general terms and conditions of sale
1. The terms and conditions shall apply to all transactions of sale, delivery and purchase of the Seller. Deviations, especially terms and conditions of the Purchaser and ancillary terms, shall apply only if the Seller has accepted them in writing.
2. Offers are deemed to be non-binding, unless expressly designated as binding.
3. Delivery periods are only rough indications of the anticipated time of delivery, unless expressly designated as a "delivery term".
4. Force majeure and other circumstances beyond the control of the Seller, e.g. strikes, lockouts, official measures, traffic disruptions, business disruptions and shortage of raw materials, entitle the Seller - at his option - to postpone delivery until the cause for the disruption has come to an end or to withdraw from the contract to the extent that it has not yet been performed. In this case, the Purchaser shall not be entitled to compensation.
5. Rates are, unless otherwise agreed, ex works. The goods are shipped at the risk and expense of the Purchaser.
6. The delivered goods must be checked for defects or objections on the day of receipt. Concealed defects must be reported without undue delay, however not later than eight days after receipt of the goods, in writing; such report shall also include reasons. Upon expiry of the deadline, the goods shall be deemed to have been accepted.
7. The warranty of the Seller shall be limited in the first instance to delivery of a defect-free substitute or repair (cure) at the Seller's option. If the cure fails (sentence 2 of Section 440 of the German Civil Code), the Purchase may, at his choice, reduce the purchase price or cancel the contract. Any further claims for compensation shall be excluded, unless they relate to personal injuries or are based on gross negligence or intentional conduct on our part.
8. The net purchase price shall be due net upon invoicing, unless otherwise agreed. If a credit term has been agreed with the Purchaser (also by accepting bills of exchange), the Seller may revoke such terms at any time, if the Purchaser is in default with any obligation under the business relations with the Seller or if the financial situation of the Purchaser deteriorates and affects his ability to meet his payment obligations. Without prejudice to any other legal remedies, the Seller is entitled to require immediate settlement of all outstanding payment obligations from the Purchaser, to demand pre-payment or to suspend any further deliveries.
9. The Purchaser shall be entitled to offset or to assert a right of retention only insofar as the Purchaser's counterclaim is acknowledged expressly or confirmed in a legally binding judgment.
10. We reserve the ownership of the sold goods until receipt of all payments under the contract. In the event of a default of payment by the Purchaser, we are entitled to recover the goods. Recovery of the goods, or a pledge on the goods sold by us subject to retention of title, shall constitute a withdrawal from the contract; we reserve the right to assert any further claims for damages caused by the inability to perform the contract. The Customer shall inform us without undue delay in writing of a pledging or other intervention of a third party in regard to the goods sold by us subject to retention of title. Any processing or transformation of the purchased goods by the Purchaser shall be performed at all times on our behalf. If the purchased goods are processed with other goods that do not belong to us, we shall acquire co-ownership in the newly created goods at the ratio of the value of the purchased goods to the other processed goods at the time of the processing. If the purchased goods are combined with other goods that do not belong to us, we shall acquire co-ownership in the newly created goods at the ratio of the value of the purchased goods to the other combined goods at the time of the combination. The Purchaser shall be authorised to resell the purchased goods only in the customary and proper course of business and subject to the proviso that the claim for remuneration resulting from the resale (claim for purchase price), including all ancillary rights, shall be transferred to us. The Purchaser hereby declares that he assigns such rights to us already at this stage, and we declare to accept such assignment (extended retention of title). The advance assignment of the claim for remuneration resulting from the resale (claim for purchase price) shall also apply in the event of goods being sold in which we have acquired co-ownership following processing or combination. The claim for compensation from the resale of combined or processed goods shall be assigned to us at the ratio of our share of co-ownership in the goods concerned. Also in this regard, we accept the assignment already at this stage. The Purchaser shall not be authorised to dispose in any other way of the goods delivered subject to retention of title, and in particular, the Purchaser shall not be entitled to pledge the goods or to transfer ownership in them by way of collateral. Subject to revocation, the Seller authorises the Purchaser to collect the claims assigned in advance. The Seller undertakes not to exercise his right to collect such claims as long as the Purchaser meets his payment obligations towards the Seller. The Purchaser shall inform the Seller without undue delay about any forced execution measures initiated by third parties in regard to the goods delivered subject to retention of title and shall transmit all documents required by Seller to object to such measures. Upon suspension of payment, filing of a motion to open insolvency proceedings or upon commencement of such proceedings, the right to resell, process or combine the goods expires. The same applies to our authorisation to collect the claims assigned to us in advance. In the event of a protest of a cheque or bill of exchange, this authorisation to collect the claims shall also expire. If the value of the of securities provided to us exceed the secured claim by more than 20%, we shall be obliged to release as much of the securities - at our option - until the extent of the secured volume does not amount to more than 120% of the total outstanding claims from the business relations with the Customer. If a liability under a bill of exchange of the Seller is established in connection with the payment of the purchase price by the Purchaser, the rights resulting from the retention of title specified above shall not expire by virtue of the Purchaser settling the bill as the drawee. The Purchaser may not conclude any agreement that invalidates or impairs the advance assignments of the claims specified above for the benefit of the Seller.
11. The INCO terms in their applicable version shall apply to all circumstances that are not expressly provided for in these terms and conditions.
12. Place of performance for delivery and payment shall be Aurich. Place of jurisdiction: Aurich.
Tjüchkampstraße 26-34 b