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Conditions
I. General provisions 1. We shall supply exclusively on the basis of the below terms and conditions of delivery and payment. We expressly oppose the buyer’s terms and conditions of business and purchase, which shall only be incumbent on us if these are expressly recognised by us in writing. 2. Our quotes are subject to change. Agreements made verbally by our external representatives require our written confirmation in order to be valid. II. Terms and Conditions of Prices and Payments
1. Our prices are quoted ex works or distributing warehouse and excluding statutory value added tax unless otherwise expressly agreed in writing. Costs for packaging are calculated separately on a time and material basis. 2. Our invoices shall be due on receipt and can be paid, without a discount, by transfer to a bank account indicated by us at no additional cost and without fees. 3. The buyer shall only be permitted to offset payments against our claims if the counterclaims are not contested or have been established as final and absolute. 4. We shall be entitled to statutory rights to refuse performance, rights of retention and defence against claims and demands of the customer. We shall be entitled to withdraw from the contract and demand compensation for damages in accordance with statutory regulations. III. Reservation of proprietary rights
1. All goods delivered shall remain our property until complete settlement of all our claims arising from the business relationship (goods subject to reservation of ownership). 2. The buyer shall be prohibited from disposing of the goods subject to reservation of ownership, to mix them with other items, to process them, to connect them with other items or to insert them in real estate. 3. In derogation from Clause 2, the buyer, when not a consumer, shall be entitled to sell the goods subject to reservation of ownership to its purchaser in a business transaction in accordance with regulations. It shall hereby inform us of its sale price demands from the sale. We shall accept the assignment. It shall have the revocable entitlement to collect the assigned sale price claims on its own account. If the buyer defaults on payments to us, we shall be entitled to revoke the authorisation for sale, to collect the assigned claims and to disclose the assignment. 4. In derogation from Clause 2 and Clause 3, we shall also be able to agree with the buyer in individual cases to transfer the ownership of the goods subject to reservation of ownership to it without payment of the sale price or to release the assigned sale price claims if the buyer provides another security of the same value. 5. Upon our request, the buyer shall be obliged to notify its purchaser immediately of the assignment of claims to us and to give us proof of the notification given, unless we notify the purchaser ourselves. Furthermore, the information and documents required to collect the assigned claims must be passed on with this notification. 6. The buyer is obliged to notify us immediately of a garnishment or other restriction by third parties to the goods subject to reservation of ownership. IV. Delivery period
1. The delivery period shall begin on the day of our order confirmation but not before the complete clarification of all details of the order. 2. The agreed delivery period shall be extended by the period of time in which the buyer is in default with its payment obligations, without prejudice to our rights resulting from the buyer’s default. This shall also apply if a delivery date is agreed. 3. Force majeure events shall entitle us to postpone the delivery by the length of the impairment and of a reasonable recovery time or to withdraw from the contract on account of the part not yet fulfilled. Strikes, lock-outs and other circumstances that make the delivery considerably difficult or otherwise impossible shall be considered to be on an equal footing as force majeure, regardless of whether they affect us or a sub-supplier. We hereby undertake to immediately inform the buyer of the unavailability of our service and to immediately reimburse its payment for the unperformed service to it in the event of our withdrawal. V. Dispatch and insurance
1. When dispatching the goods, we shall be entitled to select the means of transport and the shipping method. In no event shall an obligation to provide be agreed upon. 2. All risk shall be transferred to the buyer on the handing over to the forwarding agent or carrier, however at the latest on leaving the factory or warehouse. 3. We shall only be obligated to conclude transport insurance on the express request of the buyer. The buyer shall bear the costs. VI. Warranty and liability
1. The buyer, when not the consumer, shall immediately inform us in writing of visible faults, delivery of incorrect goods and deliveries of an excessive or insufficient amount within 10 days after receipt of the goods at the destination. If a complaint is not made in good time, the goods shall be considered to be accepted in view of the fault, the incorrect delivery or the delivery of an incorrect amount. 2. We shall exclude our liability to all buyers for damages or compensation for futile expenses due to inculpable breaches of obligations or those due to only slight culpable negligence insofar as such do not concern damage to life, body or health, a breach of essential contractual rights regarding the transfer of property and possession of the sale item and the absence of material and legal defects, or claims arising from the Product Liability Act. The fault of our legal representatives and our vicarious agents shall be on an equal footing as our fault. 3. A reduced period of limitation of one year, calculated from the transfer of risk, shall be agreed for the sale of used items. 4. Guarantees shall require express and written agreement in individual cases. 5. Furthermore, warranty for defects shall be in accordance with statutory regulations. VII. Place of jurisdiction 67722 Winnweiler shall be agreed as the place of jurisdiction for all disputes that result from our deliveries of goods and the associated legal relationships between the contractual parties insofar as the buyer is a trader, a legal person under public law or a special fund under public law. VIII. Particular provisions for deliveries abroad 1. German law shall apply exclusively, even for deliveries abroad, to the exclusion of the UN law on sales. 2. We shall not assume liability for the export of our goods by our buyers in areas outside of the Federal Republic of Germany in the event third-party property rights are breached by our products. The buyer shall be obligated to compensate for the damages caused by us through the export of goods that were not expressly supplied by us for export. |