General Terms and Conditions of Sale and Delivery
The following General Terms and Conditions of Sale and Delivery shall become part of the purchase contract. Conflicting or deviating purchase conditions or other buyer restrictions shall not be recognised unless the Seller has expressly agreed to the same in writing on a case-by-case basis.
1.1 Orders placed by the Buyer shall become binding by means of the Seller’s written or printed confirmation (also invoice or delivery note).
1.2 Special agreements are valid only with written confirmation of authorised representatives of the Seller.
1.3 Quotations issued by the Seller are subject to change without notice with regard to price, quantity, delivery period and availability until the delivery date.
§2 Change of subject matter of the contract
2.1 We reserve the right to make alterations in construction or form which are attributable to the improvement of the technology or conformity with the legislators' requirements, in so far as the delivery item is not significantly altered and the alteration is reasonable for the customer.
§3 Delivery times/partial shipment/damage caused by delay
3.1 The delivery date shall be the date on which the goods leave the factory or warehouse and, if this date cannot be determined, the date on which the goods are placed at the Buyer’s disposal.
3.2 The delivery period shall be extended to a reasonable extent for measures taken in the context of industrial disputes, in particular strikes and lock-outs and in the event of unforeseen obstacles that lie outside the influence of the supplier, in so far as such obstacles can be shown to have a significant influence on the production or dispatch of the item to be supplied. This shall also apply if these circumstances arise at the subcontractors. Nor is the supplier to be held responsible for the circumstances described above if they arise in the course of an already existing delay.
3.3 Partial deliveries are permitted within the named delivery periods, as long as it doesn't result in any drawbacks for its use.
3.4 Claims for compensation for damages due to delays in delivery and non-fulfilment are excluded, except in cases of deliberate intent or gross negligence of the Seller.
§4 Transfer of Risk
4.1 The risk shall transfer to the customer at latest on dispatch of the goods to be supplied, and indeed even if partial deliveries are made, or if the supplier has undertaken to provide other goods and services, such as carriage costs or delivery and set-up. At the request of the customer, and at his/her expense, the shipment can be insured through the supplier against theft, breakage, damage in transit, fire and water damage and other insurable risks.
§5 Liability for Faults or Defects
Provided liability for defects/faults of the purchased item by the Seller:
5.1 In principle the legal warranty rights shall be valid for all purchase contracts, except:
- In so far as there is a fault or defect in the purchased item, the Seller shall be entitled to have the situation remedied by means of correction of the fault or to supply a new item free of faults or defects.
- The Buyer shall be obligated to immediately examine the supplied goods as to obvious defects and, in particular, obvious deficiencies or damage, and to notify us thereof in writing without delay but not later than within 8 days from receipt of the goods.
- The Buyer shall be obligated to notify us in writing of any non-obvious (hidden) defect after discovery thereof but not later than within one year from the statutory start of the limitation period. Liability of the seller is abrogated in case of a not accurately timed notice of defect. §377 HGB (German commercial code) remains unaffected.
- The supplier shall be liable in so far as the customer asserts claims for compensation due to defects/faults of the purchased item that are based on intent or gross negligence, including the intent or gross negligence of representatives or vicarious agents of the supplier.
- Besides all liability shall be excluded.
5.2 Warranty rights for defects/faults of purchased second-hand goods are excluded. For consumer good purchase the statutory regulation shall be applied.
6.1 The Seller may withdraw from the contract:
- in the event that through no fault of its own, e.g. by force majeure, interruption of the operations or industrial action, the Seller is unable to affect delivery,
- if the Seller learns of a considerable deterioration of the Buyer's economic situation since the date of contract conclusion,
- if any payments by the Buyer of previous are delayed.
- The Buyer cease payments or should a petition have been filed for insolvency or composition proceedings on its assets the Seller shall not be obliged to render its services.
6.2 Any withdrawal made for the reasons above will not impede the Supplier from asserting claims for damages for non-performance.
§7 Retention of title/ insurance obligation
7.1 Title to the goods shall only pass to the Buyer once they have met all obligations arising from the business relationship with the Seller, including ancillary claims, claims for damages and payment of cheques and bills of exchange. Title to the goods shall also continue to be retained if individual claims of the Seller are included in outstanding invoices and the balance has been determined and acknowledged.
7.2 When the Customer resells the delivered goods and the retention of title remains in effect, the Customer shall, already as of now, assign as security the receivables due from the purchaser in the amount of the purchase price between Supplier and Customer plus the contractually applicable value added tax of the delivered goods.
7.3 Even after this assignment, the Customer shall be entitled to collect the receivables. The Supplier's entitlement to collect the receivables shall remain unaffected thereby. However, the Supplier undertakes to not collect the receivables for as long as the Customer meets their payment obligations and is not in default.
7.4 The Customer may neither pledge nor transfer by way of security the goods which are subject to retention of title.
7.5 The Customer shall be obligated to immediately inform the Supplier about any and all access by third parties to the goods delivered under retention of title or the receivables and to inform any enforcement officers of the fact that the ownership is held by the Supplier. The same shall apply in the event of damage or loss.
§8 Prices, payment, packaging and shipping
8.1 Unless otherwise agreed, all prices are for delivery ex works of the Seller. Packing/shipping costs and value added tax excluded.
8.2 Unless otherwise agreed, invoices shall be payable without deduction within 30 days of the invoice being issued. The terms of payment stated in the order confirmation shall be deemed agreed. We only grant prompt-payment discounts by arrangement and not before settlement of our other due claims.
8.3 In the event of delay in payment we are entitled to charge interest for delay (8,12 % per annum) and dunning charges. The Buyer is entitled to prove that either no or a lower damage has inccured.
8.4 Orders from abroad will only be accepted by prepayment or a Letter of Credit.
8.5 Retention of payment or setoff due to possible counter-claims of the Buyer that are disputed by the Supplier shall not be permissible.
8.6 For orders of less than EUR 50.- no trade discount will be granted.
§9 Costs for the Cancellation of Orders / Liquidated Damages
9.1 If the Customer withdraws from a contract concluded for unjustified reasons, the Supplier may request a lump-sum of 10% of the purchase price / order volume as damages.
9.2 The Supplier shall be entitled to evidence and assert a higher damage which has actually arisen in individual cases.
9.3 The Customer shall be entitled to evidence that no or a minor damage was caused to the Supplier than the liquidated damages as defined in section 1.
§10 Period of Limitation
10.1 The period of limitation for claims for damages of the Customer shall be 12 months, unless in the event of the purchase of consumer goods. When consumer goods are purchased, the period of limitation shall be 12 months for used objects of purchase, otherwise 24 months.
§11 Place of performance and place of jurisdiction
11.1 Place of performance is Allensbach.
11.2 Jurisdiction is vested in the courts of Constance, Germany, in so far as the contracting parties are registered traders.
11.3 Additionally, the Seller is entitled to assert its claims in the courts responsible for the Buyer’s general place of jurisdiction.
§12 Applicability of German law
12.1 For all agreements (especially orders and deliveries from abroad) with the supplier German law will be applied.
§13 Saving Clause/Severability of Contractual Relations
13.1 If any Article hereof is ineffective, in whole or in part, the remaining contract/the remaining Articles shall remain in effect.