General Terms and Conditions AUREMO GmbH
These General Terms and Conditions apply to all contracts with entrepreneurs, legal entities under public law, and public-law special funds for deliveries and other services, including work contracts and the delivery of non-fungible items, including for future contracts. Purchasing terms and conditions of the buyer are not recognized, even if we do not expressly object to them upon receipt.
II. Offers and Conclusion of Contracts
- Our offers are always non-binding, and an interim sale of the offered goods and services remains reserved for us until the final conclusion of the contract. Claims for performance cannot be derived from this.
- We are not obligated to examine whether the information and documents provided by the buyer or third parties are correct. By accepting our order confirmation, the buyer assumes liability for the accuracy of their order and is fully bound by its content.
- Our order confirmation is non-binding. We reserve the right to check the availability of the ordered dimension or product. Contracts are only concluded when we mark the order as shipped or have delivered the products ordered by the customer.
- In the case of the sale of imported goods, the conclusion of the contract is subject to the condition that we are granted any required export or import licenses. If the corresponding approvals are not received, we are not bound by the contract.
III. Place of Performance and Transfer of Risk / Shipment
- The place of performance for deliveries and services is Mülheim an der Ruhr.
- Unless the contract is based on International Commercial Terms (INCOTERMS) and unless otherwise agreed, INCOTERMS 2000 shall apply.
- Shipment is generally at the buyer's expense and risk. If the buyer does not provide specific shipping instructions to us by the time the goods are ready for shipment, we will determine the mode and route of transportation as agents of the buyer.
- The risk passes to the buyer at the latest upon loading of the goods onto the means of transportation; in the case of free delivery, the transfer of risk occurs upon notification of readiness for shipment, even if delivery is delayed at the request of the buyer. This also applies to partial deliveries and services.
- If the shipment or delivery is delayed at the request of the buyer, storage charges may be charged to the buyer starting one month after notification of readiness for shipment, for each commenced month, at a rate of ½ percent of the invoice amount; storage charges are capped at 5 percent, unless higher costs are proven. The buyer is not precluded from proving that we incurred lower damages.
IV. Weight of Delivery and Payment
- The calculation of prices is based on the weight of the goods at the point of departure, which is determined by us or our agent at the departure location of the delivery.
- If the purchase price is expressed in a currency other than Euro, payment must still be made in Euro unless payment in the other currency is expressly agreed upon. The exchange rate prevailing at the place of payment at the time of payment is decisive for converting the purchase price.
V. Delivery and Delivery Time
- Delivery periods begin on the date of the contract as per Section II. The delivery times confirmed by us are non-binding and not guaranteed. They apply to delivery from the manufacturer's factory or from the Mülheim an der Ruhr warehouse. Compliance with the delivery period requires the timely receipt of all documents, documents, material provisions, approvals, compliance with the agreed payment conditions, and other obligations by the buyer and is extended in case of delays accordingly.
- If the performance becomes temporarily impossible or more difficult due to force majeure or other extraordinary and unforeseeable circumstances not attributable to us, an agreed performance time is extended by the duration of this impediment; the same applies to a deadline or grace period set by the buyer for performance. The buyer is not entitled to withdraw from the contract or claim damages before the extended performance time has expired. If the impediment to performance lasts for more than 2 months, both the buyer and we are entitled to withdraw from the contract to the extent that it has not been executed. If the buyer is entitled to withdraw from the contract without setting a grace period, this right remains unaffected. Events of force majeure include, in particular, natural disasters, war, warlike conditions, import and export bans, as well as blockades. Other extraordinary and unforeseeable circumstances include transport hindrances, operational disruptions, shortages of raw materials and primary materials, labor disputes, and measures to combat an epidemic, even if they occur at our upstream suppliers. We will notify the buyer of the beginning and end of such hindrances.
- If the buyer is in default with payment for a previous delivery, we are entitled to withhold deliveries without being obliged to compensate for any resulting damages. If the buyer exceeds their credit limit with us by placing orders, we are also released from our delivery obligation without liability.
- We are entitled to make partial deliveries and partial performances.
VI. Retention of Title and Extended Lien
- Our deliveries are made exclusively under retention of title. Ownership only passes to the buyer once they have settled all of their obligations arising from our business relationship. This also applies if the purchase price for specific goods deliveries designated by the buyer has been paid.
- In the case of ongoing accounts, the reserved ownership is considered security for our balance claim. The processing or processing of goods still owned by us is always carried out on our behalf, without any obligations arising for us. If the goods delivered by us are mixed or combined with other items, the buyer hereby assigns to us their ownership or co-ownership rights in the mixed stock or the new item up to an amount corresponding to the invoice value of our reserved goods and keeps them with commercial care for us. The buyer is entitled to sell or use the delivered goods in the ordinary course of business. Pledging or transferring them for security is prohibited. The buyer must immediately notify us of any seizure or other impairment of our rights by third parties.
- If the buyer sells the goods delivered by us, whether in their original condition or combined with other goods, they hereby assign to us all claims arising from the sale to their customers, together with all ancillary rights, up to the amount of the invoice value of our reserved goods, until all our claims have been fully settled. At our request, the buyer is obliged to inform sub-purchasers of the assignment and to provide us with the information and documents required to assert our rights against sub-purchasers. The buyer may not enter into any contractual agreements with their customers that restrict our rights. If the value of the security granted to us exceeds our total claims by more than 20 percent, we are obligated, at the request of the buyer, to release the excess security. The buyer is authorized to collect the assigned claims. However, we are entitled to revoke this authorization at any time.
- We have a contractual lien on the subject matter of the contract for a claim arising from the order. If we make use of our right to pledge the items in our possession, a written notice to the buyer's last known address is sufficient for the pledge threat, as long as a new address cannot be determined through information from the resident registration office.
- The buyer must immediately inspect the received delivery and performance for quantity, quality, and promised properties upon receipt and promptly report any defects found to us. If no objections are raised within eight (8) days after receipt, the delivery is deemed to have been accepted as free from defects and in compliance with the contract. If the goods are consumed, mixed, or sold by the buyer, this is considered an unconditional approval of the conformity of the delivered goods. Non-apparent defects are considered approved if they are not reported immediately after their discovery, but no later than three months after the delivery of the goods.
- Minor deviations within the applicable specifications are permissible and do not constitute defects.
- The buyer cannot derive warranty rights or claims for damages from defects or damage caused by unsuitable or improper use, faulty installation or commissioning by the buyer or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating materials, or defective construction work.
- If the goods are defective and are not deemed approved, the buyer can initially demand rectification. This will be carried out at our discretion by repair or replacement with defect-free goods, unless one type of rectification is clearly unsuitable or unreasonable for the buyer for special reasons. A deadline set by the buyer for rectification is only reasonable if it is at least four weeks. The deadline must be in writing.
- If rectification fails or if we refuse rectification, the buyer may, in accordance with statutory provisions, withdraw from the contract due to the defect existing at the time of the transfer of risk, reduce the purchase price, or, under the further conditions of the following clause VIII., claim damages.
- The limitation period for all rights of the buyer due to a defect in the delivered goods is one year, unless a longer or shorter period is agreed in the order. This does not apply in cases of intent or for claims for damages due to injury to life, body, or health.
- If the buyer returns goods without justification, they must reimburse us for reasonable costs for inspection and return.
- We are fully liable in accordance with statutory provisions for intentional or grossly negligent breaches of duty, as well as for damages resulting from injury to life, body, or health. In all other cases, we are liable only if the violated contractual obligation is of essential importance for the achievement of the purpose of the contract, and only to the extent of the typically foreseeable damage.
- Our liability is excluded for damages (i) caused by the goods delivered by us to the other property of the buyer, (ii) for damages caused to products manufactured by the buyer or to products in which the products manufactured by the buyer constitute a part, (iii) and for damages to third parties caused by the seller's devices as part of the products manufactured by the buyer. In no case are we liable for consequential damages, loss of profits, or any other consequential financial loss.
- This limitation of liability also applies to claims for damages other than contractual claims, in particular claims in tort, with the exception of claims under the Product Liability Act, and also in favor of our employees, workers, agents, and vicarious agents.
IX. Payment Terms
- All due payments are to be made immediately upon receipt of the invoice, without any deductions, unless otherwise agreed. Due to specific payment experiences or with new customers, we reserve the right to ship goods only on a prepayment basis.
- Shipments on account are only possible after written orders with complete postal address and telephone number have been sent to our company address or by fax - each with the valid signature of the buyer.
- The buyer can only assert a right of retention if it is based on the same contractual relationship. Offset is only permissible if we have recognized the counterclaim or if it has been legally established. Payments to employees or representatives are only valid if they have been authorized to accept payments.
- If circumstances become known after the conclusion of the contract that raise serious doubts about the buyer's ability to pay (e.g., payment default, failure to redeem bills/checks on time), we are entitled to refuse delivery and performance until the buyer provides consideration.
- If the buyer is in default with payment of an invoice, all of their obligations become due immediately. Payment default occurs upon maturity of the claims, without the need for a formal reminder.
X. Jurisdiction and Legal Effectiveness
- The place of jurisdiction and performance for all claims arising from the contractual relationship is Mülheim an der Ruhr.
- German law applies. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
- We reserve the right to secure the claims arising from the business relationship through credit insurance and to transmit the necessary data of the purchaser to the insurer.
- Should individual provisions of these conditions not apply for whatever reason, the effectiveness of the remaining provisions shall not be affected.
As of August 2023
66111 Saarbrücken, Germany