General Terms and Conditions

1. General

The following general terms and conditions of sales, delivery and payment apply with immediate effect – to all the business transactions, even in future – between the company FormSpeed Zerspanungstechnik KG (known as “contractor” in the following) and the respective buyer and/or purchaser (known as “customer” in the following). The following terms and conditions apply to all kinds of contractual agreements between the two parties. Deviations from these conditions – especially regarding the validity of regulations, delivery, business and/or conditions of payment of the customer – require our formal, written acknowledgement; our silence does not signify our approval. Acceptance of our conditions without contradiction signifies the customer’s consent, even if the customer excludes the acknowledgement of other conditions in his terms and conditions. Our propositions (price, quantity, delivery deadline, supply options, etc) are non-binding; we are allowed to correct errors in the pricing. The orders are binding for us only as long as we confirm them or meet up with them by consignment of goods and oral, additional agreements will be binding, only if we confirm them in writing. The utilization of the delivered goods requires that trademark rights of third parties are in no way affected or damaged. Acceptance of assignments requires the creditworthiness of the customer. The absence of this precondition during or after the signing of the contract entitles us to withdraw from the agreement or demand immediate payment, regardless of the existence of promissory notes.

2. Delivery / Delivery period/ Delivery deadline

2.1 As long as we provide our own packaging and transport means, the costs connected herewith including postal and packaging expenses, etc. will be borne by the customer and will be separately calculated. Packaged items are property of the customer; Euro-pallets and accessories can be placed and released at the disposal of the customer only on the condition that he places the corresponding replacements at our disposal in exchange, otherwise, we are entitled to charge the customer with the costs for the replacements.

2.2 As long as the customer is behind with a payment or a liability, we are not entitled to deliver. The same applies, if the customer does not execute necessary steps towards the processing of an order or provide us with papers, documents, information, etc. That apart, we default only if the delay is on our side and the customer has set us a final deadline of at least 14 days.

2.3 For the scope of the delivery, our written confirmation of the order is decisive in case of an order with temporal binding and acceptance of the proposition submitted in due time, as long as no timely confirmation is present. Additional agreements and amendments require our written confirmation. Declaration of weight by us corresponds to the average value and hence, there could be fluctuations in the materials used and hereby it is understood and agreed, that such deviations are neither mistakes nor deficiencies. The same applies to any case of excess or short deliveries. In case of excess delivery, we are entitled to reclaim and revoke the excess goods.

2.4 The delivery period mentioned by us is only approximate. The customer’s request of delivery dates requires our written confirmation. The delivery deadline begins with the dispatch of the order confirmation, however not before the submission of documents, approvals, licenses and receipt of payment from the customer. The deadline will be adhered to, if the delivery item leaves the factory till that date or dispatch is confirmed. Cases of great violence or acts of nature, traffic and operational disturbances and/or unforeseen hindrances or circumstances lead to an appropriate extension of the delivery deadline. The same applies to the subcontractors too. The above mentioned circumstances are not to be borne by us, even if they occur during an existing delay. If damages occur on the side of the customer due to the fault of the contractor, the customer is fully entitled to claim compensation for delays.

This amounts to 0.5 percent for every full week of delay and not more than 5 percent of the price of the total costs involved in the delivery, the contractual use of which has been prevented by the delay. Should the delivery be delayed on request of the customer beginning one month after the declaration of dispatch-readiness, then the storage costs of the contractor will accounted for at a minimum of 0.5 percent of the invoice amount per month. After the setting and fruitless lapse of an adequate deadline, we are entitled to dispose of the delivery items otherwise and supply the customer with an appropriate extension of date. The adherence of the deadline requires the fulfillment of duties as per agreement, by the customer.

2.5 We, as contractor, are entitled to perform partial deliveries or services and in as much we are entitled to charge the customer for the above.

2.6 We are entitled to perform contractual services totally or partially through third parties, as long as the customer does not dissent to this in writing.

3. Costs / Payment

3.1 Our prices for delivery are valid from the factory in Bad Salzuflen onwards and do not include packing, VAT and/or insurance.

3.2 The costs on the day of delivery will apply for our calculations. If this is to be higher than while signing of the contract, then the customer is entitled to withdraw from contract as regards the amount not yet accepted, within 14 days after notice of price appreciation.

3.3 In case of a freight paid delivery, the costs mentioned by us correspond to the freights and additional costs applicable at the time of the proposition. These will be suited to the benefit of or at the expense of the contractor as per the changed freight and additional charges for our delivery, meaning that the customer has not right to withdraw from contract.

3.4 Insofar not otherwise agreed upon, our bills are payable net cash without deduction within 14 days after the date of invoice. Handing over of promissory notes requires our assent in writing; the charges and costs connected herewith and the timely submission or protesting will be borne by the customer.

3.5 On violation of the payment deadline, we are entitled to claim the breach of regulation and levy an interest at the rate of banking debit interest, in case of private consumers as per ³474 of the German civil code at a minimum of 5% and in all other cases, a minimum of 8% above the base rate as indemnity.

3.6 In case of delay in payment and doubts regarding the solvency or creditworthiness of the customer, we are authorized regardless of our other rights to claim sureties or advance payments for outstanding deliveries and make all demands of the business relation immediately payable.

3.7 The customer is entitled to charge against or retain only those bills that are indisputable or have been ascertained to be outstanding amounts. 

4. Dispatch / Transfer of risk / Acts of nature

4.1 Shipping and transmission are not insured for and will be carried out at the risk of the customer, unless not explicitly otherwise agreed upon. Special desires of the customer with respect to the shipping and shipping routes will be taken into consideration; the extra costs pertaining hereto, even in case of carriage paid delivery will be borne by the customer.

4.2 The customer bears the risks involved after the dispatch of delivery items and even in case of partial deliveries, where we accept the costs for shipping or carriage and assembly. If the shipment is delayed due to circumstances that are covered for by the customer, the risk is carried by the customer from the date of shipping readiness. Delivered goods are to be accepted by the customer regardless of any rights, even if they contain any immaterial defects.

4.3 Cases of acts of nature – are circumstances and incidents that cannot be inhibited by the diligence of a proper management – and the contractual obligations of both parties will be suspended for the time of the disturbance and in the scope of their effects. If the delays caused hereby exceed a period of six weeks, then both parties are entitled to resign from the contract in view of the scope of services. All other demands will cease to exist.

5. Guarantee / Liability / Indemnity

5.1 Our liability is basically limited to purpose and gross negligence; the same applies to our subcontractors and legal representatives too. All details regarding the aptitude, processing and application of our products, technical consulting, etc. are given to the best of our knowledge, though not excusing the customer from examination or inspection of the same.

5.2 It is the customer’s duty to immediately scrutinize the delivered goods on receipt or possibly conduct a sample test for defects with respect to the consistency and purpose, which otherwise clearly indicates acceptance of the goods.

5.3 Objections and/or claims will be considered only when they have been placed in writing with due submission of evidences of hidden defects on discovery, within 6 days or 14 days of receipt of goods for private consumers as per § 474 of the civil code, however not exceeding 12 months after receipt; this is applicable as long as no compulsory legal regulations indicate a longer period. Objected goods can be sent back only on our clear assent.

5.4 We are liable for defects in the delivery or absence of characteristics in the goods, on exclusion of other claims and keeping in mind the regulations under 5.5 and 5.8 and in accordance with the following regulations. Erroneous items will be either repaired or re-delivered free of charge by us, up to 12 months after initial delivery and one of the above mentioned risk conditions, especially due to defective construction, components or processing, as long as these don’t prove to be useless or insignificant on use. As long as the customer is a private consumer as per § 474 of the civil code, the limitation period is 24 months, in variance with the above mentioned regulation. We are to be immediately informed of such defects in writing. Replaced parts will be our property.

For third party products, our liability is limited to the surrender of the liability claims that is due to us as against the supplier of these products. The customer’s right to assert claims for defects expires in 12 months from the time of claim and in case of private consumers, in 24 months as per § 474 of the civil code, however at the earliest after the guarantee expires. Insofar legal regulations compel an extended deadline, the above is applicable. The deadline begins with the transfer of the item to the customer or the person assigned by him.

Our liabilities do not cover damages due to improper application, defective assembly or commissioning through the customer or third parties, natural wear-out, defective or neglectful handling, improper equipment, alternative materials, defective constructions, improper building site, chemical, electrochemical or electrical influences, etc as long as these do not require redemption due to gross negligent or purposeful behavior of the contractor. For carrying out the repairs and replacements as reasonably sees fit, the customer needs to grant us the necessary time and opportunity, failing which we will be relieved of this responsibility.

Only in urgent cases of danger to operational safety and for the prevention of disproportionably large damages where we are to be informed immediately or if we delay the removal of defects, does the customer have the right to remove these on his own or through third parties and claim indemnities from us. We are liable for the direct costs arising from repairs and replacements – as long as the claims prove to be entitled – also for the costs of the replacements including the shipping charges and the processing charges; furthermore, if this can be claimed justifiably according to the situation, also the costs of the mounting and back staff. The remaining charges will be borne by the customer.

The guarantee period for replacements and repairs is three months, running to a minimum of the previous guarantee period for the delivery item. The deadline for processing defects will be extended by the duration of operation interruption caused by the touch ups involved.  Inappropriate changes or repairs brought about by the customer or third parties without our prior assent relieve us of the pertaining liabilities and their consequences. Further claims of the customer, especially claims regarding compensations for damages, which are not pertaining to the items delivered, are excluded herewith. Apart from this, the points 5.7 and 5.8 apply to this.

5.5 Liability for secondary obligations: If the delivery item cannot be utilized as per contract due to our fault, due to neglectful or faulty execution of the pre- or post-contractual suggestions and guidelines and other contractual secondary obligations, especially the user’s manual and maintenance of the delivery item, then the rules 5.4 and 5.6 will apply here under exclusion of further claims of the customer.

5.6 The customer can withdraw from the contract, if the contractor is totally incapable of fulfilling his duties or services before transfer of risk; the same applies to incapacity. The customer can resign from a contract also if in case of orders of two similar items, the delivery of one is impossible with respect to quantity and the customer plans to refuse a partial delivery; if not, he can correspondingly reduce the reward. If the delay in service is in the sense of the point 2 of the conditions above and the customer grants us an adequate period of time after delay explicitly stating that he will refuse the delivery after the deadline, and if this deadline is not adhered to, then the customer can resign from contract.

Furthermore, the customer hast the right to revoke the contract as per delivery conditions, if we let a deadline set by the customer in case of a delay in delivery for the replacement or repair of a defect, whose responsibility is borne by us, due to our fault to fruitlessly elapse. The customer’s right to revoke the contract comes into effect also in case of our failure to repair or replace. All other claims of the customer regarding the termination, reduction or indemnities regarding damages not present in the delivery item are excluded; the rules 5.7 and 5.8 apply here. In case of impossibility of default in acceptance or faults on the side of the customer, then is he is entitled to consideration.

5.7 So long as legally allowed, our liability for services regarding indemnities, regardless of the legal grounds is limited to the invoice value of the goods quantity involved in the damaging event. This does not apply as long as we bear unlimited liability according to compulsory legal conditions either on purpose or gross negligence.

5.8 A legal disclaimer according to the previously mentioned points is not applicable for deliberate, gross negligent or non-accidental breach of essential contractual obligations. Our liability is valid only for the latter case, only for the contract-typical, reasonably predictable damages. This disclaimer applies furthermore not to those cases of personal or material damages, where liabilities are incurred for private items due to mistakes in the delivery items, according to the product liability law.  This does not apply to mistake in the properties explicitly assured by the contractor, if this warrants the customer against damages that are not present in the delivery item itself.

6. Retention of title / Extended retention of title

6.1 Till the complete payment of our amounts receivable from the business relation (including the additional claims, indemnities, payment of checks and promissory notes) with the customer, the sold articles remain at our custody. The customer is entitled to dispose of the bought goods in a fair course of business; this does not apply if resignation is or is to be prohibited between the customer and his buyer.

6.2 The retention of title extends to full value of the products arising from the processing, blending or amalgamation of our product and we are the rightful manufacturers in this case; the processing and/or shake-up does always take place for us. If the proprietary rights of third parties hold good during the processing, amalgamation or blending with their goods, then we become joint owners of the invoice value of these processed goods.

6.3 The total claims pertaining to third parties (inclusive of VAT) at approx. the rate of the joint ownership (refer. 6.2) arising out of the resale will be ceded to us by the customer for surety, regardless whether the resale occurs before or after the processing. He is entitled to transfer debts to us till cancellation or cessation of the payments to us for our invoice. We do not intend to cede this amount on our own, this we commit ourselves not to do until the customer meets his payment obligations punctually and in time and does not commit delay. If the customer defaults in payment, he is required to inform us of the names, addresses and outstanding amounts of the third party defaulters and all other information regarding the collection of the payables in writing.
Apart from this, he is bound to hand over all documents connected herewith and duly inform us of the garnishees involved. The customer is not authorized to transfer debts for the purpose of collection of the payables on the lines of factoring, unless the duties of the factor are explained at the same time in order to pay back the corresponding amount immediately as long as our claims refer to the customer.
6.4 The enforcement of retention of title and the mortgaging of the delivery item by us does not signify our withdrawal from the contract.

6.5 The goods and superseding claims shall neither be attached to third parties, nor be assigned or ceded before the complete payment of our claims. We have to be informed by registered post by the customer of access to the goods and claims belonging to us by third parties (for e.g., mortgage, confiscation, etc.); this apart, the customer has to place all information and/or documents under full reserve to our rights at our disposal; enforcement officers or third parties are to be directed to our custody of property and cessions.

6.6 If the surety value exceeds our claims by more than 20%, we are entitled to release certain surety objects on demand of the customer, according to our choice.
 
6.7 On breach of contract by the customer, especially on default of payment, we are entitled to redemption of goods after an arrears letter and the customer is bound to issuance.

6.8 The contractor is entitled and not bound to insure the delivery items at the expense of the customer against theft, breakages, damages by fire or water, etc. unless the customer himself has verifiably taken out an insurance policy.

6.9 Duly delivered goods cannot be returned. Considering that we take back goods in exceptional cases and with an explicit, written consent, we are fully entitled to levy charges for inspection, repairs and storage at the rate of 20% of the commodity’s price. The revocation can be done only on the grounds that the commodity is clean, defect-free and saleable. Otherwise, we are authorized to refuse the revocation and send it back to the customer on his expense.

7. Acceptance
7.1 Receipt and acceptance of the article of sale/delivery item is to be effected after the delivery. This is carried out after completion of the function test within 5 working days after delivery. After the function test, the commodity or article is considered accepted unless the customer has refused acceptance of or rejected the delivery item explicitly in writing. Partial deliveries and services can be accepted or received separately. Defects that are noted at the time of acceptance of the items are to be recorded in the acceptance certificate and the contractor immediately informed thereof.

7.2 Should the customer not accept the goods/services or does not account for the same, htne the client will have to present the reason(s) behind such an act of non-acceptance or non-statement in writing within 2 weeks after delivery. Should this time limit elapse, then the acceptance will be considered to have actually taken place.

7.3 If the services/goods are to be accepted, then the payment claim of the contractor is due within 7 days after the (fictitious) acceptance, unless otherwise stipulated or specified.

8. Proprietary rights and copyrights / Non-disclosure / Privacy

8.1 It is acknowledged that the customer hast a non-exclusive, non-transferable right of use to the data, related documentations and subsequent amendments for internal use of the products, for which data has been supplied. The holder of rights however is the contractor solely.

8.2 The parties to the contract are bound to treat all unapparent state of affairs or facts that come to their notice within the scope of the business relationship as trade secrets. Drawings, samples, bills, submittals, templates, sketches, tools, production materials, etc. cannot be handed down to third parties or be made accessible to them in some form or the other without our formal consent. The same applies to the conceded rights of use or documents ceded by the contractor.

8.3 The customer formally consents to the contractor storing, processing and/or evaluating the data or information about the contractor, that are known through the business relationship as per the data privacy act. The contractor is to utilize this data exclusively in the sense of the data privacy act.

9. Place of fulfillment / Legal domicile / Others

9.1 Should any regulations of the contract or this set of terms of terms and conditions or any future regulations come to be totally or partially legally ineffective or not feasible or lose their legal effect or feasibility later and/or contain any regulatory gaps, then the remaining of these terms and conditions are to be totally unaffected thereby in any manner. Such ineffective or non-feasible conditions or the regulatory gaps can be replaced / filled in by legally appropriate regulations, nearest to the above in view of their sense and purpose, with respect to the contract and both the parties involved, when at all taken into consideration during the signing of the contract or later on.

9.2 In case of any disputes arising out of the contractual relationship, the contractor is authorized to file a suit at the law court in charge or / pertaining to its registered/business office or branch office(s) performing the delivery transactions, be the customer a merchant or a corporate body under public law; the place of fulfillment and the legal domicile for all such legal disputes arising out of this business relationship, including checks and promissory notes, is the county/local court in Lemgo, Germany. The contractor is also entitled to file a suit at any court pertaining to the business/registered office of the customer.

9.3 The customer is not entitled to withdraw, cede, mortgage outstanding bills, claims and/or rights to pertaining to this contract or by any other means, transfer these to third parties or encumber these without our written consent.
9.4 The usage/application of foreign laws is ruled out; the laws of Federal Republic of Germany excluding the laws pertaining to the international sales of movables are solely applicable, even if the customer has his registered office abroad.

Springer-Solutions GmbH
GF Ingrid Springer
32107 Bad Salzuflen / Germany
Bielefelder Strasse. 24a

Fon: +49 (0) 5222 23916 84
Fax: +49 (0) 5222 23916 86
This email address is being protected from spambots. You need JavaScript enabled to view it. 
www.yachtlights.de

St. Nr.: 313/5818/0476
UST-ID-Nr.: DE274362571
HRB 7308 Amtsgericht Lemgo

Volksbank Bad Salzuflen  BLZ  482 914 90 Konto 136 730 600
IBAN.: DE79482914900136730600 / BIC.: GENODEM1BSU