The following terms and conditions apply to all contracts, deliveries and other services. Differing rules of the contractor, we hereby expressly oppose. All ancillary agreements require written confirmation from us. We are entitled to amend or supplement these General Terms and Conditions, including any attachments, with a reasonable period of notice. Before incoming orders are processed according to the still valid old general terms and conditions.
2. Orders, Prices, Delivery
a) Our offers shall not be binding with reference to quantities, price and delivery time.
b) Any order issued by the buyer shall not be binding on us until it has been agreed upon and confirmed by us in writing.
c) Our prices do not include any VAT as it will be statutory at the date of delivery. They are binding on us for the period of the contract agreed upon. If, however, there is any change of any legal provision between the date of contractual agreement and the date of delivery and if this change of law is having any influence on the contractual obligation such as additional duties or any other charges, then the seller shall have the right to increase the purchase price accordingly.
d) The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to in-crease the price of the goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctua-tion, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
e) The seller agrees to adhere to any specifications and shall not change any parts without any written approval of the buyer.
3. Duty to Inspection and Objection
Upon delivery the Buyer shall immediately check quantities, weight and packaging and record any objections thereto.
a) The Seller warrants that all items delivered under this Agreement will be free from defects in material and workmanship, conform to applicable specifications, and, to the extent that detailed design have not been furnished by the buyer, will be free from design defects and suitable for the purposes intended by the buyer9. The buyer approval of designs furnished by the seller shall relieve the seller of his obligations under any provisions of this Agreement including the warranty
The seller’s warranties hereunder shall extend to any defect or non-conformity arising or mani-festing itself within 10days after delivery. With respect to items not in accordance with any such warranties, the buyer, without waiving any rights or remedies provided by law and / or elsewhere under this Agreement, may require the seller
– to correct or replace such items at the seller’s risk and expense, or
– to refund such portion of the price as is equitable under the circumstances.
b) The seller grants no warranties relating to defects in the design workmanship or materials of the goods, and all other conditions, warranties, stipulations or other statements whatsoever, whether express or implied, relating to such defects in the goods, are hereby excluded. In Particu-lar the seller grants no warranty regarding the fitness for purpose, performance, use, quality or merchantability of the goods.
c) Products delivered by the seller are subject to inspection and test by the buyer and, in the event that during a period of 10 days from the date of delivery at the buyer’s premises any prod-uct is found to be defective in material or workmanship, or not in conformance with the relevant specifications, the buyer shall have the right to reject the same.
The buyer shall notify the seller and return such product with an attached report to the seller. The seller shall then use its best efforts to repair or replace, at the seller’s option, and at the seller’s sole expense, such product within 60 days of receipt of such product, and to return the same at the seller’s expense, to the buyer.
If the seller is unable to repair or replace such product in accordance with the requirements of the relevant specifications, the seller shall, upon the buyer’s request, accept the return of such prod-uct, and refund in full any amounts paid by the buyer for therefore. Instead of a rescission of the agreement the buyer shall have the right to claim a reduction in the purchase price.
d) The buyer shall not be deprived of any right he may have to claim damages by exercising his right to other remedies.
5.Retention of title
1. The ownership of the goods shall remain with the seller until payment in full for all the goods has been received by the seller.
2. We shall retain full title of the goods that have been delivered until the Buyer has discharged all claims arising from the business relationship.
3. Title in the goods shall not pass to the buyer but shall remain with the seller until the contract price has been paid to the seller in full by the buyer. Until such time as title in the goods has passed to the buyer:
– the seller shall have the absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the goods in which title remains vested in the seller;
– for the purpose specified above, the seller or any of its agents or authorised representatives shall be entitled at any time and without notice to enter upon any premises in which the goods or any part thereof is installed, stored or kept, or is reasonably believed so to be. The seller shall be entitled to seek court injunction to prevent the buyer from selling, transferring or otherwise disposing of the goods.
4. Notwithstanding the foregoing, risk in the goods shall pass on delivery of the same to the cus-tomer, and until such time as title in the goods has passed to the buyer, the buyer shall insure such goods to its replacement value and the buyer shall forthwith, upon request, provide the seller with a certificate or other evidence of such insurance.
5. The Buyer shall have the right to dispose of the goods delivered by us in the ordinary course of business.
6. If the goods being delivered under retention of title shall be inseparably assembled or mixed with other goods being under property of any third party, then we shall acquire title in the newly assembled or mixed goods.
The proportion of title shall follow from the proportion of the invoice value of the goods delivered by us.
7. In the event of any third party action against the goods delivered by us under retention of title the Buyer shall inform such party of our property and shall inform us about such action.
8. If the Buyer shall be in breach of contract, in particular in payment default, he shall, upon on demand, immediately return to us all goods delivered under retention of title.
6. Transfer of Risk
The goods shall be delivered at the risk of the seller. If the seller requests any transport insurance this will be provided at the expense of the buyer. Risk in the goods including all risks of loss or of damage to the goods shall pass to the buyer at such time as they have been delivered. Delivery in this context means that the seller must place the goods at the disposal if the buyer at a named place of delivery, not loaded on any collecting vehicle on the date or within a period agreed or, if no such time is agreed, at the usual time for delivery of such goods. If no specific point has been agreed within the named place, and if there are several points available, the seller may select the point at the place of delivery which best suits his purpose. If the contract of sale involves carriage of the goods at the buyer’s request and the Seller is not bound to hand them over at a particular place, the risk passes to the Buyer when the goods are handed over to the first carrier for trans-mission to the Buyer.
7. Terms of Delivery
The purchase price results from the invoice of the buyer.
The seller delivers the goods within 5 weeks of receiving the order and deposit.
The seller shall deliver the merchandise “Delivery Duty Paid” (Incoterm 2010). Any costs arising out of the delivery of the merchandise, i.e. costs for transport, insurance as well as any taxes and custom duties shall be at the seller’s expense. The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract. If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists:
– if the contract of sale involves carriage of the goods – in handling the goods over to the first carrier for transmission to the buyer;
– in other cases – in placing the goods at the buyer’s disposal at the place where the seller had his place of business at the time of the conclusion of the contract.
8. Terms of Payment
By ordering the goods, the buyer makes within 5 businnes days a prepayment or a deposit of 50 percent of the purchase price. Another 50 percent are due within 5 business days of notification of the seller about the shipping skill.
The seller issues corresponding invoices and transmits them electronically (e-mail).
9. Choice of Law
This Agreement shall be governed by and construed in accordance with German law. German law shall apply. The UN Convention on the International Sale of Goods (CISG) shall not apply.
10. Place of Jurisdiction
Place of jurisdiction shall be Leipzig