General Business Terms


Terms of sale

General
All deliveries are subject to our terms of sale. By accepting the order confirmation or the delivery note and accepting the goods and/or the invoice, the buyer acknowledges these terms of sale. Terms and conditions of the buyer which are contrary to our terms of sale require our approval in writing to be effective. The handover of the accompanying form (for example, an order confirmation or delivery note) will be deemed to be confirmation of the purchase, unless we object within 14 days. Verbal agreements must be confirmed in writing.

Offer and prices
Price offers and invoices will be issued:
a) for deliveries from a German warehouse – in euros
b) for direct importing by the buyer – in euros or in the respective national currency.

The prices are suggested prices and are subject to confirmation, unless otherwise agreed in writing. Any changes (for example in import or export duties, VAT, exchange rates, shipping charges or insurance premiums) which occur after the order is issued will be borne by the buyer. Any increases will not constitute grounds for the buyer to rescind the order. The prices of the goods will be understood as including standard packaging, unless otherwise agreed.

Delivery
A condition for accepting all orders will be that delivery is possible. We will use our best efforts to keep to the delivery time. However, we reserve the right in any event to postpone or refuse the delivery or to fulfil the order in partial shipments or cancel it, without the ordering party being entitled to any claims for compensation. Shipment will be carried out:

a) for domestic deliveries – from a German warehouse or distribution centre (for delivery from a representatives’ warehouse, the prior carriage charges will be charged to the buyer); in this case, transit insurance will only be covered by the seller if it is explicitly instructed to do so by the principal and at the principal’s expense.

b) for direct importing – delivery free of charge to the border of the country of origin of the respective manufacturer, unless otherwise explicitly agreed. For directly imported goods, the transit insurance will be effective until the border of the Federal Republic of Germany is crossed. In principle, deliveries will be made at the risk and peril of the recipient. Unless a special arrangement is made, the shipment will always be made according to the seller’s best judgement and without liability for cheapest transportation. The seller will not be liable for any damage, theft, shortfalls or loss of the goods. The carriers will only recognise recourse claims with respect to damage which occurs in transit if any damage, shortfalls of individual parcels or weight shortfalls resulting from loss or theft are immediately confirmed upon delivery by the deliverer on the waybill. We will endeavour to ensure that the weight and quantities of the ordered goods are as accurate as possible. A tolerance of +/- 5% is usual in commercial trading. Minor deviations in the sorting or colour of goods must also be tolerated for imported goods. The quantities and types of goods specified in the order will be delivered, unless standard units have been established for particular articles.

 

Payment
The payment conditions are based on the currently applicable price list. The time limits for making payment run from the invoice date. The invoice amount must be paid in euros within the agreed time limit, unless otherwise explicitly agreed. In the event of late payment, interest for late payment in the amount of 4% over the prevailing German Federal Bank discount rate will be charged. For wire transfers or cheques, the moment when payment is received will be the value date of the funds, provided they are covered. If the financial position of the buyer significantly deteriorates or if it delays in making a payment, the supplier will have the right to demand the immediate payment of all open invoices, even of they are not yet due, and to cancel any outstanding deliveries. Retention of payments on the basis of any counterclaims of the buyer or setting off of counterclaims is not permitted under any circumstances. Promissory notes will only be accepted in payment within the discount periods and only after a special arrangement is made, subject to the usual conditions and provided that the bank, discount and collection charges are reimbursed.

 

Retention of ownership
The delivered goods will remain the seller’s property until payment is made. Until payment is made of all claims stemming from the business relationship, including any refinancing or acceptor’s bills, the seller will retain the ownership to goods it has delivered, which can only be disposed of in the ordinary course of business. The buyer hereby assigns to the seller the receivables stemming from the resale of goods subject to retention of title. It is not permitted to pledge or transfer as security goods which are subject to retention of ownership. The buyer must immediately notify the seller of any seizure of goods subject to retention of ownership.

 

Defects
Complaints must be submitted in writing within eight days after the receipt of the goods. If defects are acknowledged, the seller will only be obliged to provide a replacement delivery of defect-free goods or to take back the goods, according to its choice. The credit will only cover the real value of the goods, excluding additional costs. Claims for damages, including claims stemming from material or construction defects, and remuneration for lost profits are excluded. If the goods are modified without the seller’s authorisation, the right to make complaints relating to defects will be forfeit. For goods which are sold under a factory warranty, liability will only be accepted to the extent that the relevant manufacturer provides compensation. Goods can only be sent back after prior notification of and confirmation in writing by the seller. Goods which are sent back will only be accepted if delivery charges are paid and must, in principle, be sent to our business address in Memmingen.

Representatives do not have the right to decide on material defects or quality deviations and cannot accept any goods subject to complaint, unless the seller has explicitly given its consent on a case-by-case basis.

Exchange of information on customers
The seller works with credit reference agencies and credit insurance companies. It will provide the customer, at its request, with the addresses of those companies, which will also provide the customer with information on the data concerning it which has been stored. Those companies may be provided with data on payment methods or the business relationship and information on customers can be obtained from them. The seller can also submit data to those companies relating to breaches of contract. The companies will store that data so that they can provide their affiliated companies with information on the assessment of customers’ creditworthiness or regarding the customers’ addresses, for the purpose of debtor identification.

Place of performance
For all claims related to the business relationships stemming from the purchase contracts, the place of jurisdiction is Memmingen. German law is exclusively applicable.

Terms of sale:
any doubts which arise must be handled in a practicable manner which comes closest to the commercial meaning and purpose of the terms of sale. The effectiveness of the other terms of sale will not be affected by this.


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