Terms and Conditions of Sale and Delivery
The present Terms and Conditions of Trade shall apply solely to companies. The contractual rights of the parties shall be based solely on written agreements and on the present General Terms and Conditions of Trade. The written form requirement may not be waived save by way of written agreement. General Terms and Conditions of the Customer that contradict either agreements made in writing, the present Terms and Conditions of Sale and Delivery, or legal provisions shall not be binding for the Vendor, unless express the Vendor provides written acceptance of the full force and effect of such conditions issued by the Customer.
Quotations and Conclusion of Contract
1. Quotations issued by the Vendor shall in all cases be subject to change without notice. Documents relating to quotations (illustrations, drawings and similar documents), dimensions, colours and other specifications shall represent approximate information only and shall not be binding unless expressly otherwise confirmed in the quotation.
2. A contract shall not be deemed concluded until a written confirmation of order has been issued by the Vendor. If the order is executed forthwith, the invoice shall replace such written order confirmation.
Prices and Conditions of Payment
1. Unless otherwise agreed, payments shall be effected to ensure receipt by the Vendor within twenty (20) days of the date of invoice. Upon expiry of such term, the Customer shall be in default; no reminder shall be required.
2. All prices shall be valid ex 80331 Munich, plus forwarding and freight charges and plus value-added tax at the statutory rate prevailing on the date of invoice.
3. In the event of default, the Vendor shall be entitled to demand interest at a rate of 8 percent above the base rate, but no less than 10 percent p.a. In addition, all costs relating to reminders and collection shall be reimbursed. This shall be without prejudice to any claims for higher damages. The Customer shall, however, be at liberty to furnish evidence that no damages whatsoever or substantially lesser damages have been incurred.
4. The contractual objects supplied by the Vendor shall remain the property of the Vendor until all claims for payment have been met in full.
5. Notwithstanding any provisions to the contrary specified by the Customer, the Vendor shall be entitled to offset payments against previous Customer debts. The Customer shall be notified of the nature of any offset amounts.
6. The Customer shall not be entitled to withhold amounts payable on the grounds of complaints or counterclaims. Nor may any amounts be offset against counterclaims unless such claims are established as legally valid, or acknowledged by the Vendor.
Obligation of the Customer to Cooperate
Guarantee and Liability
1. The Customer shall in all cases be obliged to inspect the supplied goods immediately on receipt to ensure conformity with the contract.
Complaints on the grounds of apparent defects shall neither be accepted nor permissible unless made in writing within one week of receipt of the goods. Claims relating to hidden defects not identified in the course of immediate inspection may not be raised unless notice of such defects is received by the Vendor within one year of commencement of the statutory limitation period.
2. In the event of justified complaint, the Vendor shall at the discretion of the Customer be obliged to remedy the defect and/or to deliver a replacement up to the amount of the contractual value unless a guarantee is provided for the nature of the goods, or the Vendor or its agents have acted with intent or gross negligence. In the event that remedy of the default or delivery of a replacement is delayed, is not carried out, or is not successful, the Customer shall, however, be entitled to reduce the purchase price or rescind the contract.
3. Liability for consequential damages resulting from a defect, in particular for loss of profit or compensation for damages incurred by third parties, shall be excluded unless the Vendor or its agents have acted with intent or gross negligence.
4. Exemption from liability shall not apply in the case of personal damage or bodily harm.
5. All guarantee claims on the part of the Customer shall expire by limitation no later than one year following delivery of the contractual goods.
6. Any and all guarantee claims shall expire should the Customer interfere with any goods that are the subject of contract or modify the same in any way, regardless of the extent to which such modification is effected or has been effected.
Proprietary and Patent Rights
1. The Vendor shall retain all proprietary and patent rights, in particular the right to apply for registrable rights to a contractual object and/or in connection with catalogues, drawings, illustrations or other documents handed over together with the quotation, Proposals submitted by the Vendor in the course of business relations may not be used by the Customer, even though not protected by law. No such documents may be made available to third parties.
2. The rights to protected rights or rights eligible for protection shall be transferred for the type of use arising from the confirmation of order only and for the purpose stated by the Customer. Unless expressly agreed otherwise, the Customer shall consequently not be entitled to process the contractual goods in whole or in part, or to modify or distribute the same.
3. In the event of unauthorised use of the goods supplied by the Vendor, the Customer shall be obliged to pay a conventional penalty amounting to 10 percent of the contract value, however no less than €750.-. This shall be without prejudice to additional claims for damages.
4. The Vendor shall be entitled to use or display the items produced for its own advertising purposes, in particular as models etc. Furthermore, the Vendor shall reserve the right to affix its company name in an appropriate place.
Delivery and Delivery Dates
1. Barring express agreement to the contrary, all delivery and completion dates stated shall represent guidelines only. Binding delivery periods shall commence upon dispatch of the order confirmation, however not before the Customer has supplied the documents, models, illustrations, approvals, etc. which it is obliged to furnish.
2. Delays in delivery and performance caused by force majeure or by events which make delivery considerably more difficult or impossible for the Vendor, in particular strikes, lockouts, official measures etc., also to the extent that such circumstances occur within the scope of responsibility of its own suppliers, shall extend the delivery period for the duration of such disruption, insofar as it is proven that the hindrance has considerably influenced completion or delivery of the contractual object at the final destination.
3. Should the obstruction continue for more than four (4) months, the Customer shall, after setting a reasonable final date, be entitled to terminate the part of the contract that is not yet fulfilled.
4. The Vendor shall not be responsible for the aforementioned circumstances should they arise during an existing delay. In serious cases, the customer shall be notified of the beginning and end of any hindrances.
5. The Vendor shall in all cases be entitled to premature performance and also, to a reasonable extent, to partial performance.
1. The Vendor shall be entitled to give premature notice of termination a) if the Customer is in default of payment for a period of more than four weeks, or b) the Customer is in breach of a material provision of the contract and, notwithstanding a due written request, such breach of contract recurs, or c) if composition or insolvency proceedings are instituted by a court of law in relation to the Customer's assets or a petition to institute the same is dismissed on the grounds of insufficient assets.
2. Notice of termination shall be issued in writing.
3. Should the financial situation of the Customer alter significantly following conclusion of contract, or should the Vendor not become aware of an existing deterioration until after conclusion of contract, in spite of making the customary inquiries, the Vendor shall be entitled to refuse performance in accordance with its obligations until such time as the Customer pays the due consideration in full, or furnishes adequate security. If the Customer fails to perform accordingly within a reasonable period following due request, the Vendor shall be entitled to rescind the contract.
4. In the event of rescission of contract, all amounts accruing until such time shall remain due and payable. Furthermore, the Vendor shall be entitled to demand the remuneration agreed, as duly provided for under Section 649, sentence two, German Civil Code (BGB).
5. By way of damages caused by default, the Vendor shall be entitled to demand interest on arrears at a rate of 8 percent above the base rate prevailing from time to time, but no less than 10 percent p.a. In addition, all costs relating to reminders and collection shall be reimbursed. This shall be without prejudice to any claims for higher damages. The Customer shall, however, be at liberty to furnish evidence that no damages whatsoever or substantially lesser damages have been incurred.
1. The place of performance shall be 80331 Munich. The place of jurisdiction shall be Munich.
2. Contractual relations between the parties as well as all claims and rights arising therefrom shall be governed by German law. Application of the United National Convention on Contracts for the Sale of Goods shall be expressly excluded.
3. Should any provision of the present Terms and Conditions of Trade or a provision within the scope of any another agreement be or become invalid for any reason whatsoever, this shall be without prejudice to the validity of all other provisions or agreements.