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§ 1 Applicable
law, validity of the conditions of sale, offers, conclusion of a
contract.
1. All
commercial transactions with national and international customers shall
be governed by the German Law and the following conditions of sale
regarding the seller's deliveries, services and offers.
2.
These conditions of sale are also valid for
al future transactions, even if they’re
not
again stipulated specifically.
3. The so-called uniform
Law about the international purchase of movable goods as well
as the so-called Law about the conclusion of
international contracts of sale will not be applied.
4.
The customer accepts the conditions of sale by placing an order or at
the latest by accepting the delivery or the
services. A confirmation from the customer in which he points on his own
conditions of sale are therefore not necessary and will not be accepted.
If there are little differences concerning the conditions of sale that
have been communicated telegraphically, by phone or Telex, they have to
be confirmed in writing by the seller, if not they are not valid.
5.
The seller's offers are subject to confirmation and
given without obligation. Even negotiations
are subject to confirmation and made without obligation. Orders are
accepted by the seller if he sends a confirmation in writing or by Telex
or if he gives the order to deliver the goods to the customer.
Alterations, supplements, or additions that
have been communicated orally, telegraphically or by phone are only valid if they are confirmed in writing or by Telex by the
seller.
If the customer doesn’t agree with the content of a seller's
confirmation, the costumer has to inform the seller immediately,
otherwise the content of the confirmation is considered accepted, and
are valid as the basis of the contract.
§
2 prices
1.
If there are no other agreements, our prices are
quoted net, ex works, without VAT and are indicated in € or
$.
Minimum quantities are not required, neither if it is
the first order. Misprints, errors and omissions shall be subject to
correction without any liability on the part of the company. Prices are
subject to change without notice. We don’t
allow discounts on hardware and accessories.
§ 3
right of withdrawal, refusal of acceptance of the goods
If
after the conclusion of the contract, the seller comes to know that the
customer’s
credit status is no longer guarantied, for example if a cheque has not
been paid in,
payments have not been settled or if measures for a distraint can be
excepted, the seller
has the right to withdraw from the contract, if after an invitation the
customer is not
able within 3 days to give a guarantee or to pay in advance the amount
stated in the contract.
The
seller has also the right to withdrawal from the contract if before the
conclusion of
the contract the customer makes clear that he has no intention to accept
the goods.
Regardless the rights mentioned above, the customer can also claim from
the seller a compensation for the faulty goods. The seller can chose in
which way he is willing to
pay the compensation. He can request a concrete valuation of the damage
or he can
chose the payment of a lump sum of 25% in reference to the net sum of
the order if it
concerns the goods available in the warehouse. If it concerns goods that
have to be
made to the customer’s specification the lump sum amounts to 50% of the
net sum of
the order. The amount can be reduced if the customer can prove a lesser
damage.
§
4
payment
1.
If there are no other agreements, we deliver against prepayment.
2.
In spite of different regulations from the customer, the seller has the
right to charge the amount of the payment to earlier debts. The customer
will be informed in which the amount has been charged. If costs and
interests already exist, the seller has the right to charge the amount
first to the costs, then to the interests and finally to the major
services.
3. A
payment is settled when the seller has the amount at his disposal.
Employees are only authorized to accept payments if they have an
appropriate authorization and only if the seller turns over a made out
receipt.
4.
If the customer is in delay of payment, the seller has the right to hold
back the goods that have not yet been delivered concerning the current
and also earlier orders until the customer will have paid all open
accounts. The seller has also the right to deliver the goods in future
only against a payment in advance or against COD. Further he is
authorized from that moment on to charge the interests in the amount of
the percentage rate regarding the interests that have been stated by the
commercial banks and that concern the open credits plus VAT.
5.
Even if the customer can make a claim, he has only the right to charge
an amount, to hold back the payment or to reduce the amount of the order
if his claim is legal and disputeless.
6.
If the goods are made to the costumer’s specification, the customer has
to pay in advance 50% of the amount of the invoice when placing the
order.
§
5
Delivery,
transfer of the risk
1.
The terms of delivery are obligatory when they have
been stipulated in writing. If there are no
other agreements, all terms of delivery are stipulated without
obligation. The delivery can be interrupted if an advance payment has
not been settled punctually or in case of missing documents, releases or
official licences from a third party that the customer has to provide
regularly and in due time.
2.
Delays in delivery or services due to force majeure
or because of circumstances, like breakdown of the machinery,
difficulties regarding the power supplies, strikes,
lockouts, official orders or interventions, that make
it more difficult or even impossible for the seller to deliver the
goods, the seller has not to keep the delivery terms, even if they are
obligatory. The seller has the right to delay the delivery as long as
the interference lasts plus an additional term for preparation. He can
also withdraw from the whole contract or even partially if a part of the
contract has not yet been executed. If the above mentioned
circumstances make it impossible for the seller to deliver the goods, he
is free from all obligations concerning the delivery.
3.
The risk of the delivery will pass to the customer as
soon as the consignment is delivered to a carrier or when the goods
leave the warehouse for delivery. If it is impossible for the seller to
deliver the goods from no fault of his own, the risk will pass to the
customer when the goods are ready for delivery.
§
6
retention of
the property
1.
The delivered goods remain the property of the seller until the amounts
of the actual and future accounts which came from business relationships
between the seller and the customer are paid, until the balance in
favour of the customer regarding the actual invoice is paid and until a
bill or cheque was honoured at maturity. If the customer is in delay of
payment the seller takes over again the property of the goods.
2.
The customer has the right to work with the goods subject to reservation
and also to sell these goods if he is not in delay of payment. Pledging
of goods or transfer of guarantee are illegitimate. For safety reasons
the customer has to assign to the seller all the claims that resulted
from the resale or from another legal reason (insurance, illegal actions) regarding the goods subject to
reservation. The seller
authorises the buyer revocably to collect the claims that he assigned to
seller for the account of the seller and on his own behalf. On the
seller’s request the buyer has to reveal the assignment. He also has to
give all needed information and to hand out all necessary documents.
3.
If the goods, that are still the property owned by others, are worked
up, the seller acquires a joint tenancy of the new products. The joint
tenancy is calculated as follows: the invoice amount regarding the
delivered goods in proportion to the invoice amount concerning the other
goods.
4.
If a third party can access the goods subject to reservation, the buyer
will be adverted that the goods are still the property of the seller.
The buyer has to inform the seller immediately. Charges and damages are
for the buyer’s account.
5.
If the buyer violates the contract, for example if he is in delay of
payment, the seller has the right to take back the goods subject to
reservation on the buyer’s behalf or if necessary to request the cession
of third party claims regarding the delivery. In case the law of the
instalment system is not involved the seller does not withdrawal from
the contract if he takes back or pledges the goods subject to
reservation.
6.
On request of the buyer, it is obligatory for the seller in accordance
with the above mentioned conditions to authorise the guarantee of his
own choice, but only if the value of the guarantee surmounts the
accounts over 20%.
§
7
warranty
1.
The claims have to be made in writing within 7 days from the receipt of
the goods. Additional claims will not be accepted.
2.
Further responsibility: a further responsibility for software-programs
is excluded and it regards particularly the damages that come from the
use of these programs. Claims that result from the impossibility of the
services will not be accepted. The seller does not assume the liability
for the content of the software programs.
3.
The seller can chose in which way he wants to make the amend. He can
substitute or repair the defective goods. Only in case of a failed
reparation of substituted goods that are again defective, the buyer has
the right to request a reduction or compensation or he can withdrawal
from the contract. The replacement of software products will not be
accepted. It is only possible to replace defective goods.
4.
The returns have to be franked. Not franked returns will not be
accepted.
5.
The warranty is only entitled to the buyer and can not be transferred.
§
8
limitation of
the liability
1.
Claims that come from the impossibility of the service, from defaults in
performance of contract, from errors made at the conclusion of the
contract or from illegal actions will not be accepted by the seller or
by any person involved in the whole process if there are no deliberate
or grossly negligent actions concerned.
§
9 place of execution
1.
The place of execution is 86807 Buchloe.
§
10
court of
jurisdiction
1.
The court of jurisdiction is the court of Buchloe which is responsible
for all disputes, if the buyer is a trader as it is indicated in the
commercial register or if he is a legal person (corporate body)
according to the public law.
§
11
partial-nullity
If a part of the contract or a part of a condition is
null, the validity of the contract and the conditions or the validity of
all other agreements and stipulations are not concerned. Instead of the
void agreement, it’s necessary to stipulate another agreement always
considering the regulations of the commercial balance.
Buchloe, 2010/11/29
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