General Terms & Conditions
I. Conclusion of the contract
1. These General Terms and Conditions of Delivery and Payment apply to all contracts for deliveries and other services. In the case of drop shipments, the conditions of the price list of the commissioned supplier's plant shall additionally apply. Conditions of purchase by the buyer are hereby overruled.
2. Our offers are subject to change without notice. Agreements, especially oral subsidiary agreements and confirmations from our sales personnel, only become binding after they are confirmed by us in writing.
3. In case of doubt, the Incoterms 1980 are decisive for the interpretation of commercial clauses.
1. Unless otherwise agreed, the prices and conditions of the price list valid at the time of the conclusion of the contract shall apply.
2. Unintentional additional expenses arising from the execution of the delivery, and for which no price surcharges have been agreed, shall be borne by the buyer, unless we are responsible for their occurrence.
III. Payment and settlement
Payment must be made in such a manner that the funds are at our disposal in full on the stated due date. The buyer bears the costs of the payment transaction. The buyer may only offset with undisputed or legally established claims; he is only entitled to rights of retention insofar as they are based on the same contractual relationship.
2. If the payment deadline is exceeded or in the event of default, the interest rates of our price lists apply; in the absence of such, we charge interest at a rate of 4% above the discount rate of the Deutsche Bundesbank. This is unless the buyer proves a lower damage. The right to assert further damages remains unaffected.
3. If the buyer is in default of payment or does not accept a bill of exchange at the due date, we are entitled to take back the goods, and if necessary to enter the buyer's business and to take the goods away. We may also prohibit the resale, processing and removal of the delivered goods. Taking back goods in this way shall not constitute withdrawal from the agreement.
4. As far as we subsequently become aware of circumstances that result in a material deterioration of our assets and which endanger our payment claim, we are entitled to make it due independently of the term of any bills of exchange received.
5. In the cases of Nos. 3 and 4, we can revoke the direct debit authorisation (V / 5) and demand advance payment for outstanding deliveries.
6. The buyer can avert the legal consequences mentioned in Nos. 3 to 5 by providing security in the amount of our endangered payment claim.
7. The statutory provisions on default of payment shall remain unaffected.
IV. Execution of deliveries, delivery times and delivery dates
1.Our delivery obligation exists subject to the complete and correct deliveries being made to us, unless we are responsible for the non-delivery or delay in delivery.
2. Delivery periods begin with the date of our order confirmation, but not before clarification of all details of the order. The delivery periods are extended - without prejudice to our rights arising from the default of the buyer - by the period by which the buyer does not meet his obligations to us, as well as, in the event of a labour dispute, for the duration of the resulting disruption. This applies accordingly to delivery dates. Any agreed delivery time shall be considered to be met if, and in so far as, the goods have left the works or our warehouse at such time or date. If and in so far the goods fail to be dispatched at the agreed time for reasons not attributable to us, the agreed delivery time shall be considered to have been met at the day on which the goods are notified to be ready for dispatch. These shall be deemed to have been met if the merchandise cannot be shipped on time for reasons beyond our control.
3. A right of withdrawal due to impossibility and delay to which he is entitled can only be exercised to the extent that adherence to the contract can not reasonably be expected of him. Claims for damages of the buyer are based on Sect. X of the conditions.
V. Retention of title
1. Alle gelieferten Waren bleiben unser Eigentum (Vorbehaltsware) bis zur Erfüllung sämtlicher Forderungen, insbesondere auch der jeweiligen Saldoforderungen, die uns im Rahmen der Geschäftsbeziehung zustehen. Dies gilt auch für künftig entstehende und bedingte Forderungen, z. B. aus Akzeptantenwechseln, und auch, wenn Zahlungen auf besonders bezeichnete Forderungen geleistet werden.
2. Be- und Verarbeitung der Vorbehaltsware erfolgen für uns als Hersteller im Sinne von § 950 BGB, ohne uns zu verpflichten. Die be- und verarbeitete Ware gilt als Vorbehaltsware im Sinne der Nr. 1. Bei Verarbeitung, Verbindung und Vermischung der Vorbehaltsware mit anderen Waren durch den Käufer steht und das Miteigentum anteilig an der neuen Sache zu im Verhältnis des Rechnungswertes der Vorbehaltsware zum Rechnungswert der anderen verwendeten Waren. Erlischt unser Eigentum durch Verbindung oder Vermischung, so überträgt der Käufer uns bereits jetzt die ihm zustehenden Eigentumsrechte an dem neuen Bestand oder der Sache im Unfang des Rechnungswertes der Vorbehaltsware und verwahrt sie unentgeltlich für uns. Unsere Miteigentumsrechte gelten als Vorbehaltsware im Sinne der Nr. 1.
3. Der Käufer darf die Vorbehaltsware nur im gewöhnlichen Geschäftsverkehr zu seinen normalen Geschäftsbedingungen und solange er nicht in Verzug ist, veräußern, vorausgesetzt, daß die Forderungen aus der Weiterveräußerung gem. Nr. 4 bis 6 auf uns übergehen. Zu anderen Verfügungen über die Vorbehaltsware ist er nicht berechtigt.
4. Die Forderungen des Käufers aus der Weiterveräußerung der Vorbehaltsware werden bereits jetzt an uns abgetreten. Sie dienen in demselben Umfange zur Sicherung wie die Vorbehaltsware. Wird die Vorbehaltsware vom Käufer zusammen mit anderen, nicht von uns verkauften Ware veräußert, so wird uns die Forderung aus der Weiterveräußerung im Verhältnis des Rechnungswertes der Vorbehaltsware zum Rechnungswert der anderen Waren abgetreten. Bei der Veräußerung von Waren, an denen wir Miteigentumsanteile gem. Nr. 2 haben, wird uns ein unserem Miteigentumsanteil entsprechender Teil abgetreten.
5. Der Käufer ist berechtigt, Forderungen aus der Weiterveräußerung einzuziehen, es sei denn, wir widerrufen die Einziehungsermächtigung in den in Abschn. III/5 genannten Fällen. Auf unser Verlangen ist er verpflichtet, seine Abnehmer sofort von der Abtretung an uns zu unterrichten – sofern wir das nicht selbst tun – und uns die zur Einziehung erforderlichen Auskünfte und Unterlagen zu geben. Zur weiteren Abtretung der Forderungen ist der Käufer in keinem Fall berechtigt. Dies gilt auch für Factoring-Geschäfte, die dem Käufer auch nicht aufgrund unserer Einziehungsermächtigung gestattet sind.
6. Von einer Pfändung oder anderen Beeinträchtigungen durch Dritte muß der Käufer uns unverzüglich benachrichtigen. 7. Übersteigt der Wert der bestehenden Sicherheiten die gesicherten Forderungen insgesamt um mehr als 20 v. H., sind wir auf Verlangen des Käufers insoweit zur Freigabe von Sicherheiten nach unserer Wahl verpflichtet.
VI. Quality, measures and weights
1. Quality and dimensions are determined according to DIN standards or material sheets, unless foreign standards have been agreed in writing. If no DIN standards or material data sheets exist, the corresponding EU norms apply, and, in the absence of such, the commercial custom. References to standards, material sheets or factory test certificates are not guarantees of properties.
2. The weighing performed by us or our suppliers is decisive for the weights. The weight of the goods shall be determined on our or our suppliers’ scales and shall be evidenced by the presentation of the pertinent weight check. Where provided by law, the weight may be determined without weighing in accordance with the standards. Deviations in weight above or below the total quantity charged (trade weight) pursuant to the common practice in steel trading within the Federal Republic of Germany, shall remain unaffected. Specified quantities in the dispatch note , Bundzahlen and so on, are not binding for goods calculated by weight. Unless a single weighing is usually carried out, the total weight of the consignment applies in each case. Differences compared to the calculated individual weights are distributed relatively to them.
1. If acceptance has been agreed, it can only be effected in the plant of destination or our warehouse immediately after the notification that the material is ready for acceptance. The personal acceptance costs are calculated according to our price list or the price list of the supplier.
2.We will not bear costs that are incurred in the situation where the sold goods have been brought to a location other than the agreed place of fulfilment, unless this was in accordance with their contractual use.
3. Should the acceptance not be undertaken in a timely manner, or should it be taken incompletely through no fault of ours, we shall then be entitled to effect the delivery without acceptance or to store the goods at the cost and risk of the customer.
VIII. Shipping, Transfer of Risk, Partial Delivery, Continuous Delivery
1. We shall determine the dispatch route and means of transport as well as the forwarder and haulage company. 1. Goods which have been announced ready for dispatch as agreed, must be called off without delay. If the customer fails to do so after a further reminder we are entitled, at our own discretion, to dispatch the goods at the expense and the risk of the customer or to store the goods and invoice them immediately.
If it is not possible for us to effect delivery according to the planned route or to the planned destination within the planned timescale. If we cannot be held responsible for this eventuality, we may deliver via another route or to another destination. The buyer will be given the opportunity to comment beforehand.
3. With the handing over of the material to a forwarding agent or carrier, but at the latest when leaving the warehouse or the delivery system, the risk, including that of confiscation of the material, passes to the buyer in all transactions.
The material will be delivered unpacked and not protected against rust. If it is the normal market practice, we will deliver it packaged. For packaging, protective or transport aids we provide in our experience at the expense of the buyer; we do not take this packaging back.
We shall be entitled to make partial deliveries with reasonable quantities. Standard industry additional and part deliveries of the completed amounts are permissible.
6. Where the contract provides for continuous deliveries, the buyer shall divide the quantities and grades of the goods into approximately equal monthly shipments. Otherwise, we shall be entitled to specify them at our own fair and just discretion.
7. If the contract volume is exceeded by the individual orders, we are entitled to deliver the surplus, but not obliged. We may use the current price for the additional quantity at the time of request or delivery.
IX. Complaints and warranty
For any defects of the goods and for the lack of warranted characteristics, we provide according to the following rules:
1. The buyer must inspect the goods immediately after delivery with reasonable thoroughness under the given circumstances: any defects thus ascertainable must be reported in writing without delay, at the latest after 14 days from the date of delivery. Defects which can not be discovered within this period, even with the most careful examination, must be notified in writing immediately upon discovery, at the latest before expiry of the warranty period, with immediate cessation of any handling and processing.
2. In the event of a justified, timely notice of defects, we will take back the goods complained about and deliver goods free of defects in their place: we are also entitled to repair them instead. If neither a repair nor a replacement solves the problem, the buyer is entitled to cancel the contract or to demand a corresponding reduction in price.
3. If the buyer does not immediately give us the opportunity to confirm the defect, and in particular if he does not provide the rejected goods or samples thereof immediately upon request, all warranty claims are void.
4. For any goods that are sold as declassified material – e.g. so-called II A material – no claims shall be due to the buyer with respect to the specified defects and any such defects that might be readily expected.
5. Claims for compensation for damage that did not occur to the goods themselves (consequential damage) are excluded, subject to the provisions of Sect. x. We are liable for the non-existence of agreed features only in so far as the agreement had the aim of protecting the buyer against the consequential damages that have occurred.
6. We provide warranty in the same way for the repair and replacement as for the original delivery or service.
X. General limitation of liability and statute of limitations
1. Unless otherwise determined in these conditions, we shall be liable for damages for breach of contractual or extra-contractual obligations only in case of intent or gross negligence. Except in the case of intent, our liability does not cover such damage that typically could not be expected in the specific business or for which the buyer is insured or can usually be insured.
2. All contractual claims against us become statute-barred half a year after delivery, as long as no longer limitation periods apply to structures.
XI. Illegal further delivery
1. Our buyer may use ECSC products,
a) which are not expressly sold for export to third countries, not in unprocessed condition outside the EC.
(b) which are sold for export to third countries, are not left unprocessed in the territory of the EC, are returned or returned there, nor deliver or transfer to any other destination than the one specified in the order. This product may not be processed in the territory of the EC. The EC is the sovereign territory of Finland, Norway, Austria and Sweden.
2. Upon our request, the buyer is obliged to prove the whereabouts of the material.
3. The buyer must also impose the obligation according to no. 1 to his buyer with the obligation to pass them on. The buyer shall be responsible for the claims arising therefrom 5 and, upon request, relinquishing these claims for evidences, damages and contractual penalties. He is obliged to inform us immediately of any breaches by his customers of the obligations imposed on them by the first sentence.
4. If the buyer or one of his subordinate customers violates his obligations, the buyer must compensate us for lost profits and pay a contractual penalty of 30% of the agreed purchase price.
5. If the goods have been moved to a place and / or address other than those stated in the invoice, the buyer, even if he is not guilty by his own fault, must return all the benefits granted to him in respect of the specified consignee plus € 50.00 per ton of misguided goods, but at least twice the value of the benefits.
XII. Place of performance and jurisdiction and applicable law
The place of fulfillment for our supply obligations for deliveries ex works shall be the location of our plant or the respective warehouse from which we supply. Place of Payment is Berlin. Jurisdiction is, as far as permitted under § 38 Civil Procedure Code, Brühl. We can also bring legal action against the buyer at the buyer's place of jurisdiction. 2. All legal relationships between us and the buyer shall be governed by the law governing the legal relations of domestic parties at our registered office
Additional conditions for reinforcing steel
I. Delivery dates, deadlines and orders
1. Decisive are the deadlines and dates confirmed by us; they are valid under the conditions of average difficulty in processing. For the rest, we deliver as part of the construction site progress.
2. We only work on the basis of approved and tested reinforcement plans and steel lists; They are to be made available to us on time and free of charge.
3. Delivery times from individual orders only begin after the approved and tested reinforcement plans and steel lists and all individual questions have been submitted. The transmission of reinforcement plans and steel lists does not yet constitute a call.
4. The customer must take receipt of material that has been completed in due time without delay. In the event of default in acceptance, we shall be entitled to store material reported ready for dispatch at our discretion at the expense and risk of the customer and to invoice our services including storage costs as delivered ex warehouse. Defective freight shall be borne by the buyer.
5. In the case of exceeding of agreed delivery periods and deadlines for which we are responsible, we have to set a grace period of at least two working days. Bad weather days according to §§83ff Arbeitsförderungsgesetz extend any agreed deadlines and dates.
II. Reinforcement plans and steel lists, workflow
1. Preferences for a certain production order in the preparation process Storage, bundling or loading of an order consisting of several items must be communicated to us in good time in writing so that we can take them into account at the start of work. We take into account requests regarding loading in the context of operational, road traffic and loading technical conditions.
2. Delivery of the steel for a component in several sub-groups divided by concrete sections must be given to us in a corresponding marked steel list.
3. Subsequent changes to reinforcement plans and steel lists as well as deviations with regard to the ordered material must be agreed with us in good time in writing. We reserve the right to adjust the delivery dates. Insofar as earlier documents are invalidated in whole or in part by such changes, the orderer must inform us expressly.
III. Risk transfer and warranty
1. When leaving the warehouse or bending operation, the risk passes to the buyer.
2. Our warranty is based on our terms and conditions. Insofar as the buyer is then granted the right to cancel the contract in the event of defective delivery and performance, this right only applies to the contested parts of our delivery and services.
3. After the execution of an agreed or legally required acceptance - in particular the release by the test engineer - the complaint of defects which can be identified during the acceptance is excluded. The same applies in the event that the decrease is omitted for reasons for which we are not responsible.
4. If we are liable according to our terms of business or according to law also for damages, then this liability is limited to the immediate and foreseeable damage. We are liable for the non-existence of agreed features only in so far as the agreement had the aim of protecting the buyer against the consequential damages that have occurred.
5. We do not undertake the verification of correctness and completeness of reinforcement plans and steel lists. Consequences of errors in reinforcement plans and steel lists are the responsibility of the customer.