General Business Terms and Conditions Orders
All orders are accepted exclusively subject to our General Delivery and Sales Terms and Conditions. The parties agree that this contract is concluded for the purpose of acquiring goods within the framework of commercial transactions. Deviations from the same are only binding if they are confirmed by us in writing. Our offers are subject to change without notice. By placing an order, the buyer is accepting our Delivery and Payment Terms and Conditions. The customer accepts that quantity deviations of up to 20% are possible on special order items.
The prices in effect on the day of delivery will be charged. All prices are net, plus VAT as required by law.
Delivery is ex works Versmold at the expense and risk of the buyer. We have the right to deliver partial shipments. Separate agreements apply to export deliveries. There is no compensation for transport packaging.
Our invoices are payable within 14 days from the invoice date with the deduction of a 2% discount from the final invoice amount or net 30 days from the invoice date.
Upon exceeding the payment terms, the buyer is in default. We have the right to charge late payment interest at the rate of 8% above the prime lending rate.
Delivery dates are specified according to the best of our knowledge but are not guaranteed. Deviations only apply if compliance with a delivery date has been confirmed by us in writing. Delivery obligations and dates are suspended as long as the buyer is in arrears with payments.
Circumstances beyond our control (strikes, lockouts, business disruptions, energy and raw material shortages, procurement problems for manufactured goods and replacement parts for machines, transportation disruptions, the disruption of monetary and credit transactions, acts of war and orders of higher authority) are deemed to constitute force majeure and relieve us of our delivery obligations as long as such circumstances continue.
They also entitle us to withdraw from the contract in whole or in part.
In case of delivery delays, the buyer is required to grant a commensurate grace period of at least 4 weeks. Should this grace period elapse without delivery, the buyer has the right to withdraw from the contract in case of orders for standard goods. However, this does not apply to special order items. Here a new delivery date must be agreed upon. Compensation claims based on delivery delays are excluded.
Any complaints regarding the condition of the goods or incorrect quantities must be communicated to us in writing within 8 days from the receipt of the goods. Hidden defects must be reported promptly upon their discovery and no later than 8 weeks from the receipt of the goods.
The specified dimensions generally constitute approximations. We reserve the right to dimension deviations and colour changes.
Retention of Title
The goods are delivered subject to the retention of title. They remain the property of the seller until all receivables, including future receivables, arising from the business relationship with the buyer and the buyer’s associated companies are settled in full. The retention of title also applies when specific receivables are added to an open invoice and the balance has been drawn and recognised.
In regards to the limited ownership to which the buyer is entitled, the buyer is required to assure the retention of title to the goods in transactions with the buyer’s customers until said customers have paid the purchase price in full. The buyer stores the goods owned and co-owned by the seller at no charge.
The buyer has the right to process the goods subject to retention of title in the course of ordinary business operations as long as the buyer is not in default. Pledging or transfer by way of security of the goods are not allowable. Receivables arising from the resale of the goods subject to retention of title or another legal foundation (insurance, prohibited acts) related to the goods subject to retention of title are assigned to the seller by the buyer in full, now and in advance. The seller authorises the buyer, subject to revocation, to collect the receivables assigned to the seller in the buyer’s name and on account of the seller. Upon request by the seller, the buyer shall disclose the assignment of receivables and provide the seller with the required information and documentation.
In case of access to the goods subject to retention of title by third parties, the buyer will point out the ownership rights of the seller and notify the seller promptly. Costs and damages are borne by the buyer.
In case of behaviour on the part of the buyer contrary to the terms of the contract, especially late payment, the seller has the right to take back the goods subject to retention of title at the expense of the buyer or to demand the assignment of the claims for surrender of the buyer against third parties if applicable. Insofar as the repayment law (Abzahlungsgesetz) does not apply, taking back or assigning the goods subject to retention of title by the seller does not constitute withdrawal from the contract.
The retention of title is conditional in that ownership of the goods subject to retention of title is transferred to the buyer automatically and that the assigned receivables are due to the buyer upon payment in full of the buyer’s outstanding amounts.
The seller is required to release the security to which the seller is entitled, at the seller’s discretion, insofar as it exceeds the value of all secured receivables by 25%.
Claims of the buyer based on material defects expire after one year. In case of the malicious concealment of defects or if characteristics are guaranteed, subsequent claims remain unaffected.
Rectification of Defects
Claims for the rectification of defects must be asserted against us promptly by the buyer. We reserve the right to rectify the defects or provide a replacement. Replaced items become our property.
Place of Fulfilment
The place of fulfilment for deliveries and payments is Versmold.
The parties agreed to the following jurisdictions for all disputes: amounts in dispute up to 5000.- Halle/Westphalia, above 5000.- the Bielefeld District Court. The parties agree to the application of the laws of the Federal Republic of Germany, with the exception of the law on contracts for the international sale of goods.
The application of the law on contracts for the international sale of goods is excluded.
Should one or more provisions of this contract be or become legally ineffective, the validity of the remaining provisions shall remain unaffected. The parties to the contract are obligated to replace the ineffective provision with a new, effective provision in keeping with the purpose of the original provision and to commence negotiations in this regard promptly.
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