging returned must be clean, free from foreign substances and sorted according to the different types of packaging. Otherwise, we shall be entitled to demand the additional cost arising from the proper waste disposal.
The orderer is further obligated to return the packaging to the sub-contractor within 30 days after receipt. The packaging may only be returned during regular business hours and this must be notified in advance. Should the customer fail to return the packaging after 200 days or has no written permission been issued, we or the sub-contractor are entitled to charge the remaining value of the packaging to the orderer.
If certain packaging weights may not be exceeded, this must be stated at the time of order placement. Any additional expenses arising from this shall be charged to the customer.
3. Delivery conditions
The delivery date specified is the date of delivery ex works.
Unless this has been expressly assured in writing, delivery dates quoted are approximate, i.e. a fixed delivery has not been guaranteed. We therefore do not assume any responsibility for direct or indirect costs that have arisen due to "late" delivery.
Any alterations to the delivery date may only be two weeks prior to the original delivery date. An alteration shall only be deemed agreed if the alteration order has been confirmed in writing.
4. Shipping and insurance
Crane unloading shall only take place at the expense and risk of the orderer.
Upon special request, deliveries can be insured against usual transport risks for 7 days, starting on the actual day of shipment via the sub-contractor. The insurance premium amounts to 1.50% of the value of the goods plus a one-time process fee of € 15.00 and will be charged together with the goods. Any potential changes to the insurance fees shall remain explicitly reserved, and no guarantees shall be made by us. The premium may vary for bent glass.
After this period has expired, the shipment is no longer insured. Transport damages must be reported immediately, in writing within max. 8 days after receipt of the shipment at the first place of unloading. After this period has expired we must reject any claims for compensation.
5. Warranty
The provision of warranty, disclaimer and liability in our general sales and delivery conditions shall apply.
6. Special provisions
Models and templates must be sent to us free of charge. Templates sent to us shall be returned with the delivery. Should there be no return shipment in exceptional cases, we shall store the templates for a period of three months after the delivery date. If the customer does not request return shipment, we shall be entitled to destroy/dispose of the templates, without any claims to damages accruing there from. Liability for damages or fall during the storage period is based on the general principles.
Each template must be provided with the name, glass type, face side or the designations "up" or "down".
In the event of differences between order and template, the measurements of the template are decisive for manufacture.
Templates must be made of material that does not change in size as a result of climate conditions or moisture.
As the glass comes into direct contact with the templates during processing, the material must have a smooth surface to prevent scratches or scraping.
Templates must fully reflect the pane, be true to the original and in the nominal size. Partial templates are only permitted in certain exceptional cases and only if the non-portrayed part is presented accurately in terms of size and position.
A minimum size shall be charged for small-scale glazing below a certain square meterage. This size can be communicated upon request.
The calculation of the surface shall be 1:1 rounded up to the next full centimeter, including one decimal place. Model panes are based on the smallest surrounding rectangle.
In addition, the general terms and conditions of the respective sub-contractor shall apply, which can be sent to you upon request.
Should one or more of the above-named provisions become entirely or partially invalid, all other provisions shall remain unaffected. When in the invalid clause a more relevant and valid part remains, this is hereby upheld. The parties are to hereby agree on an alternative provision which comes as close as possible to the financial effect of the invalid clause.
Status April 2003
