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 | General Terms and Conditions
Purchasing specification | Sales specification |
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Purchasing specification
1. Order
Our General Terms and Conditions are based on the Terms and Conditions of Purchase which shall apply exclusively. This is also valid if in the course of the business connection with the supplier orders are placed without using the present order form. In that case telephone orders can be placed subject to validity of theses Terms and Conditions of Payment.
2. Acceptance of Order
Insofar the order acceptance is confirmed in writing on behalf of the supplier,all conditions of the supplier beyond the present terms and conditions are not subject matter of the contract, in particular the restrictions of warranty performance obligation are not allowed.
3. Delivery
The delivery period stated in the Order is binding. Should the supplier exceed the delivery date
he will automatically be in default withouth a reminder being required. In either case the supplier is obliged to notify us immediately, as soon as it becomes evident that the stipulated delivery time cannot be
met. In the event of a default of delivery, we shall be entitled to the legal claims from the breach of a firm bargain. Should the customer claim for any contractual (e.g. penalty for non-fulfillment) or lawful damages due to the supplier exceeding the deadline, we will hold him liable for that.
4. Delivery Note
At the date of dispatch latest we should have the Delivery Note. All shipments have to contain the required deliverynotes and packing slips. The supplier is obliged to state precisely all order numbers or other labelings required in our order on all documents. Our packing and dispatch instructions are to be kept strictly by the supplier. In case of nonobservance of the aforementioned regulations the additional charges that may arise are for the account of the supplier.
5. Delay in Delivery
In case it becomes evident to the supplier that the delivery will be delayed, he is obligd to notify us without undueu delay in writing and agree upon the further course of action. The supplier is not entitled to claim for compensation of additional costs, such as a higher staff assignment or material usage, that may occurr in the course of his efforts to keep the delivery time. In the event of a default of delivery we shall be entitled to recision in parts or completely if the supplier is not able to fulfill
the contract to the full extent, or, if due to an act of God or other unforeseen obstacles (despite of a higher staff assignemnt or material usage) the contract can not be fulfilled according to the rules.
6. Insurance
The supplier is obliged to assume all necessary insurances until the goods are received and accepted by us.
7. Invoicing
All invoices are to be presented in duplicate immediately after delivery took place. We can only process invoices if they are issued for each order seperately, and indicate order number as well as date of order number. Basis for the payment deadline is date of receipt, not the invoice date.
8. Terms of payment
Our payments are made in the currency of our choice either within 14 days from date of invoide or with deduction of 2% discount on down payments, or within 30 days from invoice receipt. Without our written agreement the supplier is neither allowed to sign his claims against us to third parties nor to authorise third parties to collect them.
9. Warranty
Any and all warranties extended shall end 12 months after delivery, unless other Terms and Conditions have been previously agreed upon by the parties. In such cases said warranties may end after finished assembly and/or acceptance of the product.Should disputes arise in regard to warranties, said disputes may be resolved by German Boiler Code. Said warranties extended by or on behalf of suppliers shall include entirely any parts manufactured or deliveries made by subcontractors.
10. Processing orders
The processing, manufacturing or refining of parts provided by the buyer/us shall remain the exclusive property of the buyer. This Term applies even should the supplier perform work exclusively on our behalf. In such cases said supplier shall be neither entitled to claim the vendor`s lien, nor, any other right of retention due to possible claims against the buyer/us. The above terms are also binding should the supplier mix it`s consignment with parts provided by us in relation to our order or combines all goods.
11. Drawings
Should the supplier be required to produce any drawings, blueprints, models, etc., the ownership of any and all such documents or models shall hereby be transferred to the ownership of the buyer without any further agreement.
12. Advertising material
Unless and until the parties have expressly to the same, the supplier shall be prohibited to referring to the buyer or publishing any or all existing business relations with the buyer in advertising of any kind, shape, form or fashion.Nor, shall the supplier be entitled to utilize any parts, documents or models furnished by the buyer.
13. Execution
The supplier shall utilize accredited rules, regulations, techniques, and any and all of the most suitable materials in consideration of the Terms, Conditions and regulations contained within our order. The aforementioned characteristics, terms, conditions, and any of all rules contained within the buyer`s order shall be considered to be binding. No Term and Condition agreed upon by the parties shall be considered by any court of jurisdiction to be "incidental" to the contract. While the custom observed in trades shall be considered in the interpretation of said contract, in no instance, shall such customs be found superior to any or all terms and agreements agreed upon. The Customer shall only have the right to weld machine parts in order to remove lacks in mould or processing is subject to our agreement in written. Neither warranty deed nor liability of supplier, especially for manufacturing correct design is restricted by any permit granted by us. Technical modifications are subject to our written approval.
14. Preface
Any changes to terms, conditions, rules previously agreed upon shall be in written form. It is expressly noted that informal modification of the written contract shall be prohibited. Place of performance for all parties shall be the location of the buyer`s registered offices. Any or all disputes in regard to the Terms and Conditions shall be subject to a court of jurisdiction at the location of us. Should separate provisions of any of the aforementioned Terms and Conditions be found to be illegal or invalid, any and all other such terms agreed upon by the parties shall remain legal and binding. The invalid or illegal provision may be reconstructed upon agreement by the parties in such a way to ensure the legality, invalidity of the contract.
Terms of Sale
1. General - Scope
Our deliveries, services and offers shall be effected exclusively on the basis of the present Terms and Conditions. The aforementioned shall be valid fo all futuere business transactions with the customer without the need of further expressly agreement. The aformentioned Terms and Conditions shall be valid for all transactiosn between the parties without need of further express agreement. We shall not be subject to any contrary, contrasting or deviation on the part of the supplier in regard to said contract. Any other actions shall not be binding on the buyer.Should situations arise in which the customer may feel such contrary conditions exist, then the same may be subject to ancillary agreements which must be reduced to writing.
2. Offer and Conclusion of Contract
We reserve the right to change any Term and Condition in his offer and hereby agree that any specially designed offers or orders shall be valid and binding for 30 days from the date of said offers or orders. Any orders accepted and received by us shall be deemed to have been concluded upon receipt of the order confirmation. Any and all ancillary agreements, and/or modifications shall only be binding on us if confirmed the same in writing. Any and all informations of weight, dimension, drawings illustration, blueprints as well as any output data shall be without obligations so long as such materials and documents are not subsequently and expressly contradicted by us. Minor deviations from the construction form colour and equipment as well as the data indicated in the order may remain subject to change upon agreement to the same. Any and all previously
mentioned documents, drawings, blueprint, as well as any other materials furnished by us shall be utilized by the customer only within the scope agreed upon between the parties. Without express consent the customer shall not be entitled to copy, distribute or make such materials available to third parties.
3. Prices and Payment
Any and all prices named in any or all documentation, contracts, agreements or materials furnished by us, are expressly noted to be payable in EUROs. While said prices may be paid in other currencies said currency must be provided in amounts necessary to meet the stated price in EUROs. Statutory value added tax will be charged separately according to valid fiscal regulations. Any or all quoted prices are based upon receipt of said goods or consignments in Aschaffenburg. For the effectively delivered goods freight and packing cost will be charged separately. Our invoices shall be due for payment upon receipt of invoice without delay.In the event of a default of payment completely or in parts default interest at a rate of at least 8 % above the ECB base rate mature on exceedance of the agreed term of payment. Our entitlement to claim higher damages shall remain unaffected.
4. Time of Delivery and Performance
Periods and dates for the performance of an order shall be taken as binding for us (buyer) only if expressly agreed in written. The deadline for the execution of the order starts upon receipt of the mutual agreement of both parties. Times set for supplies can only be observed if all documents to be supplied by the customer, necessary permits and releases, especially concerning plans, are received in time and if agreed terms of payment and other obligations of the customer are fulfilled. Unless these conditions are fulfilled in time, times set shall be extended appropriately; this shall not apply where the Supplier is responsible for the delay. If non-observance of the times set is due to force majeure such as mobilization, war, rebellion or similar events, e. g. strike or lockout, such time shall be extended accordingly. If the delivery of the goods is delayed owing to circumstances which are attributable to the customer we shall be entitled to charge storage costs as well as any other damage caused by delay.
5. Deliveries
The risk shall pass to the customer. If not agreed differently we shall be entitled to determine means as well as rout of transport ourselves. The risk of accidental deterioration or breakup of the goods shall pass to the customer upon handover to the transporting agency. If the dispatch is delayed due to reasons which are not our fault,the risk shall pass to the customer upon notification of readiness for shipment. On request of the customer we take out an insurance at his own expense that covers theft and pilferage, transport- and water damages.
6. Retention of title
All retained goods shall remain our property until any and all claims brought by the customer in regard to the contract has been fulfilled. During said duration of the retention of title said customer may not pledge such goods as securities. The resale of such goods by resellers in the ordinary course of their business may occur only if said reseller receives payment from the customer. The supplier/purchaser shall inform us immediately of any ceisure, or act of intervention by third parties. Any and all instances whereby any parts, drawings, models, rules or regulations are commingled or blended with any product or item not belonging to us shall entitle us to enjoy co-ownership in said item or product. According to §§ 947,948 BGB in the case of resale of such items or products the reservation of title shall extend to the full amount of the purchase price
which shall be stated on the invoice. We shall be entitled to collect any depths for said products.Should the customer/supplier collect the depths for said products they remains of said collections shall be held for us on a trust basis.With said proceeds to be applied to any outstanding amounts due owing to our account. Should our claim be added to any current invoice, the proprietory rights shall continue so long as said account shows a credit balance.
7. Warranty
It shall be the obligation of the customer examine all goods or products for any visible non-conformity in relation to quantity and quality of said goods and should said inspection reveal defects with the aforementioned goods or products, said customer shall expressly notify us in order for us to correct such defects. These Terms and Conditions do not entitle the customer to change said items or products and should the supplier effect such changes, he shall be required to serve notice upon us and such notice shall include the opportunity for us to check, inspect and either approve or disapprove such changes. The customer's unwilling to comply with the above Terms and Conditions are hereby informed that such act or ommission shall relieve us of the duty of supplementary performance. The supplier/customer's right to claim damages as a result of defects in any item or goods shall be extinguished should such items/goods be subjected to conditions of improper treatment or storage. Modification or repairs of such goods/products made without our official written authorisation shall result in the extinguishment of any claim of damages for said supplier/customer. Any parts, drawings, models, blueprints replaced by us within the scope of supplementary performance shall then, once again, become the property of us. Should personnel employed by the customer perform defective work or services, in regard to said goods, items or products we shall be held harmless. We shall be liable for only those acts or ommissions should such instances occur as a result of a breach of duty of supervision on the behalf personnel or employees. Said customer/supplier shall have no claim or relief for further damages. The aforementioned shall be valid in regard to claims for consequential losses, i.e. loss of production, loss of use and/or imaginary profit. Said Terms and Conditions stated above shall not be construed to apply in cases of mandatory liability, i.e. under the German Product Liability Act, or in the case of intent, gross negligence, or breach of a condition which goes to the root of the contract. In regard to any item, product or goods assembled at any job site of the customer we shall not be liable the quality or suitability of any or all items or goods, products or materials provided by the customer. Should the aforementioned items cause concern, we shall expressly notify the customer about that immediately. After such notice should said customer fail to correct these causes of concern we may refuse to execute said contract. The risk of accidental breakdown as any consequences thereof shall then pass to the customer.
8. Proprietary rights
New designs, models, tools, production facilities, measuring and test equipment,materials, drawings, lay-out sketches, standard specifications sheets and other documents provided by the customer will remain property of said customer. However, should any of the above contain parts provided by us said documents, models etc. shall be treated as commingled property. We should hold said documents under strictest privacy and use it only within the intent of the contract. No sharing of the rights of use shall extend to parties unless it is confirmed in written by the customer. Should such third party claims interdict production and/or delivery of any items, goods, products that are produced according to the draweings, modesl, etc of the customer, that interdictions shall entitle us with exclusion of any further claims on behalf of the customer, to stop production and delivery and shall further entitle us to a claim for reimbursement of expenses. The customer shall be required to release us from any and all damage claims of third parties. Any and all samples, drawings, models, blueprints documents, etc. provided by the customer shall be returned to said customer if an only if such terms for return are expressly agreed upon between the parties. Should said drawings, models, etc. come into our possession along with an offer of contract and a contract does not result from said offer, such samples, drawings, models, etc. shall be destroyed by us after 90 days of the submission of said offer.
9. Place of performance, legal venue
Place of performance unless otherwise expressly agreed shall be Aschaffenburg, Germany. Provided that the customer is merchant/sales person Aschaffenburg shall be the venue for all legal disputes arising from this contract. The laws of the Federal Republic of Germany shall apply to any and all Terms and Conditions and disputes arising in connection to this contract.
10. Validity
Should any term and condition of said contract be found to be illegal or invalid and/or should voidness of certain clauses clauses of these terms and conditions should result, the validity of the rest remains unaffected.
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Purchasing spec.