General Terms and Conditions
General Terms and Conditions (Revision: Nov 2012)
These „General Terms and Conditions“ are a translation. Only the German version of this document is legally valid.
The following General Terms and Conditions are valid for every business connection with all our customers. The buyer acknowledges the contract in question in due form as obliging for all future business. Every agreement which differs from these conditions needs an explicit letter of acknowledgement from our side.
- Offers are without engagement. Offers are free, except we make an agreement of repayment.
- Records like pictures, drawings, and weight or measure information belonging to the offer are roughly authoritative, as long as they are not explicitly declared valid. All rights on estimate, drawings, plans and other records are reserved. These records shouldn´t be accessible to third persons without permission.
III. Scope of delivery
- Exclusive our written confirmation of order is authoritative for the delivery volume except there was made a firm offer.
- Approximated gross weights and box sizes are given to the best of our judgement but without obligation.
- For all electronic supplies (motors, regulators, electric controls, switching equipment) the conditions of delivery of the „Central Association of Electronic Industry“ and the rules of performance of the „German Association of Electricians“ are valid.
IV. Price and payment
- Prices are ex works including loading at works but excluding packing. Value added tax depending on actual state-law has to be added to the price. Our terms of payment are net cash without discount except there is a special agreement.
- Terms of payment for constructions with value more than 10.000 EUR or with period of delivery more than 3 month are as follows:
1/3 after confirmation of order
1/3 at the end of half the period of delivery, in case of approximate period of delivery
1/3 payment is due at the approximate half of the period of delivery
1/3 payment is due with the announcement of readiness of delivery
- The buyer is allowed to counterclaim against claims or to exercise his right of retention, if the maintained counterclaim is not denied or established by a non-appealable title.
- Repair costs are due after the repair is completed and terms of Payment is cash net.
- In case of overdue payment we are entitled to put in charge claim for compensation and interest of late payment 3 % higher than the bank discount of German Bundesbank.
- Incoming payment will be reckoned up according to § 367 BGB.
- We are not obliged to accept bills or cheques. The acceptance of bills or cheques is just because of payment. The acceptance of a bill does no mean granting a respite in payment. Costs of discounting and honouring will be paid by the buyer.
V. Delivery time
- Period of delivery starts with sending the confirmation of order, but not until we got all papers, permissions and clearance and received down payment according agreement.
- Delivery dates are honoured in case the buyer gets a note of readiness of delivery before the deadline ends or the item leaves works before the deadline ends.
- In case of Act of God (industrial dispute, interruption of work, which is not our fault, becoming sustained goods or other difficulties, which are unforeseeable) period of delivery will be prolonged adequate; the same is effective in case one of our suppliers has to cope with those
difficulties. We even don´t have to answer for the forgoing facts, if they arise from a default which is already existent. In important cases we will inform the buyer about beginning and ending of those difficulties in adequate form.
- If there is a delay according to the buyer´s wish we will charge cost of storage from the day he has received the announcement of readiness of delivery, at least 5 % of the total amount. After an adequate time we are entitled to dispose of the item and to supply the buyer after prolonged period.
- Meeting the deadline of delivery requires fulfilling the contract debt from buyer’s side.
VI. Transfer of risk, delivery and acceptance
- At the latest after dispatching the item the risk of ownership passes, even in case there is partial delivery or there is an agreement about some performances like dispatching, driving or assembly.
- Delivery will be on invoice, the buyer takes the risk. Only the buyer is responsible for insurance. We are obliged to buy insurance on buyer´s expenses if that´s his wish. We decide about delivery way and delivery supplies, as well as about the forwarding agent and the carrier, as far as there is no other written agreement. If there is an agreement about
packing we charge additional expenses according to the rules of our branch.
- In case transportation will be impossible on the way and to the termination which was scheduled, we are allowed to use another way for delivery. Additional expenses have to be covered by the buyer. The buyer has the opportunity to express his opinion.
- If there is a delay in delivery because of circumstances which are the buyer´s fault, the risk of ownership passes from the day the item is ready for delivery.
- The buyer has to accept the delivered items even if there are small unessential reclamations.
- Partial delivery is allowed.
VII. Installation and assembly
- The buyer has to meet his costs. The buyer has to provide: crane man, skilled workers in adequate number with the tools they need, all earthworks, ballast work, building (construction), stem work, platform-works and all other extra work which doesn´t belong to our business including all building material, all supplies which are necessary for assembling and putting into service, like putlogs, keys, base plates, cement, cleaning material, tightening material, lubricating grease, combustibles etc., furthermore platforms, lifting appliance and other fixtures. Energy and water including all necessary supplies with connection to utilization, heat and light, during assembly reasonable large, appropriate, dry rooms which are fitted with lock and key for storage of machine parts, appliance (equipment) materials and tools etc. and working- and „living“-rooms with sanitary equipment according to the circumstances for the workers; furthermore the buyer has to take suitable action at the building site to protect our property and our workers, the same action he would take, if it were his property; protection clothes and safety device as far as they are unusual in our branch because of special circumstances.
- At the beginning of assembly the buyer has to provide information about hidden water pipes, circuit lines, gas mains or similar appliances as well as all required statistical information.
- At the beginning of installation and assembly all delivered items which are necessary for starting work have to be on the spot. All brickwork and all other preliminary work should be advanced that far, that the assembly men can start with installation just after they have arrived and working is possible without interruption. Especially the roads and the place of installation should be levelled on corridor height and be cleared. The foundation should be settled and dry.
- In case of delay of installation, assembly or putting into operation because of conditions at the building site we are not responsible for, all costs for waiting time and additional traveling of the assembly men are on buyer’s expense.
- Immediately after the assembly men arrived at works the buyer has to be introducing a person, which is entitled to give orders and to make the final inspection.
- The buyer has to certify the assembly men´s working hours at the best of his knowledge.
- At the demand of the assembly men a person, which is authorized by the buyer has to carry out the final inspection and to certify it after assembling is finished.
If there is no final inspection or acceptance is refused because of reasons which are not in our responsibility, we consider the unit as accepted from the moment it is put to use.
- We are only responsible for orderly handling and installation of the delivered items. We are not responsible for the work of our assembly men or other debtor´s agents as far as this work is not in relation to the delivery and assembly or is induced by the buyer himself.
- The buyer compensates the assembly according to the payment agreement which he has accepted with the order.
- Preparation hours, traveling hours, hours of operation, time for reporting and waiting hours, which are not in our responsibility, are considered as working hours and therefore have to be compensated.
- Furthermore following costs have to be compensated separately: costs of traveling, costs of transporting tools and other supplies as well as for transporting the assembly men´s luggage, costs for lodging, release payment for the assembly men for working hours as well as for off days and holidays.
VIII. Reservation of title
- We reserve title on all delivered items until all debts including former and possible future debts are paid; it doesn´t matter what kind of legal ground they are based on.
- The buyer is not allowed neither to give the item in pledge nor to use it for protective conveyance. In case of distrait as well as seizure or other cases of disposal through third persons the buyer has to inform us immediately.
- The buyer transfers all claims; he gets out of selling items which are delivered under reservation of title, to us.
He is entitled to confiscate those claims only as long as he meets his payment obligations in time. The assertion of proprietary rights and distrait of the delivered items shouldn´t be considered as withdrawal from contract, unless the „Abzahlungsgesetz“ applies. In case the buyer does not fulfil his obligation we are entitled to inform the customer of the
buyer about claim transfer and to confiscate the claim.
- In case the buyer behave contrary to the terms of agreement, especially in case of default, we are entitled to take back the delivered item as well as the buyer is obliged to return it.
The buyer has to inform us about claims of quality, amount or weight of the delivered items immediately after receiving those items. Claims of invoices should be made immediately after the invoice has come in.
X. Warranty and liability
We warrant that at the moment of passing of risk of ownership all
delivered items are from that kind of quality we agreed on in contract.
- We repair or replace (which is our decision only) all parts on our expense which cannot be used or there is serious impaired of using (especially in case of defective construction or installation). This is valid for a time period of 6 month since putting into use and in case above mentioned happened before transfer of risk. For defects of material we can be held responsible only in case we could have recognized these defects by exercising reasonable care. Replaced parts are our property.
- In case of delay of delivery, installation or putting into use caused by reasons which are not our responsibility, warranty expires after a period of 8 month after transfer of risk at the latest. For all essential parts which are from our suppliers, we transfer our warranty claims against our suppliers to the buyer. There is no warranty from our side.
- Warranty is extinguished in case the delivered item will be changed without our knowledge or there is improper handling or incorrect installation by the buyer or a third person; furthermore we don´t warrant
in case of wear or incorrect handling, unsuitable working materials, unsuitable foundation soil, improper building work, chemical, electronic or electrical influences as far as they are not our fault.
- The buyer has to grant the required time and possibility for all repairs and replacements which seem to be necessary to us. Furthermore additional workers should be at our disposal; otherwise our warranty is not valid anymore. Only in urgent cases of danger for security or to avoid excessive large damages the buyer is entitled to do the repair himself or to give order to a third person and to demand reimbursement of costs.
- From all expenses which are caused directly by repair or replacement, costs of the replacement part are on our expense provided that those reclamations are entitled
- Warranty for the replacement parts and for the repair lasts 3 month, but at
least until the original warranty for the delivered item expires. The period of responsibility of defects of the delivered item will be prolonged about the period of interruption of operation, which is caused by the repair.
- All other claims, especially compensation for damages which do not concern the delivered item, are excluded, as far as this is according to law.
XI. Withdrawal of the buyer
- The buyer is entitled to withdraw from contract in case, we are responsible for the expiring of an extension time fixed by us for delivery of the ordered item if there are supply difficulties or in case we are responsible for the expiring of an extension of time fixed by us for repairing defective items, if the defect is in our responsibility. The extension of time starts with acknowledgement of proof of the defect and our warranty.
- Furthermore the buyer is entitled to withdraw from contract in case delivery will definitively impossible before transfer of risk. This is valid also case we are unable to deliver. If the impossibility or inability occurs during a delay of acceptance from buyers side or because of the buyers fault, the buyer has to fulfil his part of contract.
- Excluded are full further claims from buyers side especially claims of conversion, notice of agreement or voidance as far as this is according to law.
XIII. Withdrawal of the seller
In case of unforeseeable events (see under period of delivery), as far as
those impair the economic importance or the content of the performance
in a significant way or influences the seller´s business in significant way
and it becomes apparent afterwards that the contract can´t be fulfilled,
contract will be changed in adequate form. As far as this is not justifiable
under economic aspects, we are entitled to withdraw totally or partly
from contract. There are no compensations claims from buyers side
because of such withdraw. In case we are going to make use of the right
to withdraw, we have to inform the buyer after recognizing the
consequences of the event. It doesn´t matter if there was an agreement
about prolongation of the delivery period.
XIII. Place the performance and legal venue
- For both parts place of performance is the principal place of business of the seller. For all lawsuits resulting directly or indirectly from contract, competent court is the place of business of the seller or the capital of the state where the business is positioned (it is our choice). Also this is valid for lawsuits concerning bills or cheques.
- Competent court for hortatory proceedings is Rheinberg only.
- Conditions from buyer’s side, which are in contradiction to our terms of delivery, are not binding for us. It does not matter if the order was based on these condition and we did not contradict expressively to these conditions in written form. Agreements which vary from our conditions of selling, delivery and payment are valid only for the business they are confirmed for in a written form from our side. All law connections between the buyer and us are under law which is in force at our business place.
XIV. Inoperativeness of parts
In case one of the above conditions is inoperative, we are entitled to replace it through another rule which is efficient and does correspond with the economic success of the inoperative condition.
Telefax: +49 2838 37-39