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GENERAL TERMS AND CONDITIONS
General Sales and Delivery Terms
Version from October 2015
1. Contractual Bases
Except for where an alternative agreement has been made, all offers and contracts exclusively underlie the following conditions. Conditions of purchase, even when denoted as exclusively valid, are herewith rejected; they do not apply in any case. Our conditions are deemed to have been accepted upon receipt of the confirmation of order, and with the receipt of the goods or service at the latest, even when the customer states something to the contrary in the process again. All agreements require our written confirmation to be considered valid.
The purchase applies to the seller’s current prices, which are generally calculated ex seller’s warehouse on the day of delivery, and excludes packaging. The costs of order processing require a minimum order value of €128,- plus VAT. Costs calculated for loading aids and gantries for securing the transport will be credited when we receive these back free of charge and in a re-usable state.
3. Terms of Payment
Insofar as the buyer has not granted a grace period and other terms of payment on the invoice, the payment is to take place immediately upon delivery of the goods, without any deduction. Normal bank interest will be charged after 30 days from the delivery. The withholding of payments or offsetting due to potential customer counterclaims which are disputed by the supplier is not admissible. Our claims shall become payable immediately where the terms of payment are not adhered to or where we are made aware of circumstances which, in our opinion, suitably reduce the customer’s creditworthiness, regardless of the maturity date of any received and credited bills of exchange. We are then also entitled, without prejudice to further legal rights, to only carry out any deliveries still outstanding against advance payment. What’s more, we are able to prohibit the resale and processing of the delivered goods based on our reservation of proprietary rights, and to demand their return or to repossess them at the cost of the customer without withdrawing from the contract.
4. Delivery Dates
The delivery dates specified in our confirmations of order are to be understood as approximate, but will be adhered to as far as possible. Non-compliance with the delivery dates does not entitle the customer to demand compensation or to withdraw from the purchase agreement. Partial deliveries are permitted. In doing so, every partial delivery is considered a separate transaction and has no influence on the unfulfilled part of the order. Each such partial delivery is to be invoiced separately. Should malfunctions of any kind (mechanical breakdown, lack of raw materials, strike, absence of employees and the like) occur within our company or within that of our supplier, we are entitled to postpone the delivery correspondingly, or to cancel the order either partially or in full, including in those cases where a contractual penalty has been agreed upon. The same applies where the details of execution have not been completely clarified before production.
5. The place of performance is Ergolding.
6. The place of jurisdiction is Landshut, Bavaria.
7. Examination - Acceptance
Should the customer demand that the goods or service be accepted, or should we ourselves wish it, then we announce their readiness for acceptance and request acceptance from the delivery works. Should the acceptance not take place within the time limit, the goods or service are considered manufactured or provided in accordance with the contract. We are then entitled to send these, but are not obligated to do so. The costs associated with acceptance are borne by the customer.
Irrespective of their obligation according to point 7, the customer is to inspect the goods or service without delay and to inform us of any shortcomings in writing within eight days. Any errors not recognised during the inspection by using reasonable means can still be claimed within six months. Processing or handling is to be ceased immediately upon discovering an error. Goods are returned at the customer’s expense. Commercially accepted or slight, technically unavoidable deviations do not constitute grounds for complaint. We are entitled to disregard complaints without reprisal insofar as the customer has not fulfilled their obligations from the business relationship, with the exception of the payment of a disputed delivery. In the case of goods or services being defective, where we have acknowledged this in writing or this has been legally determined, and where their usability is considerably affected as a result, we guarantee rectification, the delivery of non-defective goods or the provision of a non-defective service, at our discretion. Rectification through the customer or a third party requires our prior consent. Should our attempt at remedy fail, or should this not be carried out within a reasonable period of time, then the customer may demand a price reduction or withdraw with regards to the defective part of the delivery. Should a material/product be provided, we shall only grant a warranty for the maximum amount of the corresponding order value where intent or gross negligence on our part can be proven. We are not liable for damages which are caused by an erroneously-provided material/product or which arise as a result of such, nor are we liable for damages which can be traced back to faulty information on the part of the customer. On no account do damages resulting from certain vendor parts which we have connected with our material being defective represent cause for claims for damage against us. However, we do assign our claims against the supplier upon request. Information concerning weights, material thickness, qualities and quantity are approximate and non-binding. The scope of the delivery is determined by the confirmation and a plus or minus tolerance according to DIN is permitted.
9. Reservation of Proprietary Rights
a) Until the complete payment of all claims which arise from the seller against the buyer as a result of the business relation, including those which arise in the future, the goods remain the property of the seller.
b) In the case of a current account, the retention of ownership shall be regarded as security for the balance.
c) As a manufacturer in the sense of Section 950 BGB [German Civil Code], the processing or handling of reserved goods by the customer takes place without any obligations on our part. Should we acquire sole ownership according to statutory provisions in doing so—this also applies to contract work with us—then we transfer co-ownership shares to the former entitled persons insofar as the value of the manufactured product exceeds the invoice value of our delivery or service. Our co-ownership shares are considered reserved goods, even if they were acquired directly. Where combining and mixing is carried out by the customer, when it comes to our invoiced value, we are entitled to co-ownership of the new item to the value of the other goods and services involved. Should our ownership expire, the customer shall already transfer the ownership rights for the new item due to them to us in the scope of our invoiced value and shall safeguard them for us free of charge. The resulting co-ownership shares are considered reserved goods.
d) The customer may only dispose of and process the reserved goods in line with normal business practice. They may not pledge them, collatorise them or otherwise dispose of them. The customer must inform the supplier immediately of any impending confiscation or other impairment to the supplier’s rights.
e) Should the customer dispose of the reserved goods, then they transfer their claims from the sale to the supplier, regardless of whether they dispose of the material in a processed or unprocessed state, together with other services, or whether they dispose of these to one or several buyers. Should the customer dispose of the reserved goods in a processed or unprocessed state together with other goods or materials which do not belong to the supplier, the assignment of claims to the supplier only applies to the amount of the value of the supplier’s reserved goods which were processed. Upon supplier request, the customer shall make this assignment known to third-party debtors, shall provide the supplier with all information required to assert their rights, and shall hand out the documents.
f) Should we permit payment to be carried out via mutual commitment to bills of exchange which are issued by us and accepted by the customer (finance bill of exchange), the payment shall nevertheless first be considered effective upon the final crediting of the bill of exchanges, meaning that our proprietary rights expire at this moment in time at the earliest.
Claims for compensation of any kind are excluded, unless intent or gross negligence on our part can be proven. In all cases, we are only liable up to the amount of the corresponding order value as a maximum.