T&Cs of Purchase & T&Cs of Sale
Valid as of: January 2018
1. Offers - contents of contract
1.1. Our orders are only binding if they are made in writing or confirmed in writing if made verbally.
1.2. The seller is likewise obliged to confirm the acceptance of the order in writing within 10 days.
1.3. We do not accept order confirmations of the seller with purchase conditions which are different to those contained herein. Our purchase conditions also apply to future orders.
2. Terms of payment
2.1. The agreed prices are fixed prices and are free to location of use inclusive of packaging costs and freight costs. If an “ex works” or “ex store” price is agreed by way of exception, we shall only pay the lowest freight costs. All costs incurred up to the point of handover to the haulage contractor including loading and cartage shall be borne by the seller. The agreement on the place of performance shall not be affected by the pricing method.
2.2. If, by way of exception, we have declared our willingness to pay the packaging costs, we shall be entitled to return packaging which is in good condition to the seller carriage paid in return for reimbursement of 2/3 of the value of the packaging as shown on the invoice. Other forwarding instructions shall be detailed separately on the delivery note.
2.3. We reserve the right to accept additional deliveries or short deliveries.
3. Delivery deadlines – delays in delivery
3.1. If the seller realises that the agreed delivery deadlines cannot be met, they are obliged to communicate this to us both verbally and in writing without delay.
3.2. If a deadline is missed and following the fruitless expiry of a reasonable grace period set by us, we shall be entitled to instruct a third party to perform the service which has not yet been performed by the seller and charge this to the seller. We shall also be entitled to rescind the contract in such an event.
4. Warranty
4.1. The seller warrants that the delivered goods comply with the legal and official requirements which apply to their sale and use and that they do not infringe third-party rights.
4.2. The warranty period is two years from the date of delivery.
4.3. Following the seller’s announcement of readiness to deliver, we shall examine the delivery either prior to dispatch at the works or following receipt of the delivery, provided this is deemed to be necessary in the ordinary course of business and in accordance with the nature and purpose of the goods. The seller shall waive the objection of late notification of defects.
4.4. The seller must on request remedy defects in the delivery which are notified during the warranty period, including the absence of warranted characteristics, without delay and free of charge, and bear the resulting incidental expenses. If the defect cannot be remedied or if it is not reasonable for us to accept repaired parts, the seller must replace the defective parts with non-defective parts without charge.
4.5. In urgent cases or if the seller fails to comply with its warranty obligation, we shall be entitled to take the required measures ourselves at the seller’s risk and expense and without prejudice to the seller’s warranty obligation. In the event that a repair is not possible or reasonable, this shall not affect the right to cancellation or reduction.
5. Drawings and other documents
5.1. For articles that are specially manufactured for us, the seller is obliged following execution of the order to send us the drawings and calculations corresponding to the actual design as well as other technical documents related to the delivery item in the requested number and format. The seller is obliged to transfer ownership of these documents to us without charge; this does not affect intellectual property rights. We are, however, entitled to use the documents without charge to carry out repairs and make changes as well as to produce spare parts.
5.2. Any approval on our part of drawings, calculations and other technical documents does not affect warranty obligations or other obligations of the seller in relation to the delivery item. This applies equally to suggestions and recommendations of the seller unless we have expressly agreed otherwise in writing.
5.3. In the event that we have handed over design documents to the seller, we shall retain sole ownership of these and they may not be used for other purposes or made accessible to third parties. The seller is obliged to return them without delay following completion of the order. We likewise reserve all rights to drawings produced in accordance with our specifications.
6. Delivery
6.1. Delivery notes (as a single copy) must be included with deliveries.
6.2. The consignment notes must contain the full address of our registered office or the place of delivery specified by us as well as an exact description of the freight.
6.3. We can only accept deliveries between the following times: Monday – Friday 07:00 – 15:00.
6.4. If additional costs are incurred due to non-observance of the above delivery specifications, they shall be borne by the seller in each case.
7. Terms of payment
7.1. All invoices must be issued to us in duplicate.
7.2. If no special terms of payment have been agreed, we shall provide payment after receiving the delivery and the invoice within 10 calendar days for a 3% discount or within 30 calendar days net.
7.3. Our payments do not imply acceptance of the invoice.
7.4. We shall be entitled to offset claims of the seller.
7.5. Claims of the seller arising from this contract may only be assigned to third parties with our consent. For assignments ensuing from an extended reservation of ownership, consent shall be deemed to have been given at the outset with the proviso that offsetting is also permitted against counterclaims acquired after notification of the assignment.
8. Place of performance - jurisdiction - applicable law
8.1. The place of performance for deliveries and services is our registered office in Wuppertal or the location of use specified by us.
8.2. The exclusive jurisdiction for all disputes arising from or in connection with this contract, including for proceedings involving bills of exchange and cheques, is Wuppertal. We shall, however, also be entitled to take proceedings against the seller in another jurisdiction applicable to the seller.
8.3. For business in foreign countries, the entire contractual relationship shall be governed by the law of the Federal Republic of Germany unless application of a different legal system is mandatory. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
8.4. If one or more of the above conditions proves to be invalid, this shall not affect the validity of the other conditions. In such an event, the buyer and the seller shall undertake to replace the invalid condition with a valid condition which most closely approximates the economic purpose of the invalid condition.
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