Terms and Conditions of Delivery and Payment

1. OFFER
Our offers are always submitted subject to change and are limited to a period of 30 days as of the date of issue. Offers are also subject to goods being unsold. Information shown in brochures and advertisements, including the prices, are non-binding.

2. SCOPE OF APPLICATION, ORDER CONFIRMATION, CONCLUSION OF CONTRACT
Any and all orders, agreements or changes shall be valid only if and when we have confirmed them in writing. Deliveries shall be made solely and exclusively in accordance with the following Terms and Conditions, even if in exceptional cases there has not been a confirmation of the order. Our Terms and Conditions of Delivery and Payment shall also apply even if we have made delivery without reservation to the Purchaser in the awareness of Purchaser’s terms and conditions which are contrary to, or deviate from, our Terms and Conditions. The invalidity of individual provisions of these Terms and Conditions shall not affect the validity of the Terms and Conditions as a whole. Purchaser’s deviating terms and conditions of business shall not be binding on us under any circumstances.
Any and all agreements which have been reached between us and the Purchaser concerning conclusion and performance have been set down in writing in this contract.
We are entitled to continuously develop our products further. Slight deviations in the delivered products are therefore permissible, provided that they serve the qualitative and commercial further development of the product.
The order signed by the Purchaser is a binding offer. We are entitled to accept this offer within a period of two weeks by sending an order confirmation or by sending the ordered goods to the Purchaser within this period.
Amendments, supplements or cancellations of the agreements reached shall not become effective until we have confirmed them in writing. The above provision shall also apply to any agreement to waive the requirement of written form.
Our Terms and Conditions of Delivery and Payment shall apply only with respect to companies in the sense of Section 310, Subsection 1 BGB (Civil Code).

3. PRICES
Our prices are shown ex works, excluding freight and packaging. The basic list price in effect on the day of the delivery shall be authoritative. Our prices are shown excluding legally applicable VAT, which will be shown as a separate item as applicable on the day of issue of the invoice.
Prices are subject to reasonable change.
If and when rebates on the basic list prices have been granted, they shall apply solely and exclusively to the specific delivery and shall not be binding either for all coupling models or for later orders.
If and when the Customer becomes bankrupt, or if and when composition proceedings, whether in court or out of court, are initiated against his assets, any and every agreed rebate shall be cancelled and our basic list prices shall apply, even in those cases in which net prices were originally agreed.

4. TRANSFER OF RISK
Shipment shall be made for the account and at the risk of the Purchaser. The risk shall transfer to the Purchaser at the moment the goods leave our warehouse or our business premises. The choice of the shipment method shall be at our discretion. We are not obligated to conclude a transport insurance policy.

5. DELIVERY AND ACCEPTANCE PERIODS
Delivery periods shall be calculated as of the receipt of the order or as of final clarification of any and all technical questions and the performance ex works, assuming unhindered progress of the manufacture without obstacles. The commencement of the delivery period presumes the due time and proper fulfilment of the Purchaser’s obligations. We reserve the right to plead the defence of nonperformance of the contract.
If and when the Purchaser is in default of acceptance, or if he is in culpable breach of other cooperation obligations, we will be entitled to bill lump-sum compensation in the amount of 5% of the lost net sale to cover any losses we have suffered, including any additional expenditures. The Purchaser shall be entitled to prove that the loss we have suffered is less than the lump-sum compensation. The above provisions are without prejudice for more extensive claims on our part.
If and when the conditions of the above subsection have occurred, the risk of accidental loss or of accidental deterioration of the goods shall be transferred to the Purchaser at that point in time at which he is in default of acceptance or in debtor’s default.
Circumstances which make the manufacture or delivery of sold goods impossible or excessively difficult as well as any and all cases of force majeure, official actions, operational disruptions and similar situations, including the occurrence of such circumstances for our suppliers, shall release us from our delivery obligation for the duration of the hindrance or its subsequent effects.
The opportunity to procure any and all materials and due time receipt of said materials shall also co-determine delivery, type of delivery and delivery period.
Our liability for default of delivery is excluded unless the default of delivery is caused by an intentional breach of contract for which we are accountable. Our liability for damage compensation shall be limited to the foreseeable losses which may typically occur, but shall be limited to a maximum of 5% of the net value of the delivery.

6. TERMS AND CONDITIONS OF PAYMENT
he gross invoice amount, including the charged VAT, shall be due and payable without deductions immediately upon receipt of the invoice. Payment shall be made directly to us in cash within 30 days of the invoice date, without any deductions, and free of charges to our point of payment. The Purchaser shall be deemed in default of payment no later than 30 days as of the invoice date. In the event of payments in arrears, usual bank interest, but no less than the legal interest rate in accordance with BGB, will be charged. We are entitled to subject further deliveries to the correct receipt of the payment.
Our acceptance of bills of exchange and cheques is at all times under reserve; they shall not be deemed payment until they have been redeemed. The Purchaser shall bear any and all expenses for discounting and financing. In cases of negotiation of eligible bills of exchange – when there is an agreed date of payment – any and all expenses for the term which is in excess of the agreed date of payment shall be borne by the Purchaser. We do not guarantee due time presentation or protest for bills of exchange at subsidiary locations or abroad.
The Purchaser shall be entitled to set off payments only if and when his counter-claims have been finally determined by a court of law, are undisputed or have been recognised by us. He shall be authorised to exercise a right of retention only if and when his counter-claim is based on the same contractual relationship.

7. RETENTION OF TITLE
We retain title of ownership to the delivered goods until any and all receivables to which we are entitled from the business relationship with the Purchaser have been settled in full. The above provision shall also apply if and when individual or all of our receivables have been compiled in a running invoice and the balance has been drawn and acknowledged.
The Purchaser shall be entitled to further sale, combination, mixing, processing or working of the goods only with the scope of his usual business operation. If and when the Purchaser processes, combines or mixes the delivered goods, we will be deemed the manufacturer in the sense of Section 950 BGB and will acquire title of ownership or proportionate co-ownership to the final or interim products, which the Purchaser shall safeguard for us as reserved goods. If and when the combination, mixing, processing or working of our reserved goods involves goods from other suppliers whose title of ownership also extends to the new object, we will acquire co-ownership of the new object together with the other suppliers – excluding the Purchaser’s acquisition of co-ownership – at its full value as described below:
Our share of co-ownership shall correspond to the ratio of the invoice value of our reserved goods to the total invoice value, including any and all reserved goods which have been coprocessed.
If and when a residual share has not been covered by retention of title claims because other suppliers have not extended their retention of title to the added value by the Purchaser, our share of co-ownership shall be increased by this residual share. If and when, however, other suppliers have also extended their retention of title to this residual share as well, we will be entitled only to a proportion which shall be determined by the ratio of the invoice value of the co-processed goods of the other suppliers. The Purchaser shall safeguard the new object for us in this case as well.
If the value of the securities which we hold exceeds that of our receivables by more than 20%, we will be obligated, at the request of the Purchaser, to release the excess value of the securities at his discretion.
Receivables accruing to the Purchaser from the further sale of the reserved goods shall be assigned to us here and now. These receivables serve to secure our claim in the same scope as the reserved goods. The Purchaser may collect said receivables, provided that he fulfils his obligations to us. Moreover, the authorisation to collect the assigned receivables shall expire upon default of payment, petition for initiation of bankruptcy proceedings, in or out of court, or in the event of cheque or bill of exchange protest.
The Purchaser shall notify us immediately in writing of any seizure or other attachments of the reserved goods by third parties. The Purchaser shall bear any and all costs required for the cancellation of the seizure or other attachments by third parties, unless said costs can be collected from the third party.

8. WARRANTY, DAMAGE COMPENSATION, LIMITATION PERIOD
Couplings which become unusable within one year of delivery as a consequence of material or manufacturing defects shall be repaired at no charge. The claim for repair may not be asserted if and when the damage to the coupling is the consequence of incorrect installation, contamination or the formation of rust.
Otherwise, any and every warranty shall be excluded as well as any and all damage compensation claims of any nature against us, unless they result from intentional breach of contract on our part. Liability for damage compensation on our part shall be limited in all cases to the foreseeable loss which may typically occur.
The limitation period for warranty claims and any and all other damage compensation claims shall be 12 months, commencing as of the transfer of risk.

9. FINAL PROVISIONS, PLACE OF PERFORMANCE, JURISDICTION
The transfer of the Purchaser’s rights from this contract shall be subject to our prior written consent. The legal invalidity of individual provisions shall not affect the validity of the remaining provisions.
Place of performance for delivery and payment, including bills of exchange and cheques, shall be Klingenberg; the Parties submit to the jurisdiction of the courts of Klingenberg.
The Parties submit to the jurisdiction of the courts at our registered office to the extent legally permissible, particularly if and when the Purchaser is a legal merchant. However, we are entitled to bring legal action against the Purchaser at courts which have general jurisdiction over the Purchaser or at courts which have special jurisdiction at the place of the branch office.
The contract shall be governed by the formal and substantive law of Germany; the application of the UN CISG shall be excluded.

10. RESERVATION OF RIGHT OF MODIFICATION
We reserve the right to modify the above Terms and Conditions of Sale at any time.


R+W Antriebselemente GmbH,
Alexander-Wiegand-Strasse 8,
63911 Klingenberg
Phone ++49 (9372) 9864-0;
Fax ++49 (9372) 9864-20