I. General

1. All of our – also future – deliveries and services take place exclusively under the following conditions. Deviations from these conditions require written agreements. Purchase conditions of the contracting party are only valid, when they were expressly acknowledged by us in writing. 

2. Oral agreements are only obligatory when they have been confirmed by us in writing. 

3. Contractual obligations to the delivery become valid with the order confirmation. Information and depictions in brochures and catalogues are customary approximated values, unless they were expressly labelled as obligatory by us.

II. Deliveries

1. Provided nothing else is stipulated, we deliver nationally and in the BENELUX countries free domicile for net invoice values: for € 250.00 the entire ATHLET range, exception PRO II – product range (catalogue chapter 17), for € 500.00 products from PRO II - product range (catalogue chapter 17). For combined shipments (tools/supplies and Pro II – product range) the predominant part in terms of value is decisive for the free delivery. Is for instance the part of PRO II products predominant, so the free delivery ensues for € 500.00. Shipments with a net invoice value between € 50.00 and € 250.00 or € 500.00 we deliver not prepaid on principal, plus insurance and packaging costs. Very small orders with a net value of up to € 50.00 we also deliver not prepaid plus insurance and packaging costs, as well as an extra charge for small quantities in the amount of € 5.00. All export orders (exception: BENELUX countries) with net invoice values in the amount of the aforementioned free delivery boundaries are delivered free to the border or the port of loading, otherwise not prepaid on principal.

2. For a set delivery date the message of shipping or readiness for collection by us is decisive for the commencement of the term.

3. We are entitled to partial deliveries and their accounting in reasonable extent.  

4. The presence of certain properties is not guaranteed, especially not the suitability of material for a certain purpose. Deviations in colour between related items within a reasonable tolerance do not constitute a deficiency.  

5. Goods delivered by us will only be taken back with a special agreement. The retraction only takes place in the condition of delivery and carriage free shipping.

6. Within a tolerance of 10 per cent of the entire order volume manufacturing related excess or short deliveries are permissible. The total price is changed by that pursuant to the volume.

III. Delivery times and deadlines

1. We strive to deliver as quickly as possible. Fixed delivery times do not exist. If the delivery date is stipulated, the contractual partner has to set a final deadline in events of default. The day the shipment leaves the work or the warehouse qualifies as the day of delivery; if this day is unascertainable, it is the day the goods are made available to the contractual partner.

2. Delivery times start with the date of order confirmation, earliest with clarification of details of the order. Delivery terms are extended by the period by which our contractual partner does not fulfil his obligations. The same applies for delivery dates. Goods that are registered as ready for shipment by contract must be called immediately. Otherwise we are entitled to send the goods at the expense and risk of the contractual partner or to store it at our own discretion and charge immediately. The selection of the dispatch route and mode is reserved.

3. Events of higher force, even if they occur during already present default, extend the delivery term by the duration of obstruction and a reasonable starting time. Beyond that you authorise us to withdraw entirely or partially from the contract due to the unfulfilled part, if despite customary and reasonable efforts the performance of delivery becomes impossible. The same as for events of higher force applies for all reasons beyond the control of us that make delivery difficult or impossible, such as monetary measures or measures to protect trade or other official measures, strikes, lockouts, interruption of operations (e.g. fire, machine failure, shortage of raw materials or power) as well as obstructions of traffic routes, regardless of whether these reasons occur at our place, the supplier plant or a sub supplier. In the aforementioned cases the contractual partner can withdraw after setting a reasonable final deadline. Further claims for damages are excluded.

IV. Transfer of risk, shipment

1. With the transfer of goods to the forwarder or carrier, at the latest when the goods leave the work or warehouse, the risk is transferred to our contractual partner.

V. Prices

1. Provided nothing else is stipulated, our prices are plus legal turnover tax at the time of delivery. All prices are to be understood in Euro, excluding packaging, freight, postal charges and insurance. 

2. Public or private charges, fees, freight or increased freight costs, additional charges as well as increased prices or increased freight costs by the supplier plant are born by the customer.

VI. Long-term and call-off contracts

1. Indefinite contracts are terminable with a term of 6 months.

2. If a considerable change in labour, material or energy costs occurs in long-term contracts (contracts with duration of more than 12 month or indefinite contracts), we are entitled to demand an adjustment of the price under consideration of these factors.  

3. If no binding order quantity is stipulated, we take as a basis for calculation the non-binding order quantity (target quantity) that is expected by the partner in a certain period. If the contractual partner accepts less than the target quantity, we are entitled to raise the piece price. If he accepts more than the target quantity, we will reduce the piece price reasonably, as long as the partner has announced the increased demand at least 3 months beforehand.

4. For delivery contracts on call, provided nothing else is stipulated, binding quantities must be disclosed to us at least one month before calling. Additional costs that are caused by our partner due to the delayed call of the subsequent change of the call, concerning time or quantity, are at the partner’s charge.

VII. Payments

1. Payments without deduction must be made available to us at the due date to the costs of our contractual partner. The costs for payment transactions are born by the contractual partner. He may only charge up against undisputed or legally binding claims. He is only entitled to the right of retention as far as it is based on the same contractual relationship.

2. Bills are due within the legal period of payment of 30 days. From this day on the payment is in default.  

3. For exceeding the abovementioned period, we calculate interest in the amount of 7 % above the base interest rate, unless our contractual partner can prove a lower damage. The assertion of further damage is reserved.

4. Is our contractual partner in default of payment, if he does not meet a draft upon maturity or if he revokes the direct debit, we are entitled to retract the goods, potentially enter his firm and to collect the goods. In addition we can forbid the resale or processing and removal or the delivered goods. The retraction does not constitute a withdrawal from the contract. If we learn that our payment claim is endangered due to a bad financial status of our contractual partner, we are entitled to accelerate our payment claim, regardless of any terms of possibly received drafts. Furthermore we can demand prepayment for the execution of delivery. The aforementioned legal consequences can be averted by our contractual partner by a tender of securities in the amount of the endangered payment claim.

5. We reserve the right to use payments for settling the oldest item on the invoice due plus the costs and interest incurred thereupon and that in the order of: costs, interests, main claim.

6. Drafts and cheques are accepted by us for processing under reserve of receipt of the counter-value and the maturity of our invoices remains untouched. The acceptance of a draft requires a written agreement. Costs and expenses are born by our contractual partner.

7. In case we undisputedly delivered partially defective goods, the partner is still obligated to make payment for the faultless part, unless the delivery can only be sold by him in the total volume (e.g. for orders overseas). Furthermore the partner can only charge up against legally determined or undisputed counterclaims.

8. For defaults in payment we can cease fulfilment of our obligations until receipt of payments after a written notice to the partner.

VIII. Confidentiality, sample, manufacturing equipment

1. Every contractual partner is obligated to use all records (among these are samples, models and data) and knowledge, that he received due to the business relation, solely for purposes mutually pursued and to keep all records and knowledge secret vis-à-vis third parties, if they were labelled confidential by the other contractual partner or if his concern of secrecy is apparent. This obligation begins with the first-time receipt of the records or knowledge.

2. Should drawings or technical documentation about the goods to be delivered or their production be made available to the contractual partner, they remain our property.

3. The production costs for samples and manufacturing equipment will be – provided nothing else is stipulated – charged separately from the goods to be delivered. This also applies for manufacturing equipment that has to be replaced due to wear.

4. The manufacturing equipment remains, even if the contractual partner has paid for it, our property, at least until the execution of the delivery contract. After that the contractual partner is entitled to reclaim the manufacturing equipment, if no consensual provision has been reached about the moment of release and the contractual partner has observed the full scope of his contractual obligations. Our further obligation for custody of manufacturing equipment ends after 3 years.

5. This obligation does not apply for records and knowledge that are publically known or have already been known to the contractual partner upon receipt, without being obligated to secrecy or that have been transmitted by a third party that is entitled to disclosure or for records and knowledge that has been developed by the receiving contractual partner without use of the records or knowledge that must be kept secret.

6. Should the partner suspend or cancel cooperation within the time needed for producing samples or manufacturing equipment, all productions up to that point will be at his charges.

IX. Retention of title

1. All delivered goods remain as goods subject to retention of title our property until all claims have been fulfilled, especially the respective current account balance claims that are due to us in the scope of the business relation. This also applies for future existing and conditional claims, such as acceptor’s bills of exchange, even when payments were made to specially labelled claims. 

2. Our contractual partner may sell these goods subject to retention of title under his normal terms and conditions in his usual business traffic and as long as he is not in default, provided the claims from the sale are transferred. He is not entitled to any other regulations about the goods subject to retention of title.

3. Processing goods subject to retention of title ensues for us as manufacturers in the sense of § 950 German Civil Code, without us being obligated. Goods processed are deemed goods subject to retention of title in the sense of No.1. For processing, connecting and mixing of the goods subject to retention of title with other goods by our contractual partner, we are due the proportion of the invoice value of the goods subject to retention of title to the invoice value of other goods used. If our property expires by connecting and mixing, our contractual partner transfers to us the property rights of the new stock or item that he is due or in the scope of the invoice value of the goods subject to retention of title and he stores it for us free of charge. Our co-ownership is valid as goods subject to retention of title in the sense of No. 1.     

4. Claims of our contractual partner from any resale of goods subject to retention of title are already transferred to us. They function in the same extent as security as the goods subject to retention of title. If the goods subject to retention of title are sold together with goods that do not belong to us, the claim from the resale will be transferred to us in the proportion of the invoice value of the goods subject to retention to the invoice value of the other goods. For resale of goods for which we have co-ownership, the co-ownership related part will be transferred to us.

5. Our contractual partner is entitled to collect claims from the resale, unless we revoke the direct debit. Our contractual partner is obligated to inform his customers about the transfer on our demand, as long as we ourselves do not inform the customer. Our contractual partner is obligated to give us the necessary information and documentation for collection. In no case our contractual partner is entitled to further transfer of the claim and for conclusion of factoring.

6. Upon seizure or other impairment by third parties our contractual partner has to point out our property and must inform us immediately. 

7. Should the value of existing securities exceed the secured claim altogether by more than 20 %, we are obligated to release securities upon demand at our discretion.

8. Assignments of claims take precedence before residual claims of our contractual partner.

X. Warranty

1. Defects must be registered immediately after receipt of goods at the place of destination. Defects that could not be detected despite proper inspection must be registered immediately after their discovery. The notice of defects must be specified in writing. In all cases the goods must be kept in unchanged condition for inspection. Should our contractual partner be in violation of this obligation or if he processes the goods, then this is approved by us with simultaneous expiration of any liability.

2. For justified, timely notices of defects we are entitled to later improvement or to retract the rejected goods and to deliver goods free of defects. Should later improvement or compensation delivery fail, our contractual partner can demand the rescission of the contract or the reduction of payment. For later improvement and compensation delivery we grant warranty in the same fashion as for the original delivery or service.

3. We only guarantee the suitability of the object of purchase to that effect that this object of purchase is useable in the sense of provisions and regulations according to the producer. The buyer has to make sure that the object of purchase is used in accordance with regulations and the delivered instruction. Next to this obligation the buyer has no claims against the seller.

XI. General limitation of liability and prescription

1. Provided there is no other stipulation in these conditions, we are only liable for damages due to violation of contractual and non-contractual duties with intent or gross negligence. Our liability does not include – except in cases of intent – damages that could not be typically expected for this concrete sale or against which our contractual partner is insured or can typically be insured against. 
Further claims, especially for damages from default, impossibility and performance by our contractual partner, from culpable violation of contractual secondary obligations, from culpability at the conclusion of the contract and from unauthorised handling are – provided it is legally permissible – excluded. We are not liable for damages that are not caused to the delivered goods. Above all we are not liable for lost profit or other financial losses of the contractual partner.

2. The liability according to the product liability law remains untouched hereof.

3. The burden of proof for the existence of damages lies - provided it is legally permissible – with the contractual partner.

4. The claims of the type mentioned in 1. and 2. prescribe - provided it is legally permissible – after six months after delivery.

5. As long as our liability is excluded or limited, the same applies for the personal liability of our employees, staff, legal representatives and agents.

XII. Place of fulfilment, place of jurisdiction, effectiveness clause & law

1. The place of jurisdiction – provided it is legally permissible – and of fulfilment for all claims from ongoing business relations between the contractual parties is our place of residence or, a tour own discretion, the place of our business partner.

2. For all legal relationships between us and our contractual partners German law applies under exemption of the UN sales of goods law (CISG) and customs at our place of residence.

3. The legal ineffectiveness of individual contractual clauses as well as the terms and conditions does not touch the effectiveness of the other clauses. An invalid clause must be re-interpreted so that the economic purpose of it is reached.

4. With reference to § 26 Federal Data Protection Act we must indicate that we record personal data or our customers for the purpose of work simplification.