Общие условия заключения сделок

Категория: О компании

General Terms of Business

I. General


The Terms apply solely to business with customers to whom the Act governing the law for General Terms of Business does not apply. Solely our General Terms of Business will apply. Other terms only apply if they have been acknowledged in writing. Our quotations are not binding. Any contractual amendments, subsidiary agreements and warranting of particular qualities must be recorded in writing in order to be effective.

Minimum order value is Euro 100.00 net. Any orders with a lower value will be charged at this price. On receipt of the acknowledgement of an order, the customer must check without delay that its content is completely correct and corresponds to his order; any differences must be protested immediately. The right to make technical amendments and improvements is reserved, provided that they do not constitute a substantial alteration of the subject of the order.



II. Prices and Terms of Payment


Our prices are quoted in Euro ex works and do not include value-added tax at the currently applicable rate. Partial consignments for multiple delivery contracts will be invoiced at the prices applying on the date of supply as per our price lists. The customer will pay the costs of packaging, freight, customs duty, etc. Our invoices are payable within 10 days of the invoice date with a 3% cash discount or within 30 days without any deductions. Repair bills are payable immediately without any deductions. Discount charges and costs for payments by cheque and bill of exchange are payable by the customer. No liability is accepted for punctual presentation and furnishment of a protest. Contrary to the above rulings, we also have the right, at our discretion, to require payment of one-third of the agreed amount on conclusion of the contract, one-third when the goods are ready for dispatch and one-third on supply or, alternatively, prepayment of the whole amount or provision of security. If payment has not been made by the agreed date, interest at a rate of 8% above the then current official discount rate of the German Bundesbank will be payable, without prejudice to further damages claims. For foreign orders, we have no obligation to take any action until an irrevocable letter of credit without charges has been submitted to the bank we name. This letter of credit is to be submitted with the proviso that payment will be made on supply of goods or presentation of shipping documents.

No offsetting against counterclaims is permissible, unless such claims are not contested or have been established by due legal process. A right of retention relating to a payment claim is ruled out. Representatives and commercial travellers are only entitled to take payment if they have written authority to collect.



III. Supply


Supply is effected ex production works. The price and material risk for the supplied goods are transferred to the customer when said goods are handed over to the carrier. If the customer has not given any transportation instructions, shipment will be at our discretion. If dispatch is delayed for reasons for which we are not responsible, the risk is transferred to the customer on notification of readiness for dispatch. The customer will pay the storage costs. If goods are supplied to a third party on the customer's instructions, any additional costs incurred must be reimbursed. Supply periods and dates are not binding. In the event of operational stoppages due to belated supply of operational and transportation aids which we had ordered punctually, or due to fire damage, traffic delays, a shortage of raw materials, state intervention in our operations or to any consequences of force majeure, notably strikes, lock-outs, unrest and similar events, we are released from our supply obligation for as long as such disturbances last and subsequently for a reasonable period for resumption of operations; such events do not constitute grounds for claiming damages. If the agreed supply date is exceeded by more than two months, both parties are entitled to rescind the contract.

If the customer delays receipt of the goods, we can, at our own discretion, either withdraw from the contract or claim damages for non-fulfillment at a flat rate of 15% of the contractual amount plus VAT.

Damages claims of any kind are ruled out unless the damage is caused with intention ot with culpable negligence. Liability by law as well as liability for claims caused in breach of cardinal obligations remain untouched.

If the customer delays receipt of the goods, we can, at our own discretion, either withdraw from the contract or claim damages for non-fulfillment at a flat rate of 15% of the contractual amount plus VAT.

The right of assertion of actual loss sustained is reserved. If the proof of loss is extremely low or if there is definitely no claim none or only the actual loss sustained has to be replaced.



IV. Reservation of Ownership


The supplied goods remain our property until all our bills have been settled in full. The customer handles and processes said goods for us but we incur no obligations as a result. If said goods are processed together with other items not belonging to us, we hold joint ownership rights to the new item, such rights being in proportion to the value of the original goods in relation to the total value of the processed item. The customer has the right to resell the goods in the course of normal business operations only on condition that all invoices for the delivered goods are paid before. Said customer is under obligation to pass on our reservation of ownership to his customer, namely in the form of extended reservation of ownership. The customer hereby assigns to us the receivables which are owed to him by third parties, resulting either from resale or processing of the goods under reservation of ownership, and we accept said assignment. The customer is entitled to collect these receivables subject to revocation. Monies collected must be kept separately from other assets. If the customer's right of collection is revoked, said customer must notify the debtors of assignment and provide us with the necessary data for collection of the debts ourselves.

Items subject to reservation of ownership must be handled with the same care as the customer's own property. Repairs are to be performed by us or a workshop we name. Items subject to reservation of ownership are to be insured by the customer at his own expense with the proviso that we hold the rights bestowed by such insurance as security for our claims. On request, the customer must provide evidence that such an insurance policy has been taken out. If said customer does not meet this obligation, we have the right to take out insurance at his expense. We are irrevocably empowered to repossess items subject to reservation of ownership at any time, and this does not simultaneously effect rescission of the contract. To repossess these items, we, or parties authorized by us, are allowed to enter the customer's premises. The customer will pay the costs of storage of repossessed items subject to reservation of ownership. We are only liable for intent and gross negligence. We have the right to sell them on the open market. The customer has the right to any excess revenue.



V. Warranty, Liability



We give warranty for accurate production of the parts we supply as per the agreed technical supply terms. The criterion for the contractual status of goods is their condition at the time of transfer of passing of the risk.



The period of warranty is 12 months from date of passing of the risk. The customer must submit a written complaint about defects without delay on receipt of the goods at their destination and a written complaint about hidden defects without delay on discovery of the same but not later than 6 months after passage of risk. After lapse of this time any warranty claims are ruled out.



When an acceptance process has been agreed, no complaints can be made about defects which could have been discovered during the agreed process of acceptance.



We must be granted the time and the opportunity to inspect the defects about which complaint is being made. On request, goods about which complaint is being made must be returned to us immediately if circumstances of claim minimization are reasonable for the customer.



If a complaint about a defect is received in due time and found to be justified, we will, at our discretion, either rectify the goods or provide a perfect replacement. We will not reimburse costs of removal and installation, transportation costs, travelling costs, costs for the processing of defective goods by the customer or consequential costs.



If we fail to meet our warranty obligations, or fail to meet them as agreed in the contract, the customer has the right to rescind the contract or claim reduction of the purchase price of the defective item, after a reasonable extension period has been allowed.



Any further claims by the customer are ruled out, particularly claims for compensation for damage not incurred to the supplied item itself, provided that we cannot be proved to have acted with intent or gross negligence.



Warranty claims expire 3 months after we have rejected a complaint in writing, not before expiry of the period for complaint as per No. 2.



We do not accept any liability for damage due to natural wear and tear, faulty assembly or taking into operation and improper treatment by the customer or third party or to other causes which we cannot influence.



VI. Repairs


Repairs will only be performed in our works. During repair work, we are also entitled to perform any other work which proves necessary or advisable. If there is an unusual amount of additional work, we will obtain the customer's consent before delivery.



VII. Consigned Goods and Leased Equipment


1. Consigned goods

Consigned goods are to be treated with the same care as if they were the customer's own and are to be insured as per the provision on the obligation to insure items subject to reservation of ownership. We are to be notified of sale immediately, with inclusion of a copy of the order or invoice. We are entitled to repossess consigned goods at any time.


2. Leased goods

Leased goods are to be treated with the same care as if they were the customer's own and are to be insured as per the provision on the obligation to insure items subject to reservation of ownership. We are entitled to repossess consigned goods at any time.



VIII. Information, Consultation


Information and consultations of all kinds are not binding.



IX. Place of Jurisdiction, Place of Performance


The place of jurisdiction and performance for all claims resulting from the business relationship is Augsburg. If we commission a collecting agency to collect debts, the place of performance and jurisdiction is the seat of the collecting agency. All contract conflicts shall be settled in arbitration court.

Solely German law applies.



X. Severability clause


Should one of this business conditions be or become effectless the further business conditions would not be touched. Effectless conditions will be replaced by those effective conditions which are most closely to the strived commercial purpose of the effectless conditions.



State: 20.10.2004