Cable Manholes

2. PRICES

2.1 Our prices are ex works in Edewecht excluding freight charges, excise duties and packaging.

2.2 See the current price list for the minimum net invoice value, which entitles the delivery of complete orders to be made free of freight charges to the nearest German railway (Deutsche Bundesbahn) station as well as the amount of small order surcharges. The price list is a part of our Terms and Conditions and is to be requested by the customer if required. Volume freight charges and over-length surcharges as well as additional costs for special deliveries requested by the customer shall always be borne by the customer.

2.3 At any time between quotation and completion of production of the goods the company may alter the price given in the quotation or confirmation to reflect any changes in labour and/or material costs. This is also valid for additional orders, part deliveries and orders for delivery on demand. In case of a price increase the customer is entitled to cancel the remainder of the order within 14 days of receipt of the notice. The cancellation does not effect any part of the contract which was completed by either or both sides prior to the price increase. Any further rights, especially the right for compensation, are excluded.

2.4 The statutory amount of Value Added Tax is added to any quoted or agreed prices, without having to be stated.

2.5 All tooling costs (for original forms, modifications, tests and maintenance) shall be borne by the customer. For new forms and modifications half of the payment is due on order and the other half on delivery of the first prototype, but in any case 10 days after invoice date net without any deductions and excluding the right to sett-off or retentions. There is no entitlement for a refund if no goods are supplied. The tools remain exclusively our property and in our possession. We will store the tools for twelve months after delivery of the last order. We only accept responsibility for loss or damage if it was deliberate and it is restricted to the cost of repairing the tool.

3. DELIVERY

3.1 We do not guarantee any stated delivery periods. Only if a fixed delivery date which was agreed in the order confirmation has been exceeded is the customer allowed to set a new delivery period in writing. It must not be shorter than 1/3 of the original delivery period but must last at least 10 working days after receipt. Only if this deadline has been exceeded is the customer entitled to cancel the contract. Any compensation is excluded, as per Section 8.2.

3.2 Any circumstances which are not our responsibility or are beyond our control entitle us to cancel the whole or any unfulfilled part of the contract, without giving rise to the right of compensation to the customer. This is also valid if, in our opinion, the customer gets into financial difficulties or we are made aware at a later date of his difficulties. Instead we can choose as a condition, that older debts are settled, securities are given and advance payments are made prior to delivery. Any agreed delivery periods and dates are only counted from the date of fullfilment of the conditions.

3.3 If we terminate a contract, we will refund any payments received without any interest, as long as it exceeds the value of any part deliveries made.

3.4 We shall be entitled to make part deliveries and invoice accordingly.

3.5 We reserve the right to sell any goods we declared to be in stock.

3.6 Any customer supplied materials are to be delivered to our works and have to be free of any third party rights. The customer is solely responsible for their quality and suitability, without any obligations for testing on our part.

3.7 Any deliveries made to a specific order are subject to the additional terms and conditions.

3.8 Delivery conditions
National: Free delivery for net goods value of at least € 1,500.00
Interntional: All the above terms and conditions are valid for our international customers. In addition the following delivery terms apply: Free German border for net goods value of at least € 1,500.00.

4. DISPATCH AND TRANSFER OF RISK

4.1 All costs of dispatch or storage and all risks are to be borne by the purchaser from the time notice has been given that the goods are ready to be despatched even if the delivery is to be free. We will only arrange for transport insurance on written instruction by and at cost to the purchaser.

4.2 Unless otherwise agreed the dispatch route, transport mode and packaging shall be. Without liability. chosen by us.

4.3 All packaging costs shall be borne by the customer. These are aded to the prices quoted by us and are calculated at our cost price.

5. PAYMENT

5.1 Payment is due 30 days from the invoice date.

5.2 Supplies up to the value of € 100.00 shall be paid on delivery.

5.3 Sales Executives and Agents are not authorised to receive payments without our expressly written permission.

5.4 Cheques and Bills of Exchange are accepted subject to clearance of funds and all associated costs shall be borne by the purchaser. Set-off and claimimg of any rights to withhold payment due to a possible counterclaim of the purchaser which is diputed by the supplier are not permitted.

5.5 If the customer fails to pay any sum due or if any circumstances give rise to question the creditworthiness of the customer all outstanding invoices shall become due immediately. In addition the supplier shall be entitled to prepayment of any outstanding deliveries and, after passing a reasonable deadline, to terminate the contract or to claim compensation for non-performance. Further the supplier shall be entitled to prohibit the purchaser from selling on the goods and recover unpaid goods from the purchaser at the purchaser’s cost.

6. DELAY AND IT’S CONSEQUENCES

6.1 If the Customer does not take delivery of the Goods when duly tendered the risk of damage and loss of the non-delivered goods passes to him. In addition he shall bear the costs of their storage, etc. without proof.

6.2 If the agreed payment terms are not adhered to or if a payment is more than 14 days overdue ‚payment delay’ will automatically, without reminder, apply. If payment delay is applied, we shall charge interest at the same rate as the current costs for short term bank loans, but at least 8%.

6.3 If we terminate the agreement the customer shall bear our finance costs, commissions and costs of retaking possession of delivered goods, including any legal costs. If we decide to claim compensation for breach of contract instead of termination, we shall be entitled to minimum damages without proof of 15% of the net selling price, without prejudice to our rights to claim larger damages. This is valid for standard products. Specially manufactured products will carry damages of the full net selling price.

6.4 During payment delay we are entitled without going to court to repossess immediately all delivered goods. Between businesses this only means a securing of the goods until written termination of the contract.

7. RETENTION OF TITLE

7.1 Title of all goods will pass to the Customer only when payment in full for all goods delivered under this and previous contracts has been received by us, including all additional charges, such as interest, bill of exchange costs, cash transfer costs, packaging, special delivery instructions and legal costs.

7.2 For an active account the retention of title applies as security for our any final debtors balance, even if between two main consolidations any daily or monthly statements were showing lower balances.

7.3 The Customer is entitled to sell our goods as part of his usual business only. In this case he agrees herewith to transfer the resulting third party debts to us, up to the amount of which we have a claim against him from this delivery. If the Customer sell the Goods in parts, he shall transfer the resulting third party debts in full. The release of any further securities shall be decided by us. He shall collect the debts from reselling the Goods, which he has transferred to us in advance, only for us. The Customer shall be obliged on our request to tell us the address of the third party debtor and confirm the transfer of the debt to the third party in writing.

7.4 The customer shall notify us immediately if any person has taken any security over or in respect of our goods. Any costs incurred in the defence of such actions shall be borne by the Customer, even if we gain ground to claim against third parties. We are entitled to receive these or to transfer these to the Customer after receipt of payment.

7.5 The customer shall not be entitled to pledge or grant any security in any way whilst the title has not been passed.

8. LIABILITY

8.1 Our liability in respect of any Goods or Services proven to be defective is fully and conclusively covered in Section 9.

8.2 Any other liability resulting from negligence or mistake during the contract negotiations and contract conclusion as well as during the contract period, including so called positive breach of contract are excluded to the fullest extent permitted by law.

8.3 There is no legal entitlement for verbal or written technical user advice. If advice is given it is without any obligation on our part and any liabilty is exluded, including any possible liabilities against third parties.

9. PRODUCT LIABILITY AND GUARANTEES

9.1 We do not guarantee the suitability of the delivered goods for the purposes stated or intended by the customer. It is his obligation to ensure that our products are suitable for the intended use. We only guarantee the match between sample and delivered goods and between several batches for normal tolerances as experienced in a rational manufacturing process. Any discrepancies as described in section Section 1.5 do not give rise to permissable complaints.

9.2 We only guarantee the raw materails and third party products in so far as we still have valid guarantees from our suppliers, be it statutory or as part of their terms and conditions. In any case the warranty is limited to the defects which are immediate to the delivered goods.

9.3 Our liability is limited to the replacement free of charge of goods which we have proven to be defective. Only after defects have been proven by us shall the Customer be entitled to demand cancellation of the contract. Cancellation of the whole contract shall only be permissive if part delivery of the contract is unreasonable for him. Unilateral demand for reductions are excluded. The supply of the replacement goods is subject to the contract conditions regarding guarantees, liability and time periods. In particular, the guarantee period does not start again with the delivery of the replacement goods, but extends only for the remainder of the original guarantee period. This will only be suspended during the investigation and replacement delivery period.

9.4 Compensation for other damages, particularly consequential losses, loss of production, labour or material costs, third party claims, etc. are excluded.

9.5 Statutory waranty periods per BGB and VOB/B are excluded. Our warranty period terminates, if we have not been notified of any defects in writing within one week from delivery at the point of delivery. If the packaging is damaged or there are other detectable transport damage the customer shall follow the freight forwarders procedures in the presence of the delivery personell for registering the damage. He shall also notify us immediately.

9.6 Our warranty period ends two months after delivery at the agreed location for any defects that could not be detected during the one week notification period even though a thorough inspection was carried out immediately, but in any case prior to use in production or consumption of the goods.

9.7 The customer is not entitled to free replacement of the goods or repayment of the selling price, if he is in delay of payment irrespective of the faulty goods or if taking the faulty goods into account with an unproportional amount of his debts.

9.8 We do not examine any protective rights relating to samples, which the customer has given us for the execution of an order. The Customer indemnifies us against infringrement of any third party protective rights and all resulting direct and indirect damages.

10. PLACE OF PERFORMANCE AND JURISDICTION

10.1 The place of performance of both parts is our manufacturing plant and warehouse in Edewecht.

10.2 Place of jurisdiction for both parts is Westerstede exclusively.

11. MISCELLANEOUS

11.1 Even for export and not solely German transaction the governing law shall be the law of the Federal Republic of Germany and the local trade clauses and customs at the location of our Company.

11.2 If and to the extent that any provision of these Terms and Conditions, and any contract concluded under these Terms and Conditions, is wholly or partly illegal, void or unenforceable then such provision or the offending part threrof shall be severable from the remaining provisions or parts of provisions which shall remain in full force and effect.

11.3 Data which is generated during normal business transactions are stored on our computer system for internal use.



1. ADDITONAL TERMS AND CONDITIONS FOR SPECIALLY MADE PRODUCTS

Specially produced tubes are tubes which have been specifically produced for an individual customer order, as opposed to tubes which are listed in our price list (in 5 meter lengths). They shall be treated like any goods which are not included in our price list.

1.1 Tolerances

If the enquiry does not state any specific tolerances our quotation shall be based on the tolerances stated in the relevant DIN standard for the quoted material, without specifically mentioning these. Special tolerances have to be specified.

Special requirements such us straightness of the tubes, roundness precision, tapering, inner diameter, colours, etc. can cause additional production costs in certain circumstances. We reserve the right to recalculate the price or cancel the contract if, after preparing the quotation or sending the order confirmation, restricting instructions are made, which we did not know about during the quotation phase.

Specific tolerance requirements are stated on the order confirmation or with follow-on deliveries confirmed ‚as before’. If these statements are missing we expect you to notify us immediately.