Terms of Sale and Delivery
The following conditions apply to all orders and deliveries made by ELEKTROFORM functional electroplating technology mbH & Co. KG (hereinafter referred to as ELF) to companies and legal entities under public law or a special fund under public law.
1. Orders only become binding once they have been confirmed by ELF. Changes and additions should be made in text form. All offers are non-binding unless they are designated as firm offers.
2. In the case of ongoing business relationships, these terms and conditions also apply to future transactions in which no express reference is made to them, provided that they have been received by the customer in an order previously confirmed by ELF.
3. The customer's terms and conditions do not apply unless they are expressly recognized by ELF.
4. Should individual provisions be or become ineffective, this shall not affect the remaining conditions.
1. In case of doubt, the prices apply ex works excluding freight, customs, additional import duties and packaging plus VAT at the statutory rate
2. If the relevant cost factors change significantly after the offer has been submitted or after the order has been confirmed until delivery, ELF and the customer will agree on an adjustment of the prices.
3. ELF is not bound to previous prices for new orders (= follow-up orders).
III. Delivery and acceptance obligations
1. Delivery periods begin after receipt of all documents required for the execution of the order, the down payment and the timely provision of materials, insofar as these have been agreed. With notification of readiness for dispatch, the delivery deadline shall apply if dispatch is delayed or impossible through no fault of ELF.
2. If an agreed delivery deadline is not adhered to due to ELF's own fault, the customer is entitled, after a reasonable grace period, to claim compensation for delay or to withdraw from the contract, provided ELF has not acted with gross negligence or intent. The compensation for delay is limited to a maximum of 5% of that part of the delivery that was not made in accordance with the contract. Withdrawal is excluded if the customer is in default of acceptance. The customer reserves the right to provide evidence of higher damage.
3. Appropriate partial deliveries and reasonable deviations from the order quantities of up to plus / minus 10% are permissible.
4. In the case of call-off orders without an agreement of duration, batch sizes and acceptance dates, ELF can request a binding stipulation no later than three months after the order confirmation. If the customer does not comply with this request within three weeks, ELF is entitled to set a two-week grace period and, after this period has expired, to withdraw from the contract and / or to claim damages.
5. If the customer does not meet his acceptance obligations, ELF is not bound by the regulations on self-help sales, irrespective of other rights, but can rather sell the delivery item on the open market after notifying the customer in advance.
Scope 6. Events of force majeure entitle ELF to postpone the delivery for the duration of the hindrance and a reasonable start-up time, or to withdraw in whole or in part from the part of the contract that has not yet been fulfilled. Force majeure includes strikes, lockouts or unforeseeable, unavoidable circumstances, e.g. B. operational disruptions, the same that make timely delivery impossible for ELF despite reasonable efforts; ELF must provide proof of this. This also applies if the aforementioned hindrances occur during a delay or at a sub-supplier. The customer can ask ELF to declare within two weeks whether he wants to withdraw or whether he wants to deliver within a reasonable grace period. If he does not make a declaration, the customer can withdraw from the unfulfilled part of the contract. ELF will notify the customer immediately if a case of force majeure as set out in paragraph 1 occurs. He has to keep impairments of the customer as low as possible, if necessary by handing over the forms for the duration of the hindrance.
IV. Packaging, dispatch, transfer of risk and default of acceptance
1. Unless otherwise agreed, ELF selects packaging, dispatch type and dispatch route.
2. Even in the case of freight-free delivery, the risk is transferred to the purchaser when it leaves the delivery plant. In the event of delays in dispatch for which the customer is responsible, the risk is transferred when the customer is notified that the goods are ready for dispatch.
3. At the written request of the customer, the goods will be insured against risks to be specified by the customer at his own expense.
V. Retention of title
1. The deliveries remain the property of ELF until all of ELF's claims against the customer have been met, even if the purchase price for specially designated claims has been paid. In the case of a current invoice, the reserved ownership of the deliveries (goods subject to retention of title) shall serve as security for ELF's balance invoice. If ELF is liable for a bill of exchange in connection with the payment of the purchase price, the retention of title does not expire before the bill has been redeemed by the buyer as the drawee.
2. Any treatment or processing by the customer takes place under exclusion of the acquisition of ownership according to § 950 BGB on behalf of ELF; This becomes the co-owner of the resulting item, which serves as reserved goods to secure the claims of ELF in accordance with paragraph 1, in accordance with the ratio of the net invoice value of its goods to the net invoice value of the goods to be treated or processed.
3. In the case of processing (combining / mixing) with other goods not belonging to ELF by the customer, the provisions of §§ 947, 948 BGB apply with the result that ELF's co-ownership share in the new item is now deemed to be reserved goods within the meaning of these conditions .
3. In the case of processing (combining / mixing) with other goods not belonging to ELF by the customer, the provisions of §§ 947, 948 BGB apply with the result that ELF's co-ownership share in the new item is now deemed to be reserved goods within the meaning of these conditions.
4. The customer is only permitted to resell the goods subject to retention of title in the ordinary course of business and on the condition that he also agrees on retention of title with his customers in accordance with paragraphs 1 to 3. The purchaser is not entitled to dispose of the goods subject to retention of title in any other way, in particular pledging and security transfer.
5. In the event of a resale, the customer hereby assigns to ELF the claims arising from the resale and other justified claims against his customers with all ancillary rights until all claims by ELF have been met. At the request of ELF, the customer is obliged to immediately provide ELF with all information and documents that are required to assert ELF's rights against the customer's customers.
6. If the customer sells the reserved goods after processing in accordance with paragraph 2 and / or 3 together with other goods not belonging to ELF, the assignment of the purchase price claim in accordance with paragraph 5 only applies to the amount of the invoice value of the reserved goods by ELF.
7. If the value of the securities existing for ELF exceeds the total claims of ELF by more than 10%, ELF is obliged to release securities of ELF's choice at the request of the customer.
8. Attachments or confiscation of the reserved goods by third parties must be reported to ELF immediately. Any intervention costs arising from this shall be borne by the customer unless they are borne by third parties.
9. If ELF makes use of its retention of title by taking back the goods subject to retention of title in accordance with the above provisions, ELF is entitled to sell the goods privately or to have them auctioned. The goods subject to retention of title are taken back at the proceeds achieved, but at most at the agreed delivery prices. We reserve the right to make further claims for damages, in particular lost profits.
VI. Liability for material defects
1. Decisive for the quality and design of the products are the failure samples which ELF can submit to the customer for inspection at the request of the customer. The reference to technical standards serves to describe the service and is not to be interpreted as a guarantee of quality.
2. If ELF has advised the customer outside of its contractual performance, ELF is only liable for the functionality and suitability of the delivery item with express prior assurance.
3. Complaints must be made immediately in writing. In the case of hidden defects, the complaint must be made immediately after discovery. In both cases, unless otherwise agreed, all warranty claims expire twelve months after the transfer of risk. As far as the law likes. § 438 Paragraph 1 No. 2 BGB, 479 Paragraph 1 BGB and § 634a Paragraph 1 No. 2 BGB prescribe longer periods, these apply.
4. In the event of a justified complaint - whereby the failure samples released in writing by the customer determine the expected quality and execution - ELF is obliged to supplementary performance. If he does not meet this obligation within a reasonable period of time or if a repair fails despite repeated attempts, the customer is entitled to reduce the purchase price or - if the customer has threatened the supplier with the failure of the subsequent performance - to refuse to accept the service from the contract to resign. Further claims, in particular claims for reimbursement of expenses or compensation for damages due to defects or consequential damages, only exist within the framework of the provisions under
VII. Replaced parts are to be returned carriage forward to ELF upon request.
5. Unauthorized reworking and improper handling result in the loss of all claims for defects. Only to prevent disproportionately large damage or in the event of delay in remedying the defect by ELF, the customer is entitled, after prior agreement from ELF, to make improvements and to demand reimbursement of reasonable costs.
6. Wear and tear to the normal extent does not result in any warranty claims.
7. Right of recourse. Sections 478, 479 BGB only exist if the use by the consumer was justified and only to the legal extent, but not for goodwill regulations not agreed with ELF and require the person entitled to recourse to comply with their own obligations, in particular compliance with the notification obligations.
VII. General limitations of liability
1. In all cases in which ELF is obliged to pay damages or reimbursement of expenses in deviation from the above conditions on the basis of contractual or statutory claims, ELF is only liable insofar as ELF, its executive employees or Vicarious agents have acted with intent, gross negligence or an injury to life, body or health is a burden. This does not affect the strict liability under the Product Liability Act and the liability for the fulfillment of a quality guarantee.
2. Liability for the culpable violation of essential contractual obligations also remains unaffected; In this respect, however, liability is limited to the foreseeable, contract-typical damage, except in the cases of A.
1. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.
VIII. Terms of payment
1. All payments are to be made in € (EURO) exclusively to ELF.
2. Unless otherwise agreed, the purchase price for deliveries or other services is payable with a 2% discount within 10 days and without deduction within 30 days of the invoice date. Granting a discount requires the settlement of all previously due, undisputed invoices. No discount is granted for any payments by bill of exchange. If the customer defaults on payment, the supplier is entitled to withhold all deliveries or services until full payment has been made.
3. If the agreed payment date is exceeded, interest at the statutory rate of 8 percentage points above the respective base rate of the ECB will be charged, unless ELF can prove higher damage. The customer remains the
4. We reserve the right to reject checks or bills of exchange. Checks and re-discountable bills of exchange are only accepted on account of performance, all associated costs are borne by the customer.
5. The customer can only offset or exercise a right of retention if his claims are undisputed or have been legally established. If the customer defaults on payment, the supplier is entitled to withhold all deliveries or services until full payment has been made.
6. The sustained non-compliance with terms of payment or circumstances, which give rise to serious doubts about the creditworthiness of the customer, result in the immediate maturity of all claims by ELF. In addition, in this case ELF is entitled to demand advance payments for deliveries that are still outstanding and to withdraw from the contract after a reasonable period has elapsed without success.
IX. Electroforms (tools)
1. The price for molds does not include the costs for testing and processing devices or for changes made by the customer. Sampling costs are borne by the customer.
2. Unless otherwise agreed, ELF is and remains the owner of the molds produced for the customer by ELF itself or a third party commissioned by ELF. Molds are only used for orders placed by the customer as long as the customer fulfills his payment and acceptance obligations. ELF is only obliged to replace these molds free of charge if they are required to meet the output volume promised to the customer. ELF's obligation to store it expires two years after the last delivery of parts from the mold and prior notification of the customer.
- 3. If, as agreed, the customer should become the owner of the molds, ownership shall pass to him after the purchase price has been paid in full. The transfer of the molds to the customer is replaced by storage in favor of the customer. Irrespective of the purchaser's statutory right to return and the service life of the molds, ELF is entitled to their exclusive possession until the end of the contract. ELF must mark the forms as third-party property and insure them at the request of the customer at his expense.
4. In the case of the customer's own molds in accordance with paragraph 3 and / or molds made available on loan by the customer, ELF's liability with regard to storage and maintenance is limited to the care taken in its own affairs. The customer bears the costs for maintenance and insurance. ELF's obligations expire if the customer does not collect the molds within a reasonable period of time after the order has been completed and the corresponding request has been made. As long as the customer has not fulfilled his contractual obligations in full, ELF is in any case entitled to a right of retention on the molds.
X. Provision of materials
1. If materials are supplied by the customer, they are to be delivered on time and in perfect condition at his own risk and expense with an appropriate quantity surcharge of at least 5%.
2. If these requirements are not met, the delivery time will be extended accordingly. Except in cases of force majeure, the customer bears the additional costs incurred for production interruptions.
XI. Industrial property rights and defects of title
- 1. If ELF has to deliver according to drawings, models, samples or using parts provided by the customer, the customer is responsible for ensuring that third party property rights in the country of destination of the goods are not infringed. ELF will inform the customer of the rights known to him. The customer has to release ELF from claims by third parties
Terms of Sale and Delivery