GENERAL PAYMENT AND DELIVERY TERMS
1.1 The following conditions are valid for all our offers, sales, deliveries and services and
become the content of the contract. They do not apply if our contractual partner is a
private individual and does not act professionally or commercially. They also apply to
all future business relationships, even if they are not expressly agreed again.
1.2 We hereby expressly contradict deviating or supplementary general terms and conditions
of the buyer. They shall not apply, even if the buyer has based them on his order or
§2 Tenders and orders
2.1 Our offers are non-binding unless they are described as binding in written form. An
effective contract will therefore only be concluded through our order confirmation or
the delivery of the goods.
2.2 Dimensions, weights, illustrations, drawings and other documents that are part of our
non-binding offers remain our property and are only approximately authoritative. Only
with our explicit written confirmation they become binding contractual content.
§3 Doubtful solvency
3.1 If after the conclusion of the contract we become aware of circumstances that give
reason to doubt the buyer's solvency, we may make further deliveries dependent
upon advance payment of the goods by the buyer. We can set the buyer a
reasonable period for the advance payment of the goods and withdraw from the
contract if the advance payment is not received by us on time; the buyer can provide
security by bank guarantee instead of the advance payment. If we have already
delivered the goods, the purchase price is due immediately without deduction,
irrespective of the agreed payment periods.
3.2 Doubts about the buyer's solvency are justified, among other things, if an application for
the opening of insolvency proceedings has been made about his assets or if he does
not make payments to us or third parties on time.
4.1 Our prices are quoted EXW (Ex Works) and the INCOTERMS in the relevant newest
version apply unless a different agreement has been made with the buyer. Packaging
costs are not included in the price.
4.2 The statutory value added tax (VAT) is not included in our prices; The VAT is stated
in the invoice separately at the applicable rate at the date of the invoice.
4.3 If there are more than 6 months between the date of conclusion of the contract and the
date of delivery and there is no reason from our part for that delay and if our prices
changed in the meantime, we are allowed to charge the list price valid on
the day of delivery instead of the agreed sales price. We will send the buyer a
corresponding modified order confirmation before delivery. In this case, the buyer
may withdraw from his order with regard to the goods for which the price has been
increased. However he has to clarify the withdrawal in writing at the latest on the 5th
working day after the receipt of the modified order confirmation.
§5 Lead time
5.1 All specified delivery dates are non-binding and are only approximate unless they have
been expressly designated as binding by us. In the case of non-binding delivery
dates, a delivery within 14 days after the specified delivery date shall in any case still
be considered as timely.
5.2 If we are unable to meet an expressly agreed deadline or we will get in delay by
other reasons, the buyer has to grant us a reasonable period to supply the goods.
After this grace period has expired, the buyer is entitled to withdraw from the contract.
5.3 If the service becomes temporarily impossible for us in whole or in part or considerably
more difficult due to force majeure or other extraordinary circumstances through no
fault, the agreed lead time shall be extended by the duration of the interruption. The
same applies to a statutory deadline or deadline set by the buyer for the provision of
services, in particular for grace periods for delay.
5.4 Before the expiry of the delivery time or service period extended in accordance with
paragraph 3, the buyer is neither entitled to withdraw from the contract nor to claim
damages. If the impediment to performance lasts longer than 4 weeks, both the buyer
and we are entitled to withdraw from the contract if the contract has not yet been
executed. If the buyer is contractually or legally (e. g. because of loss of interest)
entitled to withdraw from the contract without setting a grace period, this right remains
5.5 In the event of a delay in delivery, unless it is due to intent or gross negligence, claims for
damages of any kind are excluded.
6.1 The dispatch takes place on the buyer's expense. Although the seller is not obliged to
load the goods, if the seller does so, this is at the buyer’s risk, even if freight-paid
delivery has been agreed and/or shipping is carried out with our own vehicles. We are
not responsible to provide a transport insurance.
6.2 Unless otherwise expressly agreed in writing, we are entitled to make partial deliveries to
a reasonable extent, which will be charged individually.
7.1 Unless otherwise agreed, our invoices shall be paid without deduction within 30 days of
the invoice date.
7.2 The buyer is also in default without a reminder from us if he does not pay the purchase
price within 5 days after due date and receipt of the invoice or an equivalent payment
7.3 If the buyer is in delay with a payment, all his payment obligations from the business
relationship with us - including those for which bills of exchange have been made -
become due immediately. In this case, we are entitled to demand interest in the
legally stipulated amount from the relevant point in time. The right of the seller to
prove higher damage is reserved.
7.4 Bills of exchange are only accepted on account of performance by prior agreement and
discount ability without granting a discount. Payments by cheque / bill of exchange
are also only accepted on account of performance. The purchase price claim only
expires after the bills of exchange have been redeemed in full. Exchange and
discount charges are calculated separately and are to be paid immediately without
7.5 The buyer is only entitled to offset if the counterclaims are legally detected,
acknowledged by the vendor or undisputed, even if complaints of defects or
counterclaims are asserted. The buyer is only authorized to exercise a right of
retention if his counterclaim is based on the same purchase contract.
8.1 The buyer has to examine the received goods for completeness, transport damage,
obvious defects, condition and their properties. Obvious defects are to be reported to
us in writing by the buyer within 1 week of delivery of the contractual item.
8.2 We are not obliged to provide a guarantee if the buyer has not reported an obvious defect
in writing in due time. So far we have notice of a damage of the goods for which we
are responsible and if the buyer has made its complaint in time and in writing, we are
liable for subsequent improvement (excluding the buyer's rights to withdraw from the
contract or to reduce the purchase price ) unless we are entitled to refuse the
subsequent improvement because of legal regulation. The buyer has to grant us a
reasonable period of time for subsequent performance for each individual defect.
8.3 At the option of the buyer, supplementary performance can be carried out by removing
the defect or delivering new goods. We are entitled to refuse the type of
supplementary performance chosen by the buyer if it is only associated with
disproportionate costs. During the subsequent performance, the reduction of the
purchase price or the withdrawal from the contract by the buyer is excluded. A
subsequent improvement is considered to have failed with the second unsuccessful
attempt. If the supplementary performance has failed or if the seller has refused the
supplementary performance altogether, the buyer can, at his option, request a
reduction in the purchase price or withdraw from the contract.
8.4 Claims for damages under the following conditions due to the defect can only be asserted
by the buyer if the subsequent performance has failed or the subsequent
performance is refused by us. The right of the buyer to assert further claims for
damages under the following conditions remains unaffected.
8.5 For intentional or grossly negligent breaches of duty as well as for damages resulting
from injury to life, body or health, we are fully liable in accordance with the legal
provisions. In all other respects, we shall only be liable if the breached contractual
obligation is clearly essential for the achievement of the purpose of the contract and
only to a limited extent up to the amount of the typically foreseeable damage.
8.6 The limitation of liability according to paragraph 5 applies accordingly to claims for
damages other than contractual, in particular claims from tort, with the exception of
claims under the Product Liability Act. It also applies in favor of our employees,
workers, employees, representatives and vicarious agents.
8.7 Insofar as we have provided a quality and/or durability guarantee for the goods or parts
thereof, we shall also be liable under this guarantee. For damage that is based on the
lack of the guaranteed quality or durability, but does not occur directly on the goods,
we are only liable if the risk of such damage is clearly covered by the quality and
8.8 We are also liable for damage caused by simple negligence, insofar as this negligence
relates to the breach of contractual obligations, compliance with which is of particular
importance for achieving the purpose of the contract (cardinal obligations). However,
we are only liable if the damage is typically associated with the contract and
predictable. Furthermore, we are not liable for simple negligent violations of nonessential
contractual ancillary obligations. The limitations of liability contained in §7
also apply insofar as the liability for the legal representatives, executives and other
vicarious agents of the seller is affected.
8.9 Any further liability is excluded regardless of the legal nature of the asserted claim.
Insofar as the seller's liability is excluded or limited, this also applies to the personal
liability of its employees, workers, staff, representatives and vicarious agents.
§9 Retention of title
9.1 We reserve ownership of the goods (reserved goods) until receipt of all payments from
the purchase contract. The delivered goods shall only become property of the buyer if
the buyer has fulfilled their entire obligations from the business relationship, including
ancillary claims, claims for damages and cashing of cheques and bills of exchange. In
the case of the cheque / bill of exchange procedure, the retention of title in all of its
forms listed here does not expire with the payment of the cheque, but only with the
redemption of the bill of exchange.
9.2 The buyer has to inform us immediately in writing of all access by third parties, in
particular of enforcement measures as well as other impairments of his property. The
buyer has to reimburse us for all damages and costs incurred by a breach of this
obligation and by necessary measures to protect against access of third parties.
9.3 If the buyer does not meet his payment obligation despite a reminder from us, we can
demand the return of the reserved goods still in his property without setting a prior
deadline. The buyer is responsible for all applicable freight costs. If we seize the
reserved item, we always withdraw from the contract. After retention of the reserved
goods, we are authorized to use or dispose of them. The sales proceeds will be offset
against our outstanding claims.
§10 Property and copyright law
The entrepreneur reserves his property rights and copyrights on cost estimates, drafts,
drawings and calculations. They may not be used, reproduced or made available to
third parties without his consent. They are to be returned immediately in the event of
non-granting of the order.
Unless otherwise expressly agreed in writing, the information provided to the entrepeneur
in connection with orders shall not be considered confidential.
§12 Place of performance
The place of performance for payments is Vreden and for our deliveries of goods it is the
place of dispatch.
§13 Severability clause
Changes or additions to the contract or these general terms and conditions must be made
in writing to be effective. Should a regulation of these general terms of delivery and
payment be or become ineffective or impracticable, this does not affect the
effectiveness of the remaining general terms of delivery and payment.
§14 Place of jurisdiction and applicable law
14.1 The law of the Federal Republic of Germany applies exclusively to the contractual
relationship between the buyer and us, even if the buyer has his place of residence or
business abroad. The application of the uniform law on the international purchase of
movable property as well as the law on the conclusion of international sales contracts
for movable property is excluded.
14.2 The buyer is not entitled to assign claims from the purchase contract without the
consent of the seller.
14.3 If the buyer is a merchant, a legal entity under public law or a special fund under
public law, the place of jurisdiction for both parties - also for bills of exchange and
cheque claims - is Münster/Westphalia. However, we are also entitled to sue the
buyer at his general place of jurisdiction.
Tenwinkel GmbH & Co. KG
phone: +49 2564 39 49 38 0
fax: +49 2564 39 49 38 99
Limited partnership, head office Vreden, district court Coesfeld HR A 4531
Personally liable partner: Tenwinkel GmbH, district court Coesfeld HR B 7727
Managing Directors: Markus Tenwinkel & Stefan Tenwinkel