Sales Contract (General Terms of Delivery and Payment)
1) | Conclusion of the Contract |
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If the order is to be considered an offer of contract as defined by § 145 German BGB, the seller has at its disposal an acceptance period of two weeks' time.
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2) | Prices |
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(1)Packing, postage, insurance, shipping charges, and other costs as well as customs duty and taxes are included in the purchase price.
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3) | Defects and Delivery Time |
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(1) The seller is entitled to effect partial consignments.
(2) The delivery times indicated by the seller refer to the date of dispatch of the goods. They are considered adhered to if the goods leave the factory on the said date or the customer is notified of the readiness for delivery.
(3) In each case the delivery time agreed upon shall become effective after all technical and commercial details have been discussed. In this respect the delivery times are principally without obligation. The delivery time is only binding if it has been confirmed as binding in writing to the buyer.
(4) If an action to effect delivery is required of the buyer, the delivery time shall start running only after this action is fully completed by the buyer.
(5) If delivery is delayed, the buyer shall grant a reasonable extension not less than three weeks.
(6) If both the delivery time and the reasonable extension are not adhered to, the seller is liable only for the invoice amount of the goods not delivered in due time not exceeding the amount of loss incurred by relying on the declaration.
(7) Force majeur, operational breakdowns and similar unexpected circumstances beyond the seller's control release the seller from its obligation to adhere to the delivery times for the time the obstacle exists. In such cases in particular, the buyer shall not have the right to cancel the contract and/or to claim damages.
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4) | Warranty |
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(1) The warranty period shall be two years for new products and one year for reworked second-hand products.
(2) On receipt of the goods, the buyer must check immediately that the packing is undamaged and notify the supplier about damages and defects without delay.
(3) The buyer must check the faultlessness of the goods immediately upon delivery. Obvious defects must be notified to the seller at once in writing, latest, however, within one week after receipt of the goods. If obvious defects are not notified at all, not in due time or in due form, warranty in this respect shall not be given.
(4) Other defects must be notified to the seller within one week after detection.
(5) The seller is liable for advertising statements or faulty instructions for use only towards buyers who are consumers.
(6) Warranty is exluded for minor defects which do not vitally impair neither the value nor the fitness nor the applicability of the product.
(7) Differences in color between the product and its appearance on the computer screen or in printed material are technical and unavoidable. Therefore, they do not constitute a defect.
(8) The seller is entitled to effect rectification of defects at its discretion. This means it decides whether the defects are remedied or new goods are delivered.
If the rectification fails, the seller is entitled to repeat the rectification. In the case of a repeat of the rectification the decision between delivery of new goods and correction of faults also lies exclusively with the seller.
The seller shall have at its disposal a period of at least six weeks for each measure of rectification, even in the case of a repeat of rectification.
(9) The buyer is entitled to cancel the contract and/or make a claim for damages only if the rectification has failed repeatedly.
These rights belong to the buyer even if the seller seriously and finally refuses performance, if the seller refuses removal and rectification because of disproportionate costs or if the rectification chosen by the buyer has failed or is unreasonable for the seller. A claim for damages shall only arise to the extent that the seller is responsible for gross negligence or intent.In any case the claim for damages is limited to the loss incurred by relying on the declaration. The seller shall have no liability for consequential damages caused by a defect unless they arise out of intent.
(10) Product returns must be notified to and agreed with the seller in any case. The costs of unjustified product returns shall be borne by the buyer.
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5) | Breach of Duty |
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(1) The seller's liability for breach of duty is limited to gross negligence and intententional breach of duty. This shall not apply to damages arising from injury to life, body or health, that result from gross negligence of the user or from intentional or negligent breach of duty of a legal representative or a vicarious agent of the user.
(2) Further, the regulation as defined by sentence 1 shall not apply to claims based on imperative provisions of the Product Liability Act.
(3) To the extent that the seller's liability is exluded or limited, this also applies to the personal liability of its employees, workers, staff members, representatives and vicarious agents.
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6) | Terms of Payment |
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(1) Unless agreed otherwise, we grant a 3 % cash discount on payment within 10 days, payable net within 30 days. Payment must be received free of charge.
(2) In cases of delay in payment, the seller is entitled to claim penal interest amounting to 5 % above the ECB base interest rate. Proof of a higher damage caused by delayed performance can be furnished at any time. The buyer is entitled to prove against the seller that the latter has not suffered any damage or an essentially lower damage as a result of the delay in payment.
(3) We do not accept any bills of exchange; cheques shall be accepted only on account of performance and subject to credit. Payment with credit card is only possible if card number and expiry date are quoted on placing the order.
(4) If the buyer is in default, it is left to the seller's discretion to repudiate the contract.
If payment is essentially jeopardized, the seller has the right to make the further completion of the contract dependent on advance payment or the provision of sufficient securities by the buyer.
If the buyer refuses to effect advance payment or to provide securities, the seller can cancel the contract and sue for damages.
(5) Notwithstanding a possible different purchasing condition of the buyer, incoming payments shall redeem the costs at first, then interest and the main claim at last, in the case of several claims the respective oldest at first i.e. the one that offers less security to the seller.
(6) The buyer has the right to a set-off only if its counterclaims have become res judicata, have not been contested, or have been acknowledged by the seller. In addition, it is only entitled to enforce a lien to the extent that its counterclaim is based on the same contractual relationship. Counterclaims that have been contested do not give the buyer any right of retention.
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7) | Retention of Title |
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(1) The seller retains title to the goods supplied until all receivables due from the buyer on the date of invoice as a result of the entire business relation are fully paid.
If the buyer does not act in conformity with the contract, particularly in the case of default in payment, the seller has the right to take back the goods. If the seller takes back the goods, this does not mean a cancellation of the contract unless the seller expressly declares it in writing. Seizure of the goods supplied always is to be considered a cancellation of contract. After taking the goods back, the seller has the right to realize them. The sale proceeds are to be credited against the buyer's liabilities - reduced by reasonable realization charges.
(2) If the reserved goods are processed or manufactured, the seller is entitled to the (co-) ownership of the object thus produced in proportion to the value of the reserved goods before processing or manufacturing.
If the buyer resells the reserved goods, it shall assign the claim against the retailer to the seller on the date of sale. The buyer shall obligate the retailer to effect payment directly to the seller on the basis of the liability to pay resulting from the resale. Exceptions hereto require prior agreement in writing between seller and buyer.
(3) Apart from this, disposal of the reserved goods is not permitted, particularly chattel mortgage or pledge.
(4) If the buyer's property is seized in execution and the reserved goods are affected thereby, the seller must be notified immediately in writing, stating any necessary data (law enforcement authority, file number), and, as the case may be, enclosing the execution protocol.
(5) The seller undertakes, at the buyer's request, to release the securities furnished to the former if the realizable value of its securities exceeds the receivables to be secured by more than 20 %; the selection of the securities to be released lies with the seller.
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8) | Choice of Law |
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The entire contractual relationship and any rights and obligations arising from it are governed by German Law. The application of the UN Sales Convention is excluded.
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9) | Final Provisions |
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(1) The invalidity of individual provisions does not affect the validity of the remaining provisions. The void provision shall be considered replaced by an economically equivalent provision.
(2) Any declarations affecting the validity of the contractual relationship shall be in writing. Change or annulment of the present requirement of writing shall in turn be in writing.
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