Terms and Conditions

General Trading Conditions / Terms of delivery and payment

1. Standard terms and conditions
The terms of delivery and payment stipulated below apply as of 1st January 1998 and shall replace all previous terms. Special agreements with individual customers shall remain unaffected.
All orders placed with our company shall be executed in accordance with our terms as stated below, irrespective of any contrary terms of business of our customers, even if the order has been based on such contrary terms. Any counter-confirmations by the customer quoting his terms of business or purchasing are hereby opposed. Any agreements at variance with our terms and conditions of business shall be effective only subject to written confirmation from our company. Any verbal waiving of this clause requiring the written form shall not be valid.

2. Conclusion of contracts
A contract is deemed to have been concluded only after we have provided written confirmation for the order placed with our company, or upon us indicating that we have accepted the order by delivering the goods concerned.

3. Prices and deliveries
In the absence of any divergent agreement, the prices which are valid on the date of delivery, as stated in our current price lists, shall apply as the agreed prices. Our lists apply subject to any price changes which may have occurred since their publication. In the absence of any divergent agreements which are in effect at the time of delivery, we effect delivery from our factory in Burscheid. Our prices do not include the costs of loading, dispatch, packaging and transport insurance. With regard to deliveries within the Federal Republic of Germany, the mandatory rate of value-added tax which applies on the date of delivery and invoicing is also to be added to the prices. We shall not be responsible for any delays in deliveries and services resulting from force majeure or events which render it unreasonable or impossible for us to effect delivery - including any strikes, lock-outs, administrative orders, etc. which may occur after placing of the order concerned, and further including any such events which may occur at the companies of our suppliers or sub-suppliers. We shall be entitled to postpone the delivery or services by the duration of the impeding event plus a reasonable period for the renewed start-up of operations or, with regard to that part of the order which has yet to be executed, to withdraw from the contract in part or completely, should fulfilment of the contract be unreasonable for our company. The risk passes to the customer upon loading of the parts to be delivered at the latest, also in cases in which part deliveries are effected or in which we have undertaken to bear other costs, such as transport costs. Insofar as the carrier provides insurance coverage to our benefit for the parts to be delivered, we shall cede this insurance to the customer in the event of property damage occurring. The same shall apply to any other liability on the part of the carrier towards our company as the consignor.

4. Payment
In the absence of any agreement to the contrary, our invoices are payable within 14 days of loading of the goods concerned, without any deductions. The customer is obliged to submit to his payments first of all being offset against his oldest account payable. Any provision of the customer to the contrary shall be invalid. When costs and interest have already accrued, the customer shall submit to the payment being offset first of all against the costs, then against the interest and finally against the main invoice. Payment shall be deemed to have been effected only upon our company acquiring the power of disposal over the amount concerned. In case of payment by cheque, payment shall be deemed to have been effected upon encashment of the cheque. No bills of exchange shall be accepted. In cases of defaults in payment, we shall charge interest on arrears to the amount of 7,5% above the current discount rate of the ECB at the time of default. Should a customer fail to meet his obligation to effect payment - in particular, this shall be assumed to be the case if we are required to submit three or more requests for payment -, should a cheque with which we are furnished or a direct debit arranged by our company fail to be honoured, or should any other circumstances come to our knowledge which cast doubt on a customers creditworthiness, we shall be entitled to require immediate payment of the entire remaining unpaid balance. We shall also be entitled to require any customer to effect advance payments for deliveries, without any obligations on our part to state any grounds for such a requirement. A customer shall be entitled to offset our claims by way of a counter-claim only if his counter-claim is undisputed or has been recognised by a declaratory judgement.

5. Reservation of ownership
With the exception of resale in the normal course of business, the goods shall remain our property until payment of the purchase price and all accounts receivable from the existing business relationship. In case of resale, the customer hereby assigns to our company the amount subsequently owed to him by his customer. We hereby accept this assignment. Prior to effecting full payment for the goods, the customer shall not be entitled to pledge or to assign the goods as security. The customer is obliged to notify us immediately of any appropriations by third parties, in particular with regard to seizure or attachment. The third party is to be notified of our reservation of ownership without delay. In the event of a breach of contract by the customer, and in case of defaults in payment in particular, we shall be entitled to require the return of the goods after furnishing a request for payment, and the customer shall be obliged to surrender the goods. The customers right to process or resell goods subject to the reservation of ownership shall lapse upon the cessation of payment, a petition for or the institution of bankruptcy proceedings, judicial composition proceedings or out-of-court settlements, or upon cheques or direct debits being returned by the bank upon which they have been drawn.

6. Warranty
We guarantee that the goods are free of any defects in materials or workmanship which would render the goods unsuitable for normal use or diminish their suitability for normal use substantially. Our deliveries are to be checked after receipt, to verify that they are complete and in compliance with the appurtenant order. Notice of incomplete or incorrect deliveries or defects must be furnished in writing within 7 days of receipt. Notice of non-apparent defects is to be furnished within 6 months. The warranty shall lapse if changes to the delivered item have been carried out by another party, or if the purchaser fails to meet our request to return the item concerned without delay. Defective parts shall be repaired free of charge, replaced or credited to the customers account, at our discretion and to the exclusion of any further claims. No further liability shall be accepted, in particular with regard to damage which has not arisen on the delivered goods, except in cases of intent or gross negligence on our part.

7. Safeguarding clause
Should any individual provisions of these terms be or become invalid in part or in their entirety, this shall not impair the validity of all the other provisions. Rather, the invalid provision is to be replaced by a new provision corresponding as closely as possible to the purpose of the invalid provision.

8. Place of performance and jurisdiction
The place of performance for all deliveries and services in accordance with the terms stated here is Burscheid. The place of jurisdiction for any disputes between registered merchants is Leverkusen.


DMG Gustke GmbH
Heide 37
D-51399 Burscheid
Germany