General terms and conditions
All business relationships are based on these terms and conditions of sale, delivery and payment. These terms and conditions take precedence over any arrangements to the contrary which are submitted by the person placing the order.
Differing agreements only apply if expressly agreed in writing. Calculation of the deliveries is based on the prices effective on the day of delivery. If the prices increase from order confi rmation to delivery as a result of increase in costs, our prices valid on the respective delivery date shall apply which orient themselves within the scope of the respective increase in costs. We sell exclusively to resellers so that the provisions governing the sale of consumer goods according to § 474 et seq. German Civil Code do not apply.
Our offers are always subject to change. Every order, whether placed in writing, by telephone or verbally, requires our particular, written confi rmation in accordance with the present terms and conditions to become binding for us.
2. Limitation of authority
Our contracting representatives are not authorized to modify the following conditions or our offers by means of additional verbal agreements. This must be made in writing. Explanations of our contracting representatives that were made only verbally are not legally binding for us.
3. Terms of payment
Subject to deviating written agreements, our invoices are due for payment immediately on receipt of the goods without any deduction to the supplier’s payment offi ce without any charges for us. If the customer does not pay on the due date, he shall be liable to pay interests of 8 percent above the basic interest rate p.a. in addition to the invoiced amount.
We reserve the right to claim for higher damage caused by delay. Furthermore all our receivables from this and other business relations with the customer shall become due for payment immediately in full. Cheques and bills of exchange are accepted only as conditional payment and not in lieu of payment. Any complaints will not affect the due date of the purchase price.
The customer shall be entitled to off-set only, if his counterclaims are legally established or undisputed. The customer shall be entitled to exercise a right of retention insofar as his counterclaim relies on the same contractual relationship.
4. Prevention of delivery
We shall at all times strive to keep to the agreed delivery deadline. If the sold goods are seized of sovereign actions or force majeure prevent us from delivering, or if it was proven that, through no fault of our own, we were not supplied by our upstream suppliers, we shall be released from our duty to deliver and may postpone the delivery until after the removal of the obstacle. If we exceed the agreed delivery period by more than 14 days, the purchaser has the right to grant us a grace period of 14 days in writing. After the expiry of these 14 days the customer is entitled to cancel the purchase agreement. The resignation, however, is not effective if the goods are already on their way at the time of receiving the resignation. Further claims cannot be asserted as the result of an exceedance of the agreed delivery period.
If the customer is in default of acceptance or otherwise infringes other duties to cooperate, we are entitled to claim arising damages, including possible additional expenses. We reserve the right to make further claims. Provided that the aforesaid conditions exist, the risk of accidental loss or accidental deterioration of the sales item is passed to the purchaser at the time when the default of acceptance or payment default took place.
5. Retention of title
We reserve ownership of the supplied goods until payment of the purchase price including all ancillary claims, as well as claims from other business relations with the customer or from any other legal title against the customer. If the customer resells the goods before complete payment is effected, he already assigns the claim from the resale to us in this case.
If the goods are sold together with other objects at a total price, the portion of the total claim corresponding to all our outstanding claims against the buyer is ceded to us.
The customer undertakes neither to encumber the goods subject to the reservation of ownership with third parties rights, nor pass title to a third party for security prior to complete payment of all debts. The customer undertakes to immediately inform us if the goods are seized by third parties of if they assert other rights. If necessary, the customer will provide us with the information required to safeguard our rights and to leave his documents in trust. All intervention costs are to be borne by the customer in any case. We are entitled to deduct up to 20% from the invoiced value for goods taken back. In addition, the customer is fully liable for any kind of depreciation that the goods suffered while in his possession.
6. Transfer of risk
The goods are always transported at the risk of the customer ex works or warehouse Rhade to the place of destination. This also applies when we deliver carriage paid.
If complaints are not excluded as a result that the customer has inspected the goods prior to shipment, we shall be liable for defects of the delivered goods among which also includes the absence of warranted properties.
Complaints have to be lodged by the customer in writing within 14 days after receipt of the goods at the place of destination. The non-conforming goods have to be sent to us within the same period carriage paid. It will be sent by us to the upstream supplier for the execution of warranty works and after completion of the warranty works it will be returned to the sender. The customer has the right to rescind the contract after two unsuccessful rectifi cation attempts. Further rights, particularly the right to reduction are excluded. As a reseller, the customer shall be entitled to a trade discount on all goods ordered and in return he shall renounce his rights according to § 478 Abs. 2 BGB (German Civil Code) for reimbursement of the expenses he had to bear in the business relation with his customer for subsequent performance in relation to consumers according to § 439 Abs. 2 BGB (German Civil Code). This discount represents an equivalent compensation within the meaning of § 478 Abs. 4 BGB (German Civil Code). We provide a warranty for the goods delivered by us, in the state we received them from our upstream supplier, for any damage to material or manufacturing defects.
The warranty period is 24 months ex works, however provided a perfect, proper installation and maintenance at the prescribed intervals. The customer shall not be entitled to reduction. He shall also not be entitled to any claims for rescission or damages due to the defect. Our warranty shall become void, if the customer or a third party has made modifi cations or repairs to the item in dispute without our prior consent. The warranty claims based on the foregoing shall expire in one year from the date of receiving the goods at the place of destination. The foregoing provisions shall also apply in case different goods from the agreed were supplied.
8. Place of jurisdiction
Place of performance and jurisdiction for all legal disputes arising from this contract is Bremervörde for both contractual parties, provided that the contractual parties are merchants or legal entities of public law or if the other contractual party has its usual place of residence outside the Federal Republic of Germany. This also applies to actions in proceedings regarding bills of exchange or cheques insofar as no other explicit agreement has been made in writing. The contractual terms and the business relationship are subject entirely to the law of the Federal Republic of Germany.
All agreements made between us and the customer with regard to the execution of this contract have been made in writing in this contract.
Claims arising from the impossibility of performance, default on conclusion of the contract, positive breech of contract as well as tortious acts are excluded insofar as this is legally permissible. No claims can be asserted against us following advice. In the event that individual provisions of this contract should be invalid or become invalid or contain a loophole, the remaining provisions shall remain unaffected. We undertake for substitution of this invalid provision to agree on a legally permissible provision which comes closest to the economic purpose of the ineffective provision respectively fi lls the loophole.
We reserve the right to change the General Terms and Conditions. In this event, each contractual party will be informed about the amended General Terms and Conditions. The amendment shall be deemed accepted by the contractual partner if he does not object to it within one week after receipt or after his fi rst possibility of becoming aware of the same.