General Terms and Conditions

1.1 Our offers and cost estimates are subject to change.

1.2 Contracts and amendments of contracts with us become applicable only and after we have accepted orders by our written confirmation or changes have been mutually agreed with our customers in written or the delivered items or services ordered by the customer have been delivered or rendered.

1.3 We are only obliged to deliver or render goods or services explicitly specified in our offers and/or cost estimates or order confirmations. In case of deviations our order confirmation is applicable.

1.4 Any documentation our customers are granted access to (e.g. technical descriptions, drawings, figures, information on colour, dimensions and weights) only indicate approximate values as are custom in the industry. We are entitled to improve or modify such documentation, values or the objects as such, e.g. changes of colour in as far as these modifications or improvements are acceptable for our customers. For standardised goods the tolerances, e.g. of dimensions, indicated by the standards are applicable.

1.5 We reserve all rights of property or copyrights and/or any other commercial protective rights for all documentation made accessible to our customers. Our documentation is not to be used in any other ways, especially not copied or made accessible to third parties without our written confirmation. The documentation is to be returned immediately to us on demand.

2.1 Terms of notice and dates are only binding for us as long as they have been explicitly agreed with our customers in written.

2.2 Agreed times for delivery or services to be rendered start with the date of our written confirmation of the order, given that agreed duties of our customers, e.g. advance payment, are fulfilled.

2.3 Agreed times shall be duly prolonged in case the contract with our customer is amended or changed or in case the customer does not fulfil his obligation to perform or to co-operate in due time.

2.4 The time to deliver goods or services will be duly prolonged in case of measures taken in labour disputes, especially strike and lock out and in case of unforeseeable events (e.g. interruption of the operation, acts by the authorities, delayed delivery of important materials, confiscation, lack of power supply, war, unrest, embargo, natural calamities and traffic hold up independent of whether these circumstances affect us directly or any of our suppliers) which evidently largely affect the provision or delivery of the goods or services in question. We cannot accept liability for the forenamed circumstances also in the case that they occur during an existing delay. We will inform the customer of beginning and end of such events as quickly as possible.

2.5 If the dispatch is delayed upon whish of the customer, we will charge the customer with the storage costs starting one month after indication of the readiness for dispatch.

2.6 The customer is to accept the delivery/service immediately, at the latest eight work days after request of acceptance at our location in Stuhr.

2.7 In case the customer does not accept the delivery/service duly (according to Section 2.6) we may refrain from the contract after an unsuccessful reminder at due notice and claim compensation of damage. In this it will be our decision to claim either replacement of the damage caused, especially resulting from customer-specific adaptations or attachments or – without proof of the actual damage 10 per cent of the agreed price. The customer is entitled to prove that no or only minor damage has been caused.

3.1 All prices are net in Euro ex Stuhr, excluding transport, packaging or any other ancillary costs, which will be invoiced to our customers separately.

3.2 VAT is not included in our prices. VAT will be shown separately on our invoices.

3.3 The applicable VAT depends on the applicable VAT legislation. In case of international deliveries we will make use of possible VAT exemptions. On delivery within the EU, the customer undertakes to indicate the respective VAT identification number immediately. He will fully contribute to the proof required by the German or international tax legislation for tax exemption. German or international VAT to be paid by us will be invoiced in addition to the net price and is to be paid by the customer. If VAT is due to be paid based on payments made before effecting the delivery (service), the applicable VAT for this will be invoiced separately. The VAT is payable together with the net price.

4.1 If no other agreement has been made, the price is payable immediately after receipt of the invoice within 14 days cash without any discount. Costs for discounting and collection especially of bills and cheques, are to be borne by the customer. If agreed dates of payment are not met, interest payment according to the legal regulations are due without a reminder until the point in time when the delay incurred and subsequently the legally set defaulted interest will be charged. Claim of any further damage caused by delayed payment is reserved.

4.2 In case of international deliveries we generally offer on terms of advance payment.

5.1 The customer is not entitled to transfer his claims directed against us to any third party without our written consent.

5.2 The customer is only entitled to offset undisputed or executable claims against us or claim right of reserve/right to refuse performance on such claims.

6.1 Place of fulfilment for deliveries and services is our location in Stuhr in as far as no other place of fulfilment has been especially agreed in written.
Delivery is either achieved by takeover or by dispatch. If delivery is not completed at the agreed date of delivery which must be indicated to us a week in advance by the customer or an assignee of the customer, we are entitled to dispatch the goods in question at risk and expense of the customer. In case of transfer or dispatch the risk is transferred to the customer as soon as we hand over the goods in question to the customer, his agent, the transport company or the freight forwarder respectively.

6.2 Partial deliveries and services are permitted.

6.3 If dispatch is delayed due to reasons the customer is responsible for, the risk is transferred on the day that the notice of readiness for delivery is issued. The risk will also be transferred in case of partial delivery or in case we have also assumed to render additional services (e.g. dispatch, export, insertion, setup, assembly or instruction). Dispatch is principally carried out on invoice of the customer. The customer will also bear the risk if acceptance of the delivered goods is delayed.

6.4 Delivered goods are to be accepted by the customer irrespective of any rights set forth according to Section 8 also if defective, as long as these defects are not major.

6.5 Any agreements on transport and insurance costs (e.g. cif, fob etc.) are mere expense clauses not affecting the transfer of risk.

6.6 If the customer wishes, transport of the goods may be insured against theft and damage caused by breakage, transport, fire and water or any other insurable risk on expense of the customer.

6.7 Furthermore the agreed delivery clauses are to be understood in accordance with the applicable Incoterms. If no explicit agreement has been made, the delivery clause “ex factory” (EXW) shall be applied.

7.1 We reserve proprietary rights on the goods delivered until all payments from the business relation with the customer have been received. In case of a payment agreed as cheque procedures the reservation includes the encashment of the bill accepted by us and will not become void by crediting the cheque received by us. The reservation will also continue applicable if claims are incurred to an open account and the  balance is drawn and accepted.

7.2 The customer is entitled to let, process, mix, or connect and subsequently sell the goods subject to reserved proprietary rights in the frame of extended proprietary rights in as far as this is done within the orderly fashion of the operation. The customer is not entitled to pledge or assign as security the goods subject to reserved proprietary rights. We are to be informed immediately about pledges and confiscations as well as any other injunction by third parties. Cost of lifting such measures are to be borne by the customer.

7.3 Any possible processing or modification of the goods subject to reservation of proprietary rights by the customer are exclusively done for us. In case of connecting or mixing the goods subject to reserved proprietary rights with other goods not belonging to us by the customer, we acquire partial property of the new good at the ratio of the value of the new good to the invoiced value of our goods. The new goods created from this will also be subject to the reservation in the sense of this regulation.

7.4 As a security the customer will cede to our favour and in advance all claims he may have in connection with the sale or let of use of the goods including any ancillary rights or any claims against is insurer he may be entitled to. In the case of export of goods subject to reservation of proprietary rights the customer will further cede any claims he is or will be entitled to against domestic or foreign banks, especially claims based on collection orders from credits or credit confirmations as well as from debt guarantees and other guarantees. In case the goods subject to reservation of proprietary rights are sold, be it without or after processing together with other goods not belonging to us , the claims are transferred to us to the extent of the value of the invoice for the goods with reserved proprietary rights. The aforesaid cedes do not include any deferral of our claims against our customers.

7.5 The customer will remain entitled to collect the claims also after ceding to us. Our right to collect ourselves is not affected by this. However, we undertake not to collect the claims as long as the customer is not delayed with payment and no insolvency proceedings have been filed against him or the payment has not been suspended. In any of these cases, the customer is to inform us immediately about the ceded claims and the debitors including all information and documentation necessary to collect the claims ceded.

7.6 As long as we reserve proprietary rights on the goods delivered, the customer is obliged to handle the goods with care and insure them at his own costs against theft, failure, water, fire and any other damages. Possible maintenance and inspection works are to be done by the customer in due time and at his expense. He is to store these goods separately and mark them as our property.

7.7 On request of the customer we will return the reservation of proprietary rights of the reserved goods we are entitled to and the claims ceded to us in as far as the value of these exceeds the value of the claims we have against the customer by 20%.

8.1  As far as no other agreements are made, we deliver without any warranty.

9.1 Claims for compensation of damage and costs (herein referred to as "compensation of damage") based on whatever reason of the customer against us are disclaimed, unless they base on the regulations of the Product Liability Act, on deliberate or grossly negligent breach of contractual or legal duties, on harm to health or body due to a breach of duties we are responsible for, on the acceptance of any warranty for the existence of a specific characteristic if this warranty was intended to protect the customer against damage not caused on the item of delivery itself or on the breach of major contractual duties by us.

9.2 The compensation of damage for breach of major contractual duties is limited to the damage foreseeable as resulting from the contract as long a no extended liability from one of the cases listed in section 9.1. is applicable.

9.3 A breach of duty by us is equal to a breach of duty by our legal representative or his ordinary vicarious agents.

10.1 We are entitled to store the data of our customer in our computer system in the frame of the business relation and process and use these data in accordance with the legal regulations for our operation.

11.1 Exclusive place of jurisdiction for any dispute resulting directly or indirectly from the contractual relationship between us and our customer – also from certificates, bills and cheques is Walsrode. However, by our choice we are entitled to file claims against the customer also to the court competent for his location.

11.2 German law under the exemption of the UN Convention on Contracts for the International Sale of Goods (CISG) will be applicable.

11.3 If individual regulations of a contract on deliveries and/or services of which these regulations are a part are or become invalid, the applicability of the remaining clauses of that contract shall remain unaffected.

11.4 The ADSp German Freight Forwarders' Standard Terms and Conditions apply to traffic contracts.