§ 1 Scope of application

All deliveries and services of Alfred Neudert GmbH are provided exclusively on the basis of the following terms and conditions of sale. Our terms and conditions of sale apply exclusively; we do not recognise any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting terms and conditions of the customer.
All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract; should any provision of these terms and conditions of delivery and payment be or become invalid or unenforceable, this shall not affect the validity of the remaining terms and conditions.

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§ 2 Offer - Offer documents

Verbal information and promises, brochures and advertising statements of any kind, in particular descriptions, illustrations, drawings, samples, quality, composition, performance, consumption and usability data as well as dimensions of the contractual goods are subject to change unless they are expressly designated as binding. They do not constitute an assurance or guarantee of any kind whatsoever, unless they are confirmed by us in writing. We expressly reserve the right to make changes in accordance with the latest state of the art.

§ 3 Prices - Terms of payment

1. unless otherwise stated in the order confirmation, our prices are ‘ex works’, excluding packaging; this will be invoiced separately at cost price. More favourable prices can be achieved by accepting packaging units (PU).
2. the statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the day of invoicing.
4. the minimum order value per invoice is Euro 200,- net.
5. For existing customers, we grant a 2% discount for payment within 10 days of receipt of the invoice, unless otherwise agreed.
6. unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of receipt of the invoice, unless different payment arrangements have been agreed with the customer.
7. the customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. The customer shall also have no right of retention due to disputed counterclaims.
 

§ 4 Delivery time

1. the delivery time results from the respective order confirmation. If delivery cannot be made by this date, the customer shall receive a new delivery date.
2. in the absence of an agreement regarding the delivery date, delivery periods are not guaranteed.
3. in the event of delays in delivery due to force majeure, sovereign intervention, natural disasters, war, riots, strikes in our own plants, suppliers or transporters or due to other circumstances for which we are not responsible, Alfred Neudert GmbH is entitled to make up for the delivery after the reason for the hindrance has ceased to exist. However, both parties may withdraw from a concluded contract in whole or in part if one of the aforementioned events leads to a delay in delivery of more than three months beyond the agreed period. Further claims of the contracting parties are excluded.
4. we shall be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.

§ 5 Transfer of risk

Unless otherwise stated in the order confirmation, delivery ‘ex works’ is agreed.

§ 6 Warranty

1. the notification of defects must be made in writing to Alfred Neudert GmbH.
2. if there is a defect in the purchased item for which we are responsible, we are initially entitled, at our discretion, to rectify the defective item or to make a replacement delivery. The packaging and shipping costs incurred in this case will be charged to the customer, as will any discounts taken. In the event of rectification, we shall only bear the expenses up to the amount of the purchase price and shall acquire ownership of the removed components upon removal. In the case of replacement delivery, we shall become the owner of the products and/or components to be replaced upon receipt of the replacement product or components by the customer. If the repair or replacement delivery fails, the statutory provisions shall apply. If a credit note is issued in deviation from this, we shall be entitled to retain 15% of the net value of the goods.
3. the warranty does not cover the elimination of defects caused by external influences or operating errors. Furthermore, the warranty does not apply if the defect found is due to the fact that the customer has not followed our operating or maintenance instructions or the customer or unauthorised third parties have interfered with the purchased item or have made changes to it.
4. we shall also be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.
5. liability for damages is otherwise excluded; in this respect we are not liable in particular for damage that has not occurred to the delivery item itself. This exemption from liability shall not apply if we are in a position to obtain cover for the personal injury or damage to property for which we are responsible under the existing public liability or product liability insurance; machine downtimes are generally excluded from this.
6. The mandatory provisions of the Product Liability Act shall remain unaffected.
7. the warranty period is generally 6 months calculated from the transfer of risk, unless otherwise stated in the brochures of Alfred Neudert GmbH and if a product-specific agreement deviating from this has been made with the customer. The period is a limitation period and also applies to claims for compensation for consequential damage caused by defects, insofar as no claims are asserted in tort; the statutory limitation period applies to these.

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§ 7 Liability

1. any further liability for damages than provided for in § 6 is excluded - regardless of the legal nature of the asserted claim. This applies in particular to compensation for indirect damage (this includes, for example, consequential damage, loss of profit and financial loss) and claims for damages arising from culpa in contrahendo, positive breach of contract or tortious claims in accordance with § 823 BGB.
2. claims for damages due to impossibility or inability shall remain unaffected.
3. the same applies insofar as liability is mandatory due to the provisions of the Product Liability Act.
4. to the extent that our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§ 8 Retention of title

1. we reserve title to the delivered items and rights until receipt of all payments from the delivery contract or from the business relationship with the customer. In the event of behaviour contrary to the contract on the part of the customer, in particular in the event of default of payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall not constitute a cancellation of the contract unless we have expressly declared this in writing. The seizure of the purchased item by us shall always constitute a cancellation of the contract. After taking back the purchased item, we shall be authorised to sell it; the proceeds from the sale shall be offset against the customer's liabilities - less reasonable selling costs.
If a current account relationship exists with the customer, we reserve title to the object of sale until receipt of all payments from the existing current account relationship (business relationship); the reservation refers to the recognised balance. 2.
2. the customer is not authorised to pledge the reserved goods or to assign them as security before the transfer of ownership. In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing.
3. the customer is obliged to treat the purchased goods with care; in particular, he is obliged to insure them adequately at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.

4. the purchaser is entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim, 
which accrue to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. 
resold without or after processing. If there is a current account relationship with the customer, the claim assigned to us by the customer in advance also relates to the recognised balance and, in the event of the customer's insolvency, to the ‘causal’ balance then existing. 
The customer remains authorised to collect this claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, the company Alfred Neudert GmbH undertakes not to collect the claim as long as the purchaser fulfils his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency or composition proceedings has been filed or payments have been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
5. the processing or transformation of the purchased item by the purchaser is always carried out for Alfred Neudert GmbH. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.

§ 9 Export

The delivered goods are subject to the export control regulations of the Federal Republic of Germany applicable to them. The customer undertakes to comply with these provisions and any other provisions of the country to which the goods are delivered.

§ 10 Place of jurisdiction - place of fulfilment

1. if the customer is an entrepreneur, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of residence.
2. unless otherwise stated in the order confirmation, our registered office is the place of fulfilment.

§ 11 Law of the Federal Republic of Germany

All legal transactions concluded by Alfred Neudert GmbH with the customer are subject to the law of the Federal Republic of Germany with the exception of the United Nations Convention on Contracts for the International Sale of Goods.

 

Moos, 01.01.2007