BUSINESS, DELIVERY AND PAYMENT CONDITIONS OF THE COMPANY BRACHFELD, FRANKFURT
- Placing of Order
1.1 By placing an order with us, regardless of the form in which it is placed, the buyer accepts our terms of delivery and payment for the duration of the entire business relationship. This also applies to sales ex travel warehouse.
1.2 Deviating provisions shall have no validity insofar as they conflict with our terms and conditions of sale and delivery.
- Prices and Terms of Payment
2.1 The prices quoted by us apply only to the individual order. Repeat orders are considered new orders.
2.2 Should wages, material or other cost increases occur before the execution of the order, we reserve the right to adjust the prices accordingly.
2.3 The buyer is obliged to pay interest on the purchase price at 6% above the discount rate of the Deutsche Bundesbank if the payment deadline is exceeded. The same shall apply in the event of delayed submission of acceptance. If the buyer is in default, all other claims are immediately due for payment, without the need for a separate notice of default. For deliveries and services to buyers abroad, it is expressly agreed that all costs of legal action by us in the event of default in payment by the buyer, both judicial and extrajudicial, shall be borne by the buyer.
2.4 All costs caused by delayed payments, such as reminder charges, collection fees and the like shall be borne by the purchaser.
2.5 Bills of exchange shall only be accepted on the basis of an express agreement and only on account of payment, with discount charges and other bill charges being invoiced.
2.6 In the event of default in payment, we shall be entitled at our discretion to withdraw from the contract and/or claim damages.
2.7 Offsetting against counterclaims of the buyer is excluded for all conceivable cases, with the exception of undisputed or legally established counterclaims. A right of retention of the purchase price is excluded.
- Delivery
3.1 The goods shall be delivered to the Buyer at the Buyer's expense and risk. The buyer shall also bear the risk in the event of any return shipment. The buyer shall bear the costs of any insurance to be taken out by the seller for the delivery. In the event of any return shipment, the buyer shall be obliged to arrange for sufficient insurance himself. He shall be liable for the damage incurred if he fails to do so.
3.2 In the event of force majeure, operational disruptions for which we are not responsible, strike, lockout and delay in the delivery of materials, the delivery period shall be extended accordingly. The customer may withdraw from the contract if we are in default and a grace period of 6 weeks elapses unused. Claims for damages due to delay are excluded.
3.3 We shall be entitled to make partial deliveries, whereby each partial delivery shall legally be deemed an independent contract.
- Sampled Offers
4.1 Prices become binding only after separate written confirmation by us.
4.2 Our terms of delivery and payment also apply exclusively to selected consignments.
4.3 If the customer uses selected consignments as exhibition goods or stores them in travel warehouses, the customer shall bear all risk, including the risk of destruction through no fault of his own. Regardless of this, the customer is obliged to provide full insurance cover for these goods and hereby irrevocably assigns his claims against the insurance company to us in advance. We hereby accept this assignment.
- Notices of Defects
5.1 Complaints about defects must be made by the purchaser in writing to us immediately, at the latest within 3 days of receipt of the goods at the place of destination. If applicable, the buyer must prove receipt of the goods by us.
5.2 If we accept notices of defects, the buyer can only demand subsequent improvement or replacement delivery. If repair or replacement fails, the buyer is entitled to the legal rights.
- Retention of Title
6.1 The delivered goods shall remain our property until full payment of all claims arising from our business relationship, including all ancillary claims and until bills of exchange and cheques have been honoured.
6.2 Pledging or transfer by way of security of the reserved goods is not permitted.
6.3 If the reserved goods are seized or confiscated by the buyer, we are to be informed of this, providing the documents required for an intervention, original of the seizure report, etc... The complete receipt of the documents by us is to be proven by the buyer. In addition, the purchaser is obliged to immediately object to any seizure or confiscation with reference to our rights as supplier.
6.4 The buyer is obliged to insure the reserved goods sufficiently against any loss or damage at his own expense and in our favour. It is agreed that all resulting insurance claims with regard to the reserved goods have already been assigned to us and we hereby accept this assignment.
6.5 The buyer hereby irrevocably assigns to us as security any claims against third parties arising in the event of resale or for any other legal reason, as well as his claim to surrender on the basis of reserved ownership. We hereby accept this assignment.
6.6 Our retention of title shall also extend to new items created by processing or treatment or combination which are deemed to have been manufactured for us and to which we acquire ownership or co-ownership with the processing or treatment or combination in proportion to the value of the goods subject to retention of title at the time of processing, without any special legal action being required and without any obligations arising for us therefrom. The machinist or processor shall be notified of our retention of title in full.
6.7 The purchaser assigns to us in advance his ownership or co-ownership rights to the newly created items and the claims to remuneration arising from the processing of the delivered goods against his customer in proportion to the value of the processed goods; we hereby accept this assignment.
6.8 The purchaser is authorised to collect the claims arising or arising for us in accordance with this provision in trust for us as long as he duly fulfils his payment obligations towards us.
6.9 We undertake to release the securities to which we are entitled according to the above provisions at our discretion to the extent that their value exceeds the claims to be secured by 25%, but subject to the proviso that, with the exception of deliveries in genuine current account transactions, in individual cases only those deliveries which have been paid for in full may be released.
6.10 If the buyer omits one of the aforementioned duties, he makes himself liable for damages to the full extent, if the buyer is a corporation, then the person acting and signing for the buyer from breaches of duty according to Clauses 3 and 6 of these general terms and conditions is personally liable to the full extent.
- Return of Goods
7.1 If goods are taken back by us, the goods shall be credited according to their condition, which shall be determined by an expert to be determined by us at the request of the purchaser.
- Copyright Protection
8.1 Our drafts, samples, models and the like shall be regarded as our intellectual property and may not be imitated or used in any other way for reproduction by the purchaser, even if no special industrial property rights exist for them. Any infringement against this shall render the purchaser liable for damages.
- Place of Performance, Jurisdiction, Law, Effectiveness
9.1 By accepting this form with our terms of delivery and payment without objection, the buyer confirms that he is a registered trader within the meaning of § 1 HGB and his irrevocable agreement with the following provisions on place of performance and place of jurisdiction. Place of performance for both parties is exclusively Frankfurt/Main. The place of jurisdiction for all legal disputes arising from the contractual relationship as well as from its creation and effectiveness, also for bills of exchange and cheque claims, is Frankfurt/Main for both parties. For both parties, the contractual relationship is subject exclusively to German law.
- General Information
10.1 We are entitled to assign our receivables from deliveries and services for financing purposes.
10.2 Should any of the above provisions be invalid or void, this shall not affect the validity of the remaining provisions. The invalid or void provision shall be replaced by a provision that comes as close as possible to the economic content of the invalid or void provision.
10.3 To avoid any misunderstanding the interpretation of the German original of these provisions shall take precedence over the interpretation of this, or any other, translation of these provisions.
