1. General information

  1. Our terms and conditions apply exclusively. We do not recognize any deviating terms and conditions of the customer unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we carry out the delivery to the customer without reservation in the knowledge of deviating conditions of the customer.
  2. They shall also apply to all future transactions with the customer.

  1. Offer, contractual documents, confidentiality, rights of use

  1. An order placed without a prior offer shall only be deemed accepted once we have confirmed it in writing. Our offers are non-binding, unless otherwise stated in the order confirmation.
  2. If our offer refers to documents such as illustrations, drawings, weights and dimensions, these are only approximate unless they are expressly designated or agreed as binding.
  3. All written documents which we hand over or otherwise make accessible to the customer before or after conclusion of the contract shall remain our exclusive property. We reserve any existing copyrights, patent rights or other industrial property rights or corresponding rights of use, unless expressly agreed otherwise. Without our prior consent, such documents may not be used, reproduced or their contents made accessible to third parties beyond the scope required for the fulfillment of the contract. We shall only hand over or disclose to third parties documents of the customer which the customer designates as confidential with the customer's consent.

III. Scope of delivery

  1. Our written order confirmation shall be decisive for the content of our performance obligations, unless the customer has immediately objected to this. In the case of an offer with a time limit and acceptance within the time limit, the content of the offer shall be decisive.
  2. All agreements made between us and the customer for the purpose of executing a contract must be set out in writing in this contract.

  1. Price and payment

  1. Prices are ex works including loading there, but excluding packaging plus VAT unless otherwise agreed.
  2. Unless otherwise agreed, payments are to be made without any deductions, free of charge and to a bank account of Gleitlagertechnik Essen GmbH. Checks are only considered payment when they are cashed.

  1. Delivery time, delivery delay

  1. The delivery time is determined by the agreements between the contracting parties. Our compliance with the delivery time is subject to the condition that all commercial and technical questions between the contracting parties have been clarified and the customer has fulfilled all obligations incumbent on him, such as the provision of the necessary official certificates or permits or the payment of a deposit. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if we are responsible for the delay.
  2. Compliance with the delivery deadline is subject to correct and timely delivery to us.
  3. The delivery deadline shall be deemed to have been met if the delivery item has left the supplier's works by the time it expires or readiness for dispatch has been notified, unless otherwise agreed by way of exception. If acceptance is to take place, the acceptance date shall be decisive - except in the case of justified refusal of acceptance - or alternatively the notification of readiness for acceptance.
  4. If dispatch or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the customer shall be charged the costs incurred as a result of the delay, starting 14 days after notification of readiness for dispatch or acceptance.
  5. If non-compliance with the delivery time is due to force majeure, labor disputes or other events beyond our control, the delivery time shall be extended accordingly. We shall inform the customer of the beginning and end of such circumstances as soon as possible.

    1. Transfer of risk, acceptance

  1. We deliver exclusively ex works, unless otherwise agreed in individual cases, and the risk is transferred to the customer if the goods have been made available, even if partial deliveries are made or we have assumed other services, e.g. shipping costs or delivery and installation. If we have undertaken to ship the delivery item, the risk of accidental loss and accidental deterioration of the delivery item shall pass to the customer upon its delivery to the forwarding agent, carrier or other person or institution designated to carry out the shipment.
    If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after our notification of readiness for acceptance. The customer may not refuse acceptance in the event of a minor defect.
  2. If dispatch or acceptance is delayed or does not take place as a result of circumstances for which we are not responsible, the risk shall pass to the customer from the date of notification of readiness for dispatch or acceptance.
  3. Partial deliveries shall be permissible insofar as reasonable for the customer.

    1. Retention of title

  1. We reserve title to the delivery items until all claims arising from the business relationship with the customer have been settled, insofar as these have already arisen at the time of conclusion of the contract (including claims from follow-up orders, repeat orders, spare parts orders). In the case of current accounts, the reserved property shall serve as security for the respective balance claim. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the delivery item. This or the seizure of the delivery item by us shall not constitute a withdrawal from the contract unless we have expressly declared this in writing. After taking back the delivery item, we are authorized to sell it. The proceeds of the realization - less reasonable realization costs - shall be set off against the customer's liabilities to us.
    The application for the opening of insolvency proceedings entitles us to withdraw from the contract and to demand the immediate return of the delivery item.
  2. The customer may neither pledge the delivery item nor assign it as security before it has been paid for in full. In the event of seizure or other interventions by third parties, he must inform us immediately in writing. If the third party is not in a position to reimburse us for the costs of legal or out-of-court proceedings against him, the customer shall be liable for the loss incurred.
  3. The customer is entitled to resell the delivery item in the ordinary course of business, unless he is in default of payment. Upon conclusion of the contract, he shall assign to us by way of security all rights accruing to him against his customers or third parties from the resale, irrespective of whether the delivery item has been resold without or after processing. The customer shall remain authorized to collect these claims even after the assignment. We remain authorized to collect the claim ourselves, but undertake not to do so as long as the customer is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors of the assignment.
  4. The processing and transformation of the delivery item by the customer shall always be carried out on our behalf. If the delivery item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of its value to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the item delivered under reservation of title.
  5. If the delivery item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of its value to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall hold the resulting sole or co-ownership for us.
  6. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of the securities exceeds the claims to be secured by more than 15%; we shall be responsible for selecting the securities to be released.

    1. Uncertainty defense

  1. If, after conclusion of the contract, it becomes apparent that our claim for payment is jeopardized by the customer's inability to pay, we may set a reasonable deadline within which the customer must provide security. After unsuccessful expiry of the deadline, we are entitled to withdraw from the contract. This shall also apply if we are not obliged to perform in advance but have to carry out preparatory work in order to complete the order on time. In this case, agreed delivery deadlines shall be extended by the same amount of time that has elapsed between our setting the deadline and the provision of the security.

  1. Claims for defects

  1. We provide a warranty for material defects and defects of title in the delivery to the exclusion of further claims - subject to Section X. - as follows:

Material defects

  1. All parts which prove to be defective as a result of circumstances prior to the transfer of risk shall be repaired or replaced free of charge at our discretion. The discovery of such defects must be reported to us immediately in writing. Replaced parts shall become our property.
  2. After consultation with us, the customer shall give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary; otherwise we shall be released from liability for the resulting consequences.
  3. No warranty is assumed in the following cases in particular: Unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences - unless we are responsible for them.
  4. If the customer or a third party carries out improper repairs, we shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without our prior consent.

Fictitious approval

The customer must inspect the delivery item immediately after delivery in the ordinary course of business and, if a defect is found, notify us immediately in writing. If the customer fails to comply with this obligation, the delivery shall be deemed to have been approved. If a defect is discovered later, we must be notified of the defect in writing immediately after discovery, otherwise the delivery shall also be deemed approved in this respect.

  1. Liability

  1. If the delivery item cannot be used by the customer in accordance with the contract due to our fault as a result of omitted or faulty execution of suggestions and advice given before or after conclusion of the contract or due to the breach of other contractual ancillary obligations - in particular instructions for operation and maintenance of the delivery item - the provisions of sections IX. and X. 2. shall apply accordingly to the exclusion of further claims by the customer.
  1. We shall only be liable for damage that has not occurred to the delivery item itself - for whatever legal reasons -

    a) in the event of intent,
    b) in the event of gross negligence on the part of the owner / the executive bodies or executive employees.

In such cases, our liability shall be limited to the value of the order.

  1. Statute of limitations

  1. All claims of the customer - on whatever legal grounds - shall become time-barred after 12 months. The statutory periods shall apply to claims for damages in accordance with Section X. 2a) - e). They shall also apply to defects in a building or to delivery items that have been used for a building in accordance with their normal use and have caused its defectiveness.

XII. Applicable law, place of jurisdiction

  1. All legal relationships between the Supplier and the Customer shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  2. The place of jurisdiction is the court responsible for the supplier's registered office. However, the supplier is entitled to bring an action at the customer's head office. as of August 2008