Terms & Conditions

General Terms and Conditions of Sale and Delivery of CREFORM Technik GmbH, Baunatal
(hereinafter referred to as "Seller")

1. Basis of the transaction
The seller's deliveries, services, and offers are exclusively subject to these General Terms and Conditions of Sale and Delivery, which are expressly acknowledged by the buyer. These terms and conditions also apply to all future transactions without the need for a further express agreement. These terms and conditions are deemed accepted no later than upon receipt of the goods or services. Any conflicting terms and conditions of the buyer are hereby expressly rejected. The buyer's terms and conditions will not become part of the contract even if they are not expressly rejected in a specific case; they will only become part of the contract if the seller has expressly agreed to them in writing.

2. Conclusion of contracts/Offers and orders
The seller's offers are non-binding. They merely constitute an invitation to the buyer to submit a purchase offer to the seller. This also applies to all information in price lists, brochures, etc. The contract is only concluded upon the buyer's order (offer) and the seller's written acceptance by an authorized representative. If the seller's acceptance deviates from the order, the corresponding declaration is considered a new non-binding offer from the seller.

Amendments, modifications, and supplementary agreements, as well as information, recommendations, advice, and other promises made by the seller, its employees, or authorized third parties, are binding only if confirmed in writing. Cost estimates and freight information are non-binding in all cases. The seller reserves the right to make changes to its products as part of ongoing development, provided these changes are reasonable for the buyer.

Catalog and brochure information, etc., are merely product descriptions and do not constitute guaranteed characteristics in any way. Furthermore, the characteristics of samples are not to be considered guaranteed.

3. Prices
Only prices confirmed in writing by the seller are valid. All prices are generally EXW (Incoterms 2000) plus the applicable domestic VAT or comparable foreign tax on the day of delivery or other service. If more than four months elapse between order placement and delivery, the seller is entitled to charge the price valid on the day of delivery. In this case, the seller must provide a comprehensible explanation for the price increase (e.g., increased material purchase prices, labor cost increases, etc.). If an order is placed on call-off, the individual price valid on the day of delivery applies to each partial delivery. Subsequent change requests from the buyer entitle us to adjust the price in any case.

Within the framework of continuing obligations, we are entitled to adjust prices at any time in accordance with the above statements.

4. terms of payment
Invoices are due immediately upon receipt. The stated amount is payable net within 30 days. Discounts are excluded unless otherwise agreed in writing. Payments are only considered made upon receipt of the amount in the seller's bank account.

Bills of exchange and checks are accepted only by prior written agreement and against reimbursement of all expenses. Credit for bills of exchange and checks will only be issued once the full amount, including incidental costs, is unconditionally available.

5. delivery
The goods are expressly shipped at the buyer's expense and risk. Even freight-free deliveries are made at the buyer's risk ex works. The risk passes to the buyer upon handover of the shipment to the carrier. Shipping costs are borne by the buyer.

If shipment becomes impossible through no fault of the seller, the risk passes to the buyer upon notification of readiness for shipment. Unaccepted goods are stored at the buyer's expense and risk. Unless expressly agreed otherwise, the seller, acting as the buyer's agent, determines the mode and route of transport. The seller arranges insurance only at the buyer's instruction and expense.

6. Custom-made products
Parts manufactured according to samples or drawings, as well as those produced to special specifications, must in any case be accepted and paid for, unless they have a defect attributable to the seller that renders them unsuitable for the buyer's purposes. If the suitability for the buyer's purposes is merely diminished, the buyer may only demand a reduction in price, but not rescission of the contract.

7. Delivery time, force majeure

Adherence to agreed delivery dates is contingent upon the buyer fulfilling their contractual obligations and cooperation duties. Delivery dates shall be extended appropriately in the event of any occurrence or circumstance beyond the seller's control, including natural disasters, official orders, strikes, embargoes, shortages of raw materials and energy, disruptions to transportation and operations, etc., and shall release the seller from their contractual obligations for the duration of the disruption and to the extent of its impact. The same applies if such circumstances arise at the seller's suppliers. In such a case, the seller is also entitled to withdraw from the contract, in whole or in part, with respect to the unfulfilled portion. The seller is entitled to make partial deliveries, provided that this does not result in any disadvantages for the buyer in terms of use. The obligation to deliver ceases if the buyer exceeds their credit limit by requesting goods.

8. Quantities

Manufacturing-related over- or under-deliveries of up to 10% of the order quantity are standard practice in the industry and are considered contractual fulfillment.

9. Retention of Title
Until full payment of all outstanding invoices from the business relationship with the buyer, the goods sold remain the property of the seller. In the event of default of payment, the seller is entitled to withdraw from the contract.

The buyer is only authorized to dispose of the purchased goods in the ordinary course of business.

The retention of title remains in effect even if individual claims of the seller are included in a current account and the balance is drawn and acknowledged.

If the buyer processes goods subject to retention of title into a new movable item, the processing is carried out on behalf of the buyer, without creating any obligation for the buyer. The new item becomes the property of the seller. In the event of processing, mixing, or blending with goods not belonging to the seller, the seller acquires co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title relative to the total value. The buyer shall hold the goods subject to retention of title in safekeeping for the seller free of charge. The buyer shall insure them against the usual risks such as fire, theft, storm, hail, and water damage in the usual manner.

The buyer hereby assigns to the seller, as security, all claims arising from the resale of the goods subject to retention of title, as well as any claims for compensation to which he is entitled against insurance companies or other liable parties for damages of the aforementioned kind, up to the amount of the outstanding invoice value of the goods.

If goods are sold in which the seller holds a co-ownership share, the advance assignment also covers a share of the claim equal to the invoice value of the co-ownership share. Until revoked, the buyer is authorized to collect the assigned claims.

Pledging or assigning the goods subject to retention of title or the assigned claims as security is prohibited. The seller must be notified immediately of any attachments, stating the name of the attaching creditor.

The seller undertakes to release the securities to which he is entitled at the buyer's request, insofar as their value exceeds the secured claim by more than 20%.

10. Warranty
Design changes as well as deviations in dimensions and colors are reserved, provided these are reasonable for the buyer and the goods are suitable for the use stipulated in the contract.

For any defects, the seller provides a warranty in accordance with the following provisions, provided the buyer is an entrepreneur within the meaning of § 14 BGB:

The buyer must inspect the goods for obvious defects immediately after the transfer of risk, with the thoroughness reasonably expected under the circumstances. Any defects discovered must be reported to the seller in writing immediately, but no later than 14 days after receipt. After this period, any claims based on such defects are forfeited (preclusive period).

The warranty period for businesses is one year.

The seller is entitled, at their discretion, to remedy the defect by either taking back the defective goods and replacing them with flawless ones or, alternatively, by repairing them. Unless the nature of the goods, the defect, or other circumstances dictate otherwise, a repair or replacement is deemed to have failed after the second unsuccessful attempt. In this case, the buyer may demand a price reduction or withdraw from the contract.

Further claims are excluded, unless

1. These are claims relating to injury to life, body, or health, or where there is gross negligence on the part of the seller.

2. Regarding the defect, there is either a warranty of quality by the seller or a case of fraudulent concealment.

If the buyer fails to return the defective goods to the seller or a third party designated by the seller after being requested to do so, the seller is entitled to refuse subsequent performance. Furthermore, in this case, the seller is entitled to compensation for expenses and other financial losses incurred as a result of the non-return.

If the buyer is a consumer within the meaning of § 13 BGB, his claims are governed by §§ 474 ff. BGB.

In this case, any claim for damages is excluded, unless it is based on injury to life, body, or health, or on gross negligence on the part of the seller. The same applies if a warranty of quality has been given or a defect has been fraudulently concealed.

11. Liability
In cases of intent or gross negligence on the part of legal representatives or executive employees, as well as in cases of culpable breach of essential contractual obligations by these or other employees or agents, the seller is liable in accordance with statutory provisions. The seller is not liable for breaches of non-essential contractual obligations by other employees or agents. Likewise, the seller is not liable for damages that are atypical for this type of contract and therefore unforeseeable. Claims for damages arising from tort are limited to cases of intent and gross negligence. This also applies to the actions of the seller's vicarious agents. The aforementioned limitations of liability do not apply to damages resulting from injury to life, body, or health. Mandatory statutory liability provisions, such as those under the Product Liability Act, remain unaffected.

12. Prohibition of offsetting
Only recognized or legally established counterclaims can be offset against the seller's invoices.

13. Procurement risk
The seller assumes no procurement risk. The seller is entitled to withdraw from the contract if, despite having previously concluded corresponding purchase agreements, the seller does not receive the goods. The seller's liability for intent or negligence remains unaffected. The seller will inform the buyer immediately of any potential delay in the availability of the goods and, if the seller intends to withdraw, will exercise this right without delay. In the event of withdrawal, the seller will promptly reimburse the buyer for any payments already made.

14. Foreign trade law provisions
If the fulfillment of the offered legal transactions, deliveries, or services requires a license under German or European foreign trade law or US export control regulations, contractual performance is subject to the condition precedent of obtaining such licenses. If a corresponding license is not granted, this releases the seller from the obligation to fulfill the contract, unless the refusal is due to circumstances for which the seller is responsible.

15. Erfüllungsort, Gerichtsstand, anwendbares Recht
The exclusive place of performance is 34225 Baunatal. The place of jurisdiction is Kassel. This does not apply if the buyer is not a merchant within the meaning of commercial law.

German law applies exclusively. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

16. Severance clause
Should any provision in these General Terms and Conditions of Sale and Delivery be or become invalid, the validity of the remaining provisions shall not be affected.

Stand: 09 / 2005