1. Offers and orders
Offers are only binding for the scope of services explicitly stated in the offer. Purchasing conditions of the purchaser which conflict with our conditions of sale are ineffective without any objection on our part being required. Oral or telephone agreements are only valid after written confirmation has been given by us. Offer documents remain the property of Siebenwurst and may only be viewed by third parties with the written consent of Siebenwurst.
All prices are quoted in euros for delivery ex works and are exclusive of packaging and statutory value added tax. The prices are also exclusive of spare and wear parts. The establishment of series production readiness at the place of use is always the responsibility of the purchaser or the third party commissioned by the purchaser. Under no circumstances is it the duty of Siebenwurst and it is therefore not included in the price.
The Principal and the Agent agree that the tool ordered is not a standard design and, consequently, that unforeseen problems may arise during production which are not covered by the offer price. The Agent endeavours to comply with the offer prices. However, the Agent is entitled to agree on a different price structure with the Principal in the event of unforeseen manufacturing problems. Rough guide prices are not binding for us. Additional requests for changes on the part of the Principal always justify an increase in the order amount. Additional expenses incurred by Siebenwurst as a result of unfinished, missing or incorrect designs, CAD data, supplies or information will also be invoiced unless such expenses are expressly included in the scope of the offer.
3. Delivery date conditions, conditions of supply and withdrawal
Delivery times are calculated from the day of the final technical and commercial release and written order confirmation. Design drawings and design data must always be checked by the Principal and be given a valid release note for production. The Principal bears full responsibility for their correctness. In the event of default in payment on the part of the Agent, the Principal is entitled to default in delivery.
Siebenwurst is entitled to withdraw from the contract or to default in delivery if requisite orders, information, confirmations or provisions of any kind are not received from the Principal in a timely manner. Additional requests for changes on the part of the Principal always justify extensions in the duration of order processing. The resulting delivery date postponements are to be disclosed by Siebenwurst. The stated days are working days (5/week). Unforeseeable events during production and other hindrances such as force majeure, transport delays, strikes, operational disruptions at Siebenwurst and its suppliers, insufficient supply of raw materials and supplies through no fault of our own entitle us to postpone delivery for the duration of the effect of such unforeseeable events.
Penalties for default and claims for damages due to delayed or non-executed delivery are excluded.
If the Agent has taken possession of the sampling, the delivery period is thus deemed to have been observed. However, this is to occur no later than the point at which the Agent has notified readiness for dispatch.
Unless expressly stated otherwise in our offer "Terms and Conditions of Contract", the Principal arranges and bears the costs for transport and the associated logistics. The goods are deemed to have been delivered upon initial sampling.
If initial sampling is not carried out, the notification of readiness for dispatch is deemed to be a delivery.
5. Acceptance, transfer of risk
The transfer of risk takes place upon acceptance.
Acceptance takes place with sampling; if there is no sampling, with notification of readiness for dispatch.
Changes to the moulds are deemed to be accepted upon completion.
Insofar as no acceptance has taken place within 14 days of delivery or notification of readiness for dispatch by the Principal in the absence of sampling, the tool is deemed to have been accepted.
This also applies to changes to be made at a subsequent point in time
6. Terms of payment
Unless otherwise agreed, payments are to be made without any deduction free of charges of the Agent’s paying agent in accordance with the following conditions:
- 30% upon receipt of the order confirmation;
40% for initial sampling – out-of-tool parts – or notification of readiness for dispatch
20% no later than 60 days after initial sampling or notification of readiness for dispatch
10% upon delivery but no later than 90 days after initial sampling or notification of readiness for dispatch.
Changes occurring during production are charged with the payment term "30 days net from date of invoice".
- For deliveries of spare parts, repairs and wage labour, payment is to be made
30 days net from date of invoice
- Insofar as the purchaser is in default with respect to the applicable payment dates, the supplier charges interest at the rate of 5% above the respective base interest rate applicable at the time.
- If partial services, which do not contain more than 10% of the order total, are not yet accountable due to non-fulfilment or complaints, the remaining amount is accountable in any case.
- Default in payment results in default in delivery
7. Retention of title
We hereby give notice that we deliver solely on the conditions of the extended reservation of title. The delivered goods remain our property until full payment has been made. Pledging or transfer by way of security is not permitted. Access by third parties, in particular seizures, are to be reported to us, immediately, in writing. If, after conclusion of the contract, clear doubts arise as to the Principal’s solvency or willingness to pay, the Agent may refuse performance until payment has been made or security for payment has been provided.
8. Warranty, liability for defects
Siebenwurst guarantees the clean and professional performance of your orders within the framework of the statutory provisions.
The performance of the order takes place according to the current state of the art. The Principal or the representative thereof is obliged to check the goods for correctness. This is to be done immediately. Failure to carry out an inspection is deemed unconditional recognition of the condition of the goods.
A notice of defect is to be made in writing immediately. This is to be done no later than within 2 weeks of delivery to the Principal or the representative thereof.
The Agent is not liable if reported defects are remedied by third parties or the Principal. Moreover, the Agent is not liable if the Principal makes changes to the delivered goods or has such changes made by third parties. Claims of the Principal or the representative thereof for cancellation, reduction of the purchase price (particularly in relation to unauthorised actions due to alleged deadline urgency), or compensation (also for freight expenses) are excluded. With regard to the assessment of whether the notice of defect is justified or not, the result of the inspection carried out by the Agent is the sole deciding factor. In the case of unjustified notices of defects which give rise to extensive inspections, the costs of the inspection are charged to the Principal. In principle, we are only liable for defects in the goods delivered by us, but not for defects and consequential damage caused by the Principal's production problems. Similarly, Siebenwurst does not accept any liability for damage of any kind caused by improper use by the Principal or a third party commissioned by the Principal.
The supplier is only liable for wage labour performed up to the amount of the labour costs incurred. This is to occur in such a way that the wage labour is repeated free of charge. Liability for negligent damage to the workpiece is excluded.
Any warranty/liability on the part of the Agent is excluded in the event of:
- unsuitable or improper use by the Principal or third parties
- faulty assembly or commissioning by the Principal or third parties
- rectification of defects performed by the Principal or third parties without the consent of the Agent insofar as the Agent's right to rectify defects exists.
- Natural wear and tear or corrosion, disproportionate wear and tear due to improper use, force majeure.
Developments, drawings, CAD designs, natural, scale and CAD models, milling programs, auxiliary tools and devices as well as operating materials remain the property of Siebenwurst, unless expressly agreed otherwise. In the case of a separate agreement, individual items stated above can be transferred to the Principal; the copyright remains with Siebenwurst and cannot be transferred to third parties.
10. Place of performance
Place of performance for delivery and payment is Dietfurt/Altmühl.
11. Place of jurisdiction, law:
Place of jurisdiction is the district court Neumarkt/Oberpfalz.
However, the supplier is also entitled to raise a complaint at the purchaser's place of business.
German law applies exclusively.
Version: November 2016