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1. Conclusion and contents of contract:
Our offers remain subject to confirmation. Our written confirmation of the order in conjunction with these terms and Conditions of delivery and payment is decisive for all our contracts. The Conditions of purchase of the remain noncommittal even, if we do not explicitly object to them or if the purchaser does not explicitly state his approval of our terms and Conditions. This especially applies to Conditions in the purchaser's Conditions of purchase, which are not included in our terms and Conditions. At the latest upon acceptance of the delivery the purchaser accepts the confirmation of the order and our terms and Conditions. Our terms and Conditions also apply to further conclusions without further referral to our terms and Conditions. Deviations from our terms and Conditions, subsidiary agreements, as well as promises by our employees require written confirmation. Legal nullity of parts of the contract does not release the purchaser from the contract. The purchaser's rights stated in the contract are not transferable. 2. Foundation of credit Prerequisite for our obligation it deliver is the full creditworthiness of the purchaser, which he ascertains us of upon signing the contract. Should we receive information or should events arise that make the granting of a credit in value of the sum corresponding to the order seem questionable, after the Conclusion of the contract, we reserve the right to require Cash payment in disregard of earlier arrangements and refuse to start or continue work until payment in full or a substantial disposition has been made or to withdraw from the contract and if need be seek damages for failure to perform obligations. These our rights then apply to all our demands (see 7a, paragraph 1). 3. Freight and packaging shipping of the merchandise ordered will happen through us the purchaser, which option applies has to be declared upon ordering. If we receive no instructions, we deliver either by shipping company or by post or train freight at the purchaser's expense. For lack of special agreements we are authorised to send by Cash an delivery through a shipping company. 4. Terms of delivery, acceptance and release orders The terms of delivery are decisive for the point of delivery by "BSO Montagetechnik GmbH". They are only approximate terms. An appropriate extension of the terms of delivery occurs, if the purchaser does not adhere to his obligations or if the delivery is delayed without our fault or through unexpected or extraordinary events with in our company, an upstream supplier or a shipping company. Damages for failure to perform or delayed performance in concordance with default cannot not be claimed in this event. If the stoppages continue for more than one month or if there are shutdowns at our upstream suppliers, we have the right to withdraw from the contract, without any Claims accruing for the purchaser. The same holds true in case of force major. For lack of special agreements we are entitled to partial shipments. From the delay of partial shipments the purchaser cannot derive Claims in regards to the other partial shipments. Release orders and specifications of specific partial deliveries are preferably to be made in consistent intervals and amounts. They also need to be made so far in advance that proper shipping can be made within the time of the contract. If the release order is not made or specified or not made or specified an time, we are , after unsuccessfully setting a time Limit, entitled to withdraw from the contract. 5. Acceptance If the merchandise shall be inspected according to special Conditions, it will done so by us. Personal travel expenses and cost of room and board for the employee carrying out the inspection will be paid for by the purchaser. If the purchaser does not ask for an inspection, the merchandise is considered delivered according to the Conditions upon leaving our premises. 6. Transfer of risk Any risk is transferred to the purchaser, even if the transport is carried out by our own means of transportation, as soon as the merchandise leaves our premises or is made available to the purchaser. If the merchandise is returned, the purchaser carries all risk until the arrival of the merchandise an our premises. 7. Retention of title a) We retain possession of the delivered merchandise until the purchaser has fulfilled all obligations stemming from the Business connections. This is also the case for merchandise, which has been paid an the purchaser's expressed instruction. Processing the merchandise occurs without committing ourselves and without waiving our rights of possession of the merchandise. If the purchaser combines our reserved goods with other merchandise, we are entitled to a partial ownership of the new merchandise corresponding to the invoice value of the combined goods. The new merchandise is considered a reserved good in terms of these conditions. b) The purchaser has the right of disposing the reserved goods in proper business dealings. Any other dispositions are not permitted. c) The purchaser assigns all claims arising from the use of the reserved goods to us. If the reserved goods is disposed of with other merchandise that is not our property, or if the reserved good is used as material in the execution of a contract of services., then the assignment encompasses only the part of the revenue, that corresponds to our partial ownership. d) The purchaser is only entitled to the collection of the assigned claims in proper business dealings. e) The purchaser needs to make us aware of any access of third parties to the reserved goods. Any arising cost of intervention has to be paid by the purchaser. f) The purchaser's authorisation to dispose of the reserved goods and to collect the assigned claims is void in case of failure to perform in regards to the payment conditions or in case of check or bill processes. In this case we are entitled to take possession of the reserved goods. Any costs arising from taking possession have to be paid for by the purchaser. Recalling the merchandise does only result in a withdrawal from the contract if we explicitly state this. Upon our demand the purchaser is also required to make available the information and documents required for the assertion of the ceded claims. g) If the value of the securities we have given exceeds our claims from deliveries, orders placed and complementary claims by more than 10% we are required to release the securities-of our choice- upon the purchaser's request.
8.Liability for defects Depending an the character kind of the make deviations in weight, amount of pieces and measurement up to 10% are allowed, this concerns the entire order as well as partial deliveries. For complaints in regards to DIN-standardised goods, the DIN tolerances apply. Complaints have to be made directly after detection of the defect and no later than two weeks after receiving the merchandise, irrespective of an earlier legal obligation to notice. Three months after delivery liability is excluded even for hidden defects. If the purchaser does not immediately provide samples of the rejected good an demand, or if the rejected good is altered without our expressed consent, all claims for liability for defects become void four weeks after rejection of the notice of defects. Factual treatment of a notice of defects does not make compliance with this paragraph unnecessary. If the complaint proves to be justified, a replacement will be made free of charge and of shipping costs, if the faulty material is returned the replacement will be made weight for weight. Further claims such as redhibitory action, abatement of the purchase price, remuneration of defects, loss of profit, contractual penalties, employee's wages, compensation for consequential loss, etc. are excluded. In case of a defective partial delivery, no rights in regards to claims for further partial deliveries can be deduced. We can deny the remedy of defects, as long as purchaser does not fulfil his obligations. Failure to comply with our terms of payment releases us any warrantee. 9. Industrial property rights If deliveries occur according to the purchaser's drawings or other direction, the purchaser assumes full responsibility in regard to the fact that in carrying out the contract no third party's industrial property rights are infringed. In case of demands by a third party due to infringement of industrial property rights the purchaser releases us from all liability. If the purchaser holds industrial property rights himself, he can 'not make any regarding infringement of industrial property rights against us in regard to his contract with us. Any claims regarding infringement of industrial property rights his drawings or other instruction, when not using them within his contract with us, are only valid, if the purchaser has advised us of the existents of the industrial property rights regarding these drawings or other directions. 10. Conditions of payment Within 8 days after the invoice date 2 % discount, within 30 days invoice date net. The purchaser is not entitled to withhold payment because of complaints or any sort of counterclaims or to charge these up against the invoice. Bills are accepted subject to possibilities of discounting and for payment. The purchaser pays the costs of discounting and collection. He can make no claims because of belated billing. The purchaser is in default even if these is no dunning letter. Toleration of default does not cancel its effects. The purchaser is required to post sufficient securities for all our claims. In case of belated payment, we are, irrespective of further rights, entitled to charge a default interest at a rate of 4 % above the bank rate of the "Deutsche Bundesbank ". We are furthermore entitled to withdraw from all running contracts or to claim damages for failure to perform without additional respite or a declaration of refusal to accept the merchandise.
11. Place of fulfilment and court of jurisdiction Place of fulfilment for all liabilities stemming from this contract is Georgensgmünd. Court of jurisdiction is upon our choosing either our principal office or the purchaser's and in case of claims regarding checks or bills as is arranged. The law of the Republic of Germany is binding for the contractual relationship. 12. Translation This translation is for information purposes only and not contractually. The German version of the terms and conditions is binding.
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