|
General Sales, Delivery and Payment Conditions
1. General, Area of Validity
1.1 We supply solely in accordance with the following conditions. Customers’ conditions are valid only if in accordance with our conditions, or if we have expressly agreed to their validity in writing. Our sales conditions also apply when we carry out the delivery without reservation even though we have knowledge of the customer’s conditions being contrary to our sales conditions.
1.2 These conditions only apply for business companies.
1.3 These conditions also apply for future contracts, even when not being submitted again separately.
2. Quotation
If not specifically agreed to otherwise, or if the delivery has already taken place, our quotations are subject to change without prior notice.
3. Prices
Our prices are ex works plus valid VAT (sales tax). Cost for packaging and insurance are not included in the price.
4. Delivery / Passing of Risk
4.1 If the contract calls for cost-free transport this only applies for the normally accepted means of delivery and transport. Additional or special costs, such as for fast delivery or forwarding costs, are borne by the buyer. In cases of truck delivery free destination or free building site, the costs for offloading are borne by the buyer.
4.2 As soon as the goods have left our plant all risks are borne by the buyer. The dispatch of goods is not insured. Upon written order from the customer, the goods may be insured at his costs.
5. Force Majeure
All cases of force majeure that influence our prices and operation conditions considerably, give us the right to withdraw from the contract without the buyer having a claim for damages. Temporary operation disruptions that are not within our responsibility, release us from adhering to the delivery time for the period of the disruption caused by this circumstance.
6. Part Performance
We reserve the right of partial delivery; in so far as the extent of the partial delivery is not unreasonable to the buyer. The possible rights of the buyer will not be affected. Reasonable deviations from ordered quantities up to plus/minus 10% from the ordered quantity are permissable.
7. Payments
7.1 Our invoices are payable within 10 days of invoice date, minus 2% discount, or within 30 days without deduction. Discounts cannot be deducted if previous invoices have not been paid. Payment is considered to be fulfilled when the invoiced sum has been credited to our bank account.
7.2 We are not obliged to accept cheques or bills of exchange. Acceptance is done under the proviso of fulfilment and in accordance with our banks’ discount possibilities as well as against reimbursement of all charges.
7.3 In the case of late payment we may claim a minimum damage handling fee of
€ 10,00, unless the buyer proves that we have suffered no or only negligible damage. We reserve the right to claim higher damages.
8. Reservation of Title
8.1 The goods remain our property until complete settlement of all outstanding claims against the buyer.
8.2 If the goods are inseparably mixed with items not belonging to us, we thereby gain the co-ownership of the new items in proportion of the value of the goods to the other mixed item at the time of mixing. If the mixing is carried out such that the buyer’s item represents the main portion, it is agreed that the buyer transfers proportional co-ownership to us. The buyer safekeeps the thus created sole, or co-ownership for us. This arrangement applies likewise for cases of combinations.
8.3 The buyer is entitled to sell the goods under reservation of title within accepted business practices; this right expires when the buyer is in delay of payments or if he has arranged unassignability with his customers.
8.4 In case the buyer sells the goods or mixes, combines or processes them with other items he herewith already assigns to us all thereby created claims against his customer at the full value, also if such claims contain payments for labour; with all auxiliary rights, particularly securities, limited however to maximum 120% of our outstanding claims. The buyer is obliged to disclose the assignment upon request and to submit the required information and papers. The pre-assignment also applies to the debit balance from a current account arrangement if the buyer has agreed to such current account arrangements with his contractual partners.
8.5 The buyer is revocably entitled to recover the claim assigned to us, provided that he is not in delay with his payments to us.
8.6 Upon the buyer’s request we commit ourselves to release the securities entitled to us insofar as the value of the securities exceed the claims to be secured by 10%. We
reserve the right to choose the securities to be released.
9. Warranty
9.1 Warranty claims of the buyer, who is a businessman, are under the proviso that he has fulfilled the duties of examination and complaint to which he is obliged under § 377 HGB (German Trade Laws). The notice of defects must be filed with us in writing, by stating the relevant product, the type of defect, the damage filing number, the day of delivery and the object in which the product was planned to be incorporated.
9.2 We do not accept any warranty for damages caused by the buyer due to improper use or instruction contradicting use or processing, application of unsuitable additives or mixtures, combinations or other connections with products of other manufacturers which we have not expressly declared as being safe.
9.3 If, in accordance with the above conditions, we are obliged to warranty, we are entitled to choose the type of compliance, either replacement delivery or correction of defect. If the defect correction fails, the buyer may choose to either withdraw from the contract or reduce the payment claim.
9.4 We carry liability in accordance with legal regulations, if the customer claims redress for damages due to intent or gross negligence, including intent or gross negligence of our agents or our executive employees. Insofar as our intentional breach of contract cannot be proven, our liability for compensation of damages is restricted to the foreseeable, typically arising damage.
We are liable in accordance with legal regulations if we are culpable of breach of a substantial contractual obligation; in this case however, the compensation of damages is restricted to the foreseeable, typically arising damage.
Liability in cases of culpable damage to life, body or health remains unaffected; this also applies for the mandatory liability under the Law of Product Liability.
Liability is excluded if not expressly stated otherwise above.
9.5 The period of limitation for indemnity claims is 12 months, starting on the date of taking over the risk.
10. Tolerances
The dimensional tolerances of Permaflex® magnets are given in our quotations upon request. If not otherwise agreed to,
- width deviations of +/- 0,5mm for extruded Permaflex® strips
- width deviations of +/- 5 mm for magnetic foils
- foil and strip thickness deviations with +/- 0,1 mm are considered accepted.
Tolerances in the case of cut items from magnetic foil: +/- 1mm, hard ferrite tolerances, if not stated otherwise are to DIN 17410.
11. Return of Goods
We will not accept returned goods without prior agreement. We are not obliged to accept returned goods, unless their return is covered by the above conditions.
12. Counterclaims/Right of Retention/Plea of Unfulfilled Contract
The buyer’s counterclaim and assertion of the right of retention are excluded, unless the claim to be set off is undisputed or legally ascertained.
13. Liability Limitation
Regardless of the legal type of claim made, a more extensive liability of redress for damages more extensive than the provisions of Item 9 is excluded. This applies in particular for indemnity claims for faults at completion of contract, for other breaches of obligation, or due to indictable claims for compensation for damages in accordance with § 823 BGB.
14. Conclusive Terms
14.1 All terms of these conditions are separable and may be rated separate from the other terms, insofar as one or more terms are invalid or not enforceable. Should one of the above terms become invalid or has not become a contractual component, the effectiveness of the other terms shall not be affected thereby. In such a case the contractual parties now already declare, to enter into negotiations which have the objective to replace the ineffective term by a clause closest to that which the parties had intended with the present terms.
14.2 Place of performance is Neunkirchen-Seelscheid.
14.3 Competency of Court for all legal disputes (also suits for bills and cheques) arising from the contractual relationship and/or the creation and effectiveness of the contract is, if the buyer is a businessman, a corporate body of public law, or a public legal special funds, the place of our corporation in Neunkirchen-Seelscheid. However, we can also file a suit against the buyer at a general Competency of Court.
14.4 The legal relationship between buyer and us is subject solely of the Law of the Federal Republic of Germany.
Rheinmagnet 5/08
|
