Please read the General Terms and Conditions carefully.

Terms and Conditions German version

Terms and Conditions English version

I. Validity of the General Conditions of Sale

  1. The following general terms and conditions of sale apply to all contracts for the delivery of conveyor belts or belt systems and accessories, as well as other products by Wire Belt Company Osterloh GmbH (hereinafter: seller) to its entrepreneurial contractual partner (hereinafter: buyer). They also apply to all future transactions.
  2. Deviations from these General Terms and Conditions of Sale require an express agreement.
  3. Purchasing and other general terms and conditions of the buyer are not accepted. Failure to object, payment or acceptance of the goods does not constitute acceptance of other general terms and conditions.

II. Conclusion of the contract

  1. The seller is not yet bound by invitations to submit an offer (e.g. by declarations marked as “non-binding offers”). The buyer is bound by his order until acceptance by the seller. Acceptance must be made within a reasonable period of time. An order is accepted either through a written order confirmation or through the execution of the order.


III. Product Descriptions

  1. Illustrations, drawings, dimensions etc. in catalogues, brochures, price lists and other publications are non-binding. We reserve the right to make design, production and other detail changes compared to the product descriptions, as long as the interests of the buyer are not unreasonably affected and these changes are customary in the trade, within the scope of the state of the art.
  2. Descriptions of the products in no way guarantee the presence of certain properties. Only one that is expressly designated as such in writing shall be deemed to be an acceptance of a guarantee. There is no liability for any misprints in catalogues, brochures, price lists and other publications.


IV. Assembly and Instruction

  1. Assembly and instruction are only owed by the seller if this is expressly agreed. In this case, an additional fee must be paid for this. Details are regulated separately in each case.


V. Price, Payment, Counterclaims

  1. The price does not include the VAT applicable at the time of invoicing.
  2. Customs duties, transport and insurance costs as well as freight surcharges for express goods, express, postal or special handling are at the expense of the buyer.
  3. The seller's invoices are payable on the agreed terms without any deductions.
  4. In the case of export transactions, the costs associated with the receipt of payment shall be borne by the buyer, insofar as they are incurred in his country.
  5. If the seller is obliged to perform in advance, he can refuse his performance if it becomes apparent after the conclusion of the contract that the buyer's consideration is at risk due to a lack of ability to pay. The right to refuse performance does not apply if the counter-performance is effected or security is provided for it. Section 321 of the German Civil Code regulates the details.
  6. The buyer only has the right to withhold payments or offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established. This does not apply to counterclaims by the buyer that are aimed directly at remedying the defect or rescission because of a defect that the seller has not remedied or cannot be remedied by way of supplementary performance and are based on the same contractual relationship as the seller's claim for payment.


VI. Delivery and Passing of Risk

  1. The products are shipped from the seller's registered office or directly from the distribution warehouse or the registered office of the pre-supplier. Shipping is at the expense and risk of the buyer using a mode of transport chosen by the seller at his own discretion, unless special agreements have been made.
  2. The course of an agreed delivery period begins with receipt of the order confirmation.
  3. A prerequisite for adhering to an agreed delivery time is the timely fulfillment of the contractual obligations to be performed by the buyer before delivery, in particular the performance of the agreed payment and, if necessary, the provision of agreed securities.
  4. If and to the extent that this is reasonable, the seller is entitled to make partial deliveries to a reasonable extent.


VII. Warranty/Liability for Defects

  1. If the buyer is a merchant within the meaning of the HGB, there is an obligation to examine and give notice of defects in accordance with Section 377 HGB. If the suspicion of a defect that is not just completely insignificant arises with regard to the delivered products, the buyer is also obliged to inform the seller of the existing suspicions immediately, even if further investigations have to be carried out in order to verify the defect. A violation of this obligation leads to the buyer being liable for damages, unless the latter is not responsible for the violation.
  2. In the case of proven defectiveness of the delivered goods and the formal and timely notice of defects, the buyer has a right to repair or replacement delivery at the discretion of the seller. If, in the case of a return of products for the purpose of a complaint, it turns out that this was done wrongly, the seller is entitled to charge not only any costs for shipping and packaging, but also a reasonable fee for the inspection of the products. If the shipping costs increase because the goods were taken abroad by the buyer or his customers, the difference is at the expense of the buyer. Any dismantling and reassembly costs that may arise are to be borne by the buyer.
  3. Any claims for defects by the buyer become time-barred within 12 months, calculated from the transfer of risk. The above shortened limitation period does not apply to claims for damages that are due to a defect in the item sold or the breach of a supplementary performance obligation. However, this exception for claims for damages only applies to claims for damages based on injury to life, limb, body or health or on grossly negligent or intentional behavior on the part of the seller or liability under the Product Liability Act. The regulations on entrepreneurial recourse when buying consumer goods (§§ 478, 479 BGB) remain unaffected.


VIII. Liability

  1. Claims for damages of any kind against the seller and his legal representatives and vicarious agents are excluded, unless there is intent or gross negligence or a breach of a material contractual obligation.
  2. An essential contractual obligation in this sense means any obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the buyer can regularly rely.
  3. However, liability is limited to compensation for typically foreseeable damage, provided there is no intent.
  4. The above limitations and exclusions of liability do not apply to liability under the Product Liability Act or to cases of injury to life, limb or health.
  5. Claims for reimbursement of expenses by the buyer according to § 284 BGB are waived insofar as a claim for damages instead of the services according to the above regulations is excluded.


IX. retention of title

  1. The seller retains ownership of the delivered products until full payment of all his claims from the business relationship with the buyer.
  2. The processing or processing of the goods subject to retention of title by the buyer is always carried out on behalf of the seller, without any obligations arising for the seller as a result. The seller is entitled to ownership of the new items in their respective processing condition. If his reserved goods are processed, processed, blended, mixed or combined with other products that do not belong to him, he is entitled to co-ownership of the new item in the ratio of the invoice price of the reserved goods to the invoice price of the other products. The buyer transfers his co-ownership rights arising in the cases of the previous sentence to the seller in advance, up to the amount of the invoice price of the reserved goods.
  3. The buyer may sell the reserved goods that are the sole or joint property of the seller in the normal course of business; pledging, transfer by way of security or assignment by way of security is not permitted. The buyer assigns to the seller now and in advance all claims to which he is entitled from the resale of the reserved goods or the product resulting from processing, treatment, mixing, mixing or connection. This also applies if the product is sold together with other products not belonging to the seller for a total price. If a third party has acquired ownership or co-ownership rights to the product due to legal regulations as a result of processing, processing, mixing, mixing or connection, the buyer assigns to the seller the claims he has against the third party already now and in advance. Assignments within the meaning of this paragraph are only made up to the amount of the invoice price of the reserved goods. The buyer is authorized to collect the assigned claims up until revocation, which is permissible at any time. The buyer undertakes to keep the reserved goods insured against the usual risks. He already now and in advance assigns to the seller his claims for compensation against his insurer due to the loss of or damage to the goods subject to retention of title.
  4. The seller already accepts the assignments provided for in this section by the buyer.
  5. The seller undertakes to release the securities to which he is entitled according to the above provisions at his option at the request of the buyer insofar as their value exceeds the claims to be secured by more than 10%.
  6. If the buyer's cooperation is required for the retention of title to be effective, for example in the case of registrations that are required under the law of the buyer's country, the buyer must undertake such actions.
  7. If the buyer is in arrears with a payment, the seller can prohibit him from disposing of the reserved goods completely or, at the seller's discretion, also partially, eg only the sale or further processing, etc. If the buyer has the objective prerequisites for the obligation to file for insolvency, the buyer must refrain from disposing of the reserved goods of any kind without a corresponding request being required. The buyer is obliged to report the stock of reserved goods to the seller immediately. In this case, the seller is also entitled to withdraw from the contract and to demand the return of the reserved goods. If the goods subject to retention of title have been processed, processed, blended, mixed or combined with other products, the seller is entitled to demand that they be handed over to a trustee; the buyer is obliged to notify all co-owners of the reserved goods with their company or name, address and co-ownership share. The same applies mutatis mutandis to claims that have been assigned to the seller in accordance with the above paragraphs; In addition, the buyer must, without being asked, send the seller the names and addresses of all debtors as well as copies of the documents substantiating the claims against them.


X. Force majeure and reservation of self-supply reservation

  1. Government actions, riots, strikes, lockouts, fire, machinery breakdowns, shortages of materials or energy, transportation disruptions or any other reason beyond Seller's control that delays normal manufacture or shipment shall be deemed "Force Majeure" and shall entitle Seller to the appropriate action Postponement of the delivery date. The seller is obliged to inform the buyer immediately of such circumstances if the seller becomes aware of them. If a delayed service provision is unreasonable for one party due to the aforementioned events, this party is entitled to withdraw from the contract.
  2. The correct and timely self-delivery remains reserved.


XI. Other Provisions

  1. The place of fulfillment for all claims of the parties arising from the contract, including those arising from warranty, is Selmsdorf.
  2. The exclusive place of jurisdiction for all disputes with merchants or persons who do not have a general place of jurisdiction in Germany is Lübeck. However, the plaintiff is also entitled to alternatively bring an action before the Arbitration Court of the Hamburg Chamber of Commerce (www.hk24.de/arbitration) instead of before the ordinary courts. If this happens, the court of arbitration that is called upon has exclusive jurisdiction. The language of the proceedings is German.
  3. German law applies to the exclusion of the UN purchase law.

As of July 2016