Terms and ConditionsTerms of sale and delivery
Conclusion of contract:
All offers are subject to change. All agreements shall only become legally effective upon our written confirmation. Unless otherwise agreed in writing, our terms and conditions shall exclusively govern all incoming and future orders. Orders placed on the basis of the customer’s terms and conditions in the form shall always be deemed to have been concluded on our terms and conditions, even if we do not expressly reject the terms and conditions. In principle, our conditions are recognized by the acceptance of the goods.
Prices confirmed by us are intended to be fixed (binding). In the event of drastic economic changes, e.g. wage and/or material price increases or force majeure, we must, however, reserve the right to adjust our prices to the new circumstances. If no special offer has been issued by us, we are entitled to charge the most favorable daily prices, also for contract work. Our prices are ex works, excluding packaging; any carriage paid delivery must be specially agreed.
Shipping, transfer of risk:
Packaging, shipping and means of transport are left to our choice in the absence of a special agreement. The packaging will be charged at cost, but will not be taken back. Shipment is always at the risk of the customer as soon as the goods have been handed over by post, rail or forwarding agent or, in the case of collection, as soon as the goods have been loaded, even if carriage paid delivery has been agreed. We are entitled to make partial deliveries to a reasonable extent. Customary excess or short deliveries of the contracted quantity are permissible.
The stated delivery times are non-binding: claims for damages due to late delivery are excluded.
Terms of payment:
Unless otherwise stated, our invoices are generally due for payment 30 days after the invoice date without the need for a special reminder. Payments shall be made in Euro without any deductions free Supplier’s payment office in cash, at the latest 30 days after the invoice date – also in case of partial deliveries. Cash discounts of 2% will only be granted if payment is made in cash, by check or bank transfer immediately after delivery of the goods, at the latest within 8 days of the invoice date. Cash discounts cannot be given for late payment. No cash discounts will be given on repairs or contract work. Bills of exchange and checks are accepted only on account of payment; the costs of discounting and collection shall be borne by the buyer. The credit note is issued with the value date on which the amount is available to us. In the event of default in payment, which shall also occur without a special reminder, interest shall be charged at the usual bank rate, subject to the assertion of further damages. Delivery to unknown companies will be made only against advance payment of the amount or cash on delivery as a consignment of value. Special tools are delivered to such companies only against appropriate advance payment, whereby the settlement of the advance payment takes place with the remaining delivery. Deterioration of the Buyer’s solvency or non-compliance with the agreed terms of payment entitle us to change them. In case of cessation of payments or bankruptcy of the buyer, the purchase price claim is due immediately. Withholding payment or offsetting due to any counterclaims of the buyer are excluded.
Retention of Title:
All delivered goods remain our property (reserved goods) until the complete fulfillment of all our claims, even if payments are made for specially designated claims. The purchaser may only resell or process the reserved goods or install them in machines in the ordinary course of business as long as he is not in default. The Buyer’s claims arising from the resale of the reserved goods, together with all ancillary rights, are hereby assigned to us in full, irrespective of whether they are sold to one or more purchasers. When tools are installed in machines, we automatically acquire co-ownership of the machine in question. The goods may not be pledged or assigned as security without our consent prior to final payment.
Notice of defects and warranty:
Notices of defects must be received by us in writing, by telex or by telegram immediately after receipt of the goods. Complaints received by us after 8 days after receipt of the goods cannot be considered. Defective goods are to be sent in carriage paid for examination. In the case of justified complaints, we reserve the right to deliver a replacement free of charge after prior prepaid return, but reject any further claims.
Jurisdiction, place of performance, etc.:
Place of performance for delivery and payment as well as place of jurisdiction is Remscheid. The contract shall remain binding even if individual points of its terms and conditions are invalid and shall not lead to the invalidity of the entire terms and conditions and shall not release the Buyer from other obligations. Remscheid, 01.01.1997 Winterhoff Picard GmbH
In addition to our normal terms and conditions, please take note of the following additions:
- The goods remain the property of the seller until full payment of all claims, including ancillary claims, claims for damages and encashment of checks and bills of exchange.
- The retention of title shall also remain in force if individual claims of the seller are included in a current account and the balance is drawn and acknowledged.
- If the goods subject to retention of title are processed by the Buyer to form a new movable item, the processing shall be carried out for the Seller without the Seller being obligated as a result. 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 shall acquire co-ownership of the new item in proportion to the value of its reserved goods to the total value.
- The Purchaser shall only be entitled to resell, process or install the Retained Goods subject to the following provisions and subject to the proviso that the claims under Clause 6 shall actually pass to the Seller.
- The Buyer’s authority to sell, process or install goods subject to retention of title in the ordinary course of business shall end upon revocation by the Seller as a result of a sustained deterioration in the Buyer’s financial position, but no later than upon the Buyer’s cessation of payments or upon the filing of an application for bankruptcy or composition proceedings against the Buyer’s assets.
- a) The Buyer hereby assigns to the Seller the claims with all ancillary rights arising from the resale of the reserved goods. b) If the goods have been processed, mixed or blended and the Seller has acquired co-ownership in the amount of its invoice value, it shall be entitled to the purchase price claim in proportion to the value of its rights in the goods. c) If goods subject to retention of title are built into real estate by the Seller, the Buyer hereby assigns the resulting claim for remuneration in the amount of the value of the goods subject to retention of title with all ancillary rights, including a claim for the granting of a security mortgage with priority over the remainder. The seller accepts this assignment.
- The seller is authorized to collect the assigned claims as long as he meets his payment obligations. The authorization to collect shall expire upon revocation, at the latest, however, upon default of payment by the Buyer or upon a significant deterioration of the Buyer’s financial circumstances. In this case, the seller is authorized by the buyer to inform the buyers of the assignment and to collect the claims himself. The Buyer shall be obliged to hand over to the Seller upon request an exact list of the claims to which the Seller is entitled, including the names and addresses of the buyers, the amount of the individual claims, invoice date, etc., and to provide the Seller with all information necessary for the assertion of the assigned claims and to permit the verification of such information.
- If the value of the security existing for the Seller exceeds the Seller’s claims by more than 10% in total, the Seller shall be obliged, at the request of the Buyer or of a third party adversely affected by the Seller’s excess security, to release security to this extent at the Seller’s discretion.
You can also download the GTC as a PDF.