General conditions of sale and delivery
I. Conclusion of the contract
1. The following conditions shall apply exclusively to all offers tendered by us and to all contracts concluded with us. Terms and conditions of the customer shall apply only subject to our express written consent.
2. Our General Conditions of Sale and Delivery shall only be applicable to contracts with commercial parties.
3. Any orders placed with us shall be binding for the customer until they are expressly accepted or rejected. However, ten days after the order is placed or job is assigned, at the earliest, the customer may set for us in writing an appropriate grace period of ten days, after which the order/job will be deemed to have been rejected by us if this period expires without successful results.
4. A contract shall only be deemed to have been finalised with our written order confirmation or with collection or delivery. No additional oral agreements shall be made.
1. Delivery periods shall only begin following the full clarification of all details. Compliance with any agreed delivery periods shall be subject to the fulfilment of contractual obligations by the customer.
2. If we culpably do not comply with delivery dates, the customer shall be obligated to set us an appropriate grace period of at least 14 days in writing. Once this grace period has elapsed, the customer may withdraw from the contract.
3. The supplier shall be entitled to make partial deliveries so far as is reasonable.
4. Unless otherwise explicitly guaranteed in writing, delivery dates shall be approximations, i.e. a fixed delivery date cannot be guaranteed. We shall therefore assume no liability for costs or follow-up costs resulting from "late" deliveries.
1. Transport shall always be carried out at the risk and expense of the customer.
2. Freight and loading costs shall be charged to the customer directly and not paid by us. The customer must report any transport damage to the carrier in writing before the contractual products are accepted or after acceptance, in accordance with legal requirements and deadlines.
3. We shall be entitled to use our own shipping company following consultation with the customer at the customer's expense and at usual market prices.
1. The number of units at the time of delivery shall be used for price calculation.
2. Should there be unforeseeable changes to market prices or manufacturing costs or other changes to the contractual products, the parties shall renegotiate the prices in the event that there is a considerable change to the costs involved in producing the contractual products (e.g. change to material and/or labour costs). A "considerable change" refers to price changes of at least +/-10%.
3. Our prices are valid ex works or ex warehouse. They shall be agreed in writing. Packaging and freight costs shall be agreed separately.
4. Pallets and lattice boxes shall only be made available on loan. The customer shall bear the cost for returning these. They shall be invoiced by us if they are not returned.
V. Terms and conditions of payment
1. Interest payable on arrears shall be charged at 8% above the interest rate of the European Central Bank. Default shall occur 30 days after the invoice has been issued, unless a longer or shorter payment term has been separately agreed.
3. If a cheque from the customer is protested by us or a third party, we can immediately call in the total debt due to us. In such an event, we shall only be obligated to dispatch further deliveries to the customer if advance payment has been made or we have received sufficient assurance that the amount due will be paid. If the customer is not prepared to or is unable to make an advance payment or provide assurance that the amount due will be paid, we may withdraw from the contract after setting a time limit including a warning of imminent termination.
2. Only undisputed claims or those determined with legal validity shall entitle the customer to compensation or the right to retain payments. In addition, the customer may exercise the right of retention only in the case of counterclaims based on the same contractual relationship.
3. If an agreement has been made to pay in instalments, the total amount shall become due immediately as soon as the customer fails to pay an instalment after ten days of it falling due or longer.
VI. Retention of title
1. All items delivered shall remain our property until settlement of our total receivables, including future receivables, resulting from the business relationship. The suspension of individual receivables in a current account or the balancing and acknowledgement thereof shall not cancel the retention of title.
2. If the delivered items are processed to form new commodities by the customer, the processing takes place on behalf of us, without any obligation arising from this on our part. The new commodity shall become our property. If the goods are processed together with other goods that do not belong to the customer, we shall obtain co-ownership of the new commodity in the same ratio as that between the value of the goods under retention of title and the value of the other goods at the time of processing.
3. The customer shall be obligated to store goods delivered by us that are subject to the retention of title separately from third-party goods. If, contrary to this obligation, goods that are subject to the retention of title are mixed with third-party goods and/or with our rental goods, and the goods that are subject to the retention of title can no longer be separated from third-party goods, we shall become co-owners in accordance with legal provisions. If the customer acquires sole or joint ownership by mixing the goods, the customer shall assign co-ownership to us according to the ratio between the value of the goods that are subject to the retention of title and the value of the third-party goods at the time of mixing. The value of our goods shall be determined based on our list price minus an appropriate reduction for used goods. In these cases, the customer must store the items which are in our ownership or co-ownership, and which also count as goods that are subject to the retention of title, free of charge.
4. If goods that are subject to the retention of title are sold by the customer either on their own or together with other goods, the customer shall assign the claims arising from the resale to the value of the goods that are subject to the retention of title, with all ancillary rights and priority over the other claims. If the resold goods that are subject to the retention of title are jointly owned by the customer, the assignment of the claims shall thus extend to the amount equal to the customer's share value of the joint ownership. The value of the goods shall be determined based on our list price minus an appropriate reduction for used goods.
5. We shall authorise the customer, reserving the right of revocation, to collect the receivables assigned in accordance with Point 4. We shall make no use of our own authorisation to collect as long as the customer meets their payment obligations, including those vis-à-vis third parties. At our request, the customer must inform us of debtors where assigned claims exist and he must advise the debtors of the assignment. We shall also be authorised to advise the debtors of the assignment ourselves.
6. In the event of compulsory enforcement measures by third parties against the goods that are subject to the retention of title or the transferred claims, the customer shall notify us immediately, handing over the documents required for the objection.
7. If payment is suspended, if there is a petition for or institution of bankruptcy or out-of-court composition proceedings, the right to the resale, use or installation of the goods that are subject to the retention of title and the authorisation to collect the outstanding debts assigned shall be terminated. Direct debit authorisation shall also lapse if a cheque is protested. In such cases, we shall be entitled to retrieve our goods that are subject to the retention of title. If the customer has mixed goods that are subject to the retention of title with third-party goods, we shall be entitled, in consultation with the customer, to separate our goods that are subject to the retention of title in accordance with the accounting records. If the customer refuses to cooperate in this separation, we shall be entitled to carry this out with the assistance of a recognised expert.
8. Should the security accruing to us under such advance assignment exceed the value of our secured receivables by more than 10%, we shall have a duty of re-assignment or release to this extent, as we shall choose. The value of our secured receivables shall be determined based on the price for which we have invoiced our customer.
9. Should the customer adopt a receivable, assigned to us from the resale of delivered goods, into a current-account agreement which they are maintaining with their customers, the current-account receivable shall be assigned in full. After balancing has been carried out, it shall be replaced by the acknowledged balance assigned in the amount constituting the original claim.
VII. Warranty, exclusion of liability and liability
1. The warranty period for our contractual products shall be 24 months. The warranty period shall begin on the date the goods are delivered.
2. Furthermore, our warranty and liability shall initially be limited to the provision of replacement goods free of charge for goods that are demonstrably faulty. If we fail to rectify the defects, the customer shall have the right to withdraw from the contract. In the event of only a minor infringement of the contract, particularly for minor defects, the customer shall not be entitled to withdraw from the contract. The customer shall not be entitled to claim a price reduction.
3. If the customer chooses to withdraw from the contract on the grounds of defect of title or material defect following failed subsequent performance, the customer shall not be eligible for any claims for damage on the grounds of the defect.
4. If the customer opts to submit a claim for damage on the grounds of failed subsequent performance, the goods shall remain with the customer if this is reasonable. The claim for damage shall be limited to the difference between the purchase price and the value of the defective goods. This shall not apply if we have fraudulently caused violation of the contract.
5. Our product descriptions are only general descriptions. Public statements and recommendations shall not constitute any contractual representation as to the condition of the goods.
6. The customer may only claim compensation for damage due to non-performance or withdraw from the contract if we have neither rectified defects nor provided a replacement delivery despite a time limit having been set, or if a replacement delivery or rectification of defects is not acceptable to the customer.
7. Unless otherwise specified below, further claims by the customer – irrespective of the legal grounds – shall be excluded. Thus, we shall accept no liability for damage not directly occurring on the goods delivered by us; in particular, we shall accept no liability for loss of profit, damage to the goods supplied or any other types of pecuniary loss incurred by the customer. The aforementioned exclusion of liability shall not apply to damages resulting from loss of life, physical injury or damage to health and nor does it apply if the cause of damage is based on malicious intent or gross negligence or if a contractual obligation which is essential to the business relationship (cardinal obligation) was violated. Nor shall it apply to the extent that the buyer has the right to claim damages due to non-fulfilment of a warranty. The exclusion of liability shall also not apply to claims according to Sections 1 and 4 of the German Product Liability Act [Produkthaftungsgesetz]. Liability shall be limited to the foreseeable damage typical of the contract with the exception of the cases outlined under Point 7, Paragraphs 3 and 5. No change of burden of proof to the disadvantage of the customer shall be connected with the preceding provisions under Point 7.
We shall be entitled to transfer our receivables from purchase agreements and to transfer the contractual products to third parties by way of security. In such cases, however, we shall be authorised by the owner and/or holder of the receivables to process the contract of sale in its entirety.
1. All payments must be made exclusively to us. Any claims against us may not be transferred.
2. The place of performance for the legal relations between both parties shall be our headquarters.
3. For all contractual and non-contractual disputes, the local and international sole jurisdiction of the district court or the regional court of our company headquarters – chamber of commerce – shall be agreed depending on the value of the matter in controversy if the sub-supplier has the status of a merchant or if the sub-supplier's usual residence or principal place of business is not within the Federal Republic of Germany. This jurisdiction shall exclude in particular any other jurisdiction that may be legally provided because of a personal or material association. Furthermore, the customer shall not be entitled to initiate legal proceedings against our company before any other than the sole appropriate court in respect of counterclaim, compensation or retention. We shall, however, also be entitled in individual cases to take action at the place of business of the customer or any other court having jurisdiction based on domestic or foreign law.
4. The business relationships between the parties shall be governed exclusively by German law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) dated 11th April 1980 shall hereby be excluded.
5. Should one or more of the conditions become entirely or partially invalid, the validity of all other conditions shall remain unaffected. In so far as that a reasonable part of the invalid clauses remains valid, then this part shall remain in force. The parties are already obliged to negotiate a substitute regulation that approximates the economic result of the ineffective clause as closely as possible.
6. The German version of this contract is the only valid version. A non-binding translation of the contract into English will be provided on request.
SPECIAL CONDITIONS FOR SINGLE-PANE SAFETY GLASS
These special conditions supplement our General Conditions of Sale and Delivery (version dated April 2003) and shall apply to all single-pane safety glass offered by us.
Technical details can be found in our "Transparency in glass construction" product portfolio, which we will be happy to send to you for a fee.
Deliveries shall be made ex works by the preliminary supplier.
Our prices are quoted by the square metre, without prepayment, packaging or insurance.
The panes are not generally packaged individually, but rather in accordance with technical transport and product requirements or based on the progress of construction, either in boxes, reusable boxes or on racks provided by us or the preliminary supplier.
Should the customer request that the goods are delivered in disposable packaging or a type of packaging that is not normally used, the customer shall bear the additional costs involved. These prices are available on request.
In the case of deliveries on or using reusable packaging, this packaging shall remain the property of us or the preliminary supplier and must be handled carefully by the buyer. The delivery note is considered to be confirmation of receipt of customary packaging.
The return of packaging as per Section 4 of the regulation on packaging may only take place during business hours. This packaging must also be clean and free from foreign objects and sorted according to the different packaging types. We shall otherwise be entitled to charge the customer for any additional costs involved in proper disposal.
The buyer shall also undertake to return the packaging to the preliminary supplier within 30 days of receipt. Packaging may only be returned during business hours and with prior notice. If the packaging has not been returned within 200 days following delivery without corresponding written approval, we shall be entitled to charge the buyer the residual value of the particular packaging.
If a certain weight of packaging must not be exceeded, this must be declared when the order is placed. Any additional costs resulting from this shall be borne by the customer.
3. Conditions of delivery
The delivery date always refers to the day of shipment ex works.
Unless otherwise explicitly guaranteed in writing, delivery dates shall be approximations, i.e. a fixed delivery date cannot be guaranteed. We shall therefore assume no liability for costs or follow-up costs which result or may result from "late" deliveries.
Changes to the delivery date may only be made up to two weeks prior to the originally specified delivery date. Any changes are only considered to have been agreed if the change request has been confirmed in writing.
4. Shipment and insurance
Crane unloading shall generally take place at the expense and risk of the buyer.
If specifically requested, shipments can be insured by the preliminary supplier against general transport risks for seven days from the actual shipment date. The insurance premium shall amount to 1.5% of the value of the goods plus a one-off handling fee of €15.00 and shall be invoiced with the goods. The insurance premium shall remain subject to change and cannot be guaranteed by us. The premium may differ for curved panes.
Once this period has elapsed, the shipment shall no longer be insured. Transport damage must be reported in writing immediately, within eight days following receipt of the shipment at the first place of unloading at the latest. Once this period has elapsed, we shall reject any claims for compensation.
The conditions pertaining to warranty, exclusion of liability and liability as outlined in our General Conditions of Sale and Delivery shall generally apply.
6. Specific information
Models and templates must be sent to us free of charge. Templates sent to us will be returned with the delivery. If, in exceptional circumstances, the templates are not returned, we will store them for three months following the date of delivery. If the customer does not request the return within this period, we shall be entitled to destroy/dispose of the templates after this period without claims for damages being filed against us. Liability for damage or loss during the storage period shall be determined based on general basic principles.
Every template must be labelled with the name, type of glass, visible side or designations "top" and "bottom".
In the event of differences between the order and the template, the dimensions of the template shall be used for the production process.
Templates must be made from a material that does not change dimension as a result of exposure to moisture or other climatic influences.
Since the glass comes into direct contact with the templates during processing, the material must have a smooth surface in order to avoid scratches or scrapes.
Templates must replicate the original pane to be delivered in its entirety with the nominal size. Partial templates shall only be permitted in exceptional circumstances and only if the part not included is shown on the partial model with its exact size and position.
In the case of small pieces of glass below a certain square meterage of the panes, a minimum area will be invoiced. This area will be disclosed on request.
The surface shall be calculated 1:1 rounded to whole centimetres from one decimal point. The circumference of the smallest rectangle shall be used as the basis for model panes.
In all other respects, the General Terms and Conditions of the preliminary supplier apply, which can be provided on request.
Should one or more of the conditions become entirely or partially invalid, the validity of all other conditions shall remain unaffected. In so far as that a reasonable part of the invalid clauses remains valid, then this part shall remain in force. The parties are already obliged to negotiate a substitute regulation that approximates the economic result of the ineffective clause as closely as possible.
Last changed: April 2003