As of 01/01/2014 - Area of application Germany
§1 offers and order processing
Offers are subject to change and non-binding until the contract has been concluded, unless we have expressly designated them as binding. The acceptance of orders is confirmed in writing. The orders are only deemed to have been accepted with our order confirmation.
The prices apply from the place of performance for delivery in euros plus the value added tax applicable on the day of delivery.
§3 place of performance
The place of performance for the payment of the purchase price as well as for all other services of the buyer is Bargteheide. The place of performance for our delivery is the place where the goods are located for the purpose of shipping or any agreed handover to the buyer.
§4 shipping and packaging
The dispatch takes place "ex works" excluding packaging. If the order value is less than EUR 100.00 net, a processing fee of EUR 9.00 will be charged. In the case of goods that are not delivered "ex works", we reserve the right to choose the shipping method. No claims can be derived from the choice made. If the specified packaging unit is not adhered to, EUR 5.00 opening costs will be charged after inspection. For direct delivery to a separate Addressees will be charged a processing fee of EUR 2.00.
§5 transport risk
The transfer of risk takes place without prejudice to Clause 4 with the handover to the person, company or institution commissioned with the execution of the shipment.
§6 scope of the service
In addition to the product description, all information in images, brochures, catalogs and advertising does not represent any information on the quality of the goods. Such information is only binding. if they have been agreed as the quality of the goods. In the case of custom-made products, excess or short deliveries of up to 10% are permitted for technical reasons.
§7 delivery time - delivery obligation
Delivery dates or periods that have not been expressly agreed as binding are exclusively non-binding information. The delivery deadline is met if the goods have left the place of dispatch or readiness for dispatch has been notified by the time it expires. The delivery period is extended appropriately in the event of industrial disputes, operational disruptions, shortage of raw materials, traffic disruptions, orders from high authorities, all cases of force majeure as well as the occurrence of unforeseen obstacles that are beyond our control, insofar as such obstacles can be proven to affect the completion or delivery of the Goods are of considerable influence. This also applies if the circumstances arise with sub-suppliers or contractual suppliers. If, as a result of these circumstances, the content of the service is also significantly changed. this releases us from the obligation to deliver for the duration of the disruption and to the extent of its effects. Inadequate information about the buyer entitles us to cancel contracts and delivery obligations in whole or in part.
§8 Offsetting or withholding
The buyer is not permitted to offset any counterclaims that we have contested and that have not been legally established. This also applies to commercial transactions, including the retention of payments.
§9 notification of defects (complaints)
In the event of complaints about the type, quality and quantity of the goods delivered, we are only liable if the buyer checks the goods for defects and completeness and notifies us immediately and in writing of any defects discovered with a precise description. If the buyer fails to examine the goods in good time or to report a defect, the delivered goods are deemed to have been approved, unless the defect was not recognizable during the examination. Defects discovered later must also be reported to us immediately; otherwise, the goods shall also be deemed to have been approved because of these defects. The limitation period for warranty and compensation claims is 2 years from delivery of the goods. No guarantee is given for incorrect assembly or commissioning by the buyer or third parties, incorrect, negligent or improper handling, use of unsuitable equipment or replacement parts of defective built-in parts or for errors that have arisen due to electronic or electrical influences or similar facts. The guarantee is also canceled if the buyer or a third party carries out changes or repairs without our prior approval. In the event of justified complaints, we will either repair or replace the goods at our discretion. If the repair or replacement delivery fails, the buyer can, at his discretion, request a reduction in payment or cancellation of the contract. If the buyer chooses to withdraw from the contract due to a defect, he waives the assertion of claims for damages. We only assume expenses in connection with the supplementary performance insofar as they are reasonable in individual cases, in particular in relation to the purchase price of the goods, but in no case insofar as they exceed 150% of the value of the goods. We only assume further expenses such as in connection with the installation and removal of the defective item in accordance with these conditions.
§10 claims for damages
We are not liable, for whatever legal reason, for the slightly negligent breach of obligations by us, our legal representatives or vicarious agents. In the event of a slightly negligent breach of essential obligations, our liability is limited to the amount of typical foreseeable damage. We are not liable for delay or impossibility caused by slight negligence. This does not apply in cases of strict liability.
§11 Payment, Default, Due Date
Invoices are payablea) 10 days after delivery less a 2% discount
b) 21 days after delivery net.
Checks and bills of exchange are only accepted on account of payment. The latter only after prior written agreement. If the buyer is in default, we are entitled, at our option, to withdraw from the contract and to take back the goods delivered under retention of title minus the costs incurred (usually 20% of the value of the goods). Any claims for damages remain unaffected by these measures in any case.If we receive notification of a deterioration in the buyer's financial situation or if the buyer orders supplies or outstanding debts as security for other creditors, we have the right to cancel all payment agreements, immediate cash payment or return to obtain the goods, to withdraw from the contract or to demand advance payment or to deliver against cash on delivery.
§12 SEPA direct debit
If payments by SEPA direct debit are agreed, the deadline for pre-notification regarding the direct debit is at least one day.
§13 Confirmation of Arrival
When delivering goods to other EU countries, the buyer of the goods must submit a confirmation of arrival or an alternative proof of the goods upon request. If this is not submitted, we reserve the right to charge the sales tax applicable in the Federal Republic of Germany.
§14 retention of title
The goods remain until all claims have been paid in full. including ancillary claims. Claims for damages, future claims and cashing of checks and bills of exchange are our property. Taking into account the following provisions, the buyer is entitled to sell and process the goods. The buyer's powers to process goods subject to retention of title in the ordinary course of business end when he ceases to pay or when insolvency proceedings are initiated against his assets. By processing the reserved goods, the Kauter does not acquire ownership of the new item in accordance with Section 950 of the German Civil Code (BGB). If the reserved goods are processed with other items, we acquire co-ownership of the new item in the ratio of the invoice value of our reserved goods to the invoice value of the other processed items. The buyer hereby assigns the claim with all ancillary rights from the resale of the goods subject to retention of title to us, also in proportion to the extent that the goods have been processed and we have acquired co-ownership of them in the amount of the invoice value. On this assignment, we are entitled to a fraction of the respective purchase price claim in relation to the invoice value of our reserved goods to the invoice value of the item. If the buyer has sold this claim as part of real factoring, he assigns the claim against the factor that replaces it to us. We accept the assignments. The buyer is entitled to collect the claims himself for as long. how he fulfills his payment obligations to us in accordance with the contract and we do not give him any other instructions. The buyer is obliged. upon request, a precise list of the claims to which we are entitled with the names and addresses of the customers. To give the amount of the individual claims, invoice date, etc., to inform his customers of the assignment and to give us all the information necessary for the assertion of the assigned claims. The retention of title also remains in effect. if some of our claims are included in a current invoice and the balance is drawn and recognized. The retention of title only stands for the recognized and abstract final balance. but also for the causal balance too. We already release fully paid deliveries if the security provided by the retention of title exceeds the claim to be secured by 10%. We are entitled to choose the securities to be released. Pledging or assignment by way of security of the goods subject to retention of title or disposal of the assigned claims as well as fake factoring are not permitted. If our goods are seized or otherwise claimed by third parties, the buyer must notify us immediately, confirm our property to both the third party and us in writing and assist us in asserting our property. If we take back the delivered goods due to our retention of title, we shall only withdraw from the contract if we expressly declare this. The buyer shall keep the goods subject to retention of title for us. He has to insure them against fire, theft and water at replacement value. The buyer hereby irrevocably assigns to us his claims for compensation, which he is entitled to against insurance companies or other persons liable for compensation, in the amount of our claims. We accept the assignment.
§15 place of jurisdiction
Regardless of the amount in dispute, the exclusive place of jurisdiction is the Lübeck District Court if the buyer is a merchant or a public corporation or a special fund under public law.
The above conditions apply to all sales. The buyer recognizes them by concluding the purchase as well as by receiving our order confirmation without contradiction. Conflicting conditions are not recognized unless we confirm them in writing.
Scope of export
Offers are subject to change and non-binding until the contract has been concluded, unless we have expressly designated them as binding.
The acceptance of orders is confirmed in writing. The orders are only considered accepted with our order confirmation.
§3 delivery and acceptance
Delivery obligations and delivery deadlines are suspended as long as the buyer is in arrears with an obligation. If there are any doubts about the solvency of the buyer, we reserve the right to refuse performance, to make the further fulfillment dependent on securities, to demand advance payments or the goods delivered under retention of title that are our property at the original invoice value minus the costs incurred ( usually 20% of the value of the goods) without the need to terminate the contract or other legal measures. If the buyer does not accept the goods as contractually agreed and the delay in acceptance is not caused by an act or an omission on our part, he still has to make the payment provided for in the contract as if delivery had taken place. War, breakdowns, strikes, shortages of raw materials. Traffic disruptions and orders from high hand as well as other cases of force majeure release us from the delivery obligation for the duration of the disruption to the extent of their effect. We are optionally entitled to withdraw from the contract in whole or in part in such cases.
All shipments are made for the account and risk of the buyer, unless otherwise expressly agreed in writing. The transfer of risk takes place when the goods are handed over to the first carrier commissioned to carry out the shipment. If the goods are received in a damaged condition, the buyer is obliged to provide a statement of the facts or a confirmation by the carrier in order to safeguard the right to compensation.
Unless otherwise agreed in writing, our invoice is due for payment immediately in Bargteheide. Ancillary charges such as bank charges incurred when transferring the invoice value as well as charges when redeeming the shipping documents are borne by the buyer. Differences between the calculated rate and the official rate are also borne by the buyer. The buyer bears the risk of currency losses. Offsetting and retention rights are excluded with respect to our claim.
Any complaints about the quality or quantity of the goods must be made within one week of receipt of the goods, stating the order data, invoice and shipping number with a precise description of the complaints. Timely dispatch of the notification of defects is sufficient. If the buyer fails to examine the goods in good time or to notify them of defects, the goods delivered are deemed to have been approved. In the case of justified, properly reported defects, we are obliged to exchange the goods or, at our option, to take them back and to reimburse the purchase price. Further claims of any kind, in particular claims for damages, are excluded.
§7 retention of title
Our goods only become the property of the buyer when he has discharged all of his liabilities from the business relationship. The buyer is obliged to cooperate with measures that we want to take to protect our property in the delivered goods. If Drille asserts a right to the reserved goods, the buyer must notify us immediately and support us in proving our ownership.
In cases of doubt, the Incoterms issued by the International Chamber of Commerce apply in the version applicable at the time the contract is concluded, unless otherwise stated in the above conditions. If neither these conditions nor the Incoterms contain a provision, German law applies on a subsidiary basis.
§9 law and place of jurisdiction
German law applies to the exclusion of the Uncitral sales law. The place of jurisdiction for any disputes arising from the contract is the Lübeck District Court. If we appear as the plaintiff, we are authorized to appeal to the court at the buyer's registered office.