1. For all transactions and agreements, also if they are concluded by our travellers or representatives, only the following terms are binding, even if they have not been agreed upon in writing. Deviations from the following terms shall only be valid with our express written approval.
2. These terms also apply for all transactions and agreements concluded in the future. The buyer’s purchasing conditions are not valid for the transactions made with us, also if we do not explicitly object to them.
3. Complaints regarding order confirmations or invoices must be made within 8 days. They do not relieve from the payment obligation.
1. The prices are net cash without discounts, unless otherwise agreed in writing.
2. The calculation is done with the price which is valid on the delivery date. Recalculations, price increases and deductions admissible at the time of delivery are considered as agreed upon.
3. Mistakenly wrong prices, including discounts, can be unilaterally corrected by us.
4. The packaging can be charged with the prime costs.
III. Terms of Payment
1. Unless otherwise agreed, the payment shall, without prejudice to the right of a notice of defects and excluding settlement and retention, be made as follows: 8 days 2% discount, 30 days net price.
2. Bills of exchange which are rediscountable with the central bank of Germany are accepted by us due to particular agreements and in lieu of payment. Bills of exchange or checks are credited subject to the receipt with the value date of the day, on which we finally have the counter value available. All the costs resulting from this shall be borne by the buyer.
3. In case of overdue payment interests and commissions are calculated according to the respective bank rates for short-term loans plus 1%.
4. Unilateral deductions and changes are not accepted.
1. Failure to comply with the terms of payment or circumstances which become known to the seller after the transaction and cast doubts about the buyer’s ability and willingness to pay, e.g. invalid information, deterioration of financial circumstances, opening of judicial or extra-judicial settlement proceedings or bankruptcy proceedings regarding the buyer’s assets, bill protests, payments not in compliance with the terms from other transactions and deliveries etc. entitle us to withdraw from the contract, to require the return of goods with the costs of the return transport borne by the buyer, and also, if necessary, to gain the possession with the buyer having no right of retention or similar rights. In all the cases mentioned above we can demand immediate cash payment, also if we had accepted bills of exchange or checks. After a reasonable grace period we are also entitled to withdraw from the contract or to require compensation for non-performance.
V. Retention of Title
1. Our deliveries remain our property until all our claims, for whatever legal reason, are paid, also if the purchase price for specific claims is paid. With current accounts the retained property shall be deemed as a security for our balance claims. The handling and the processing take place for us excluding the acquisition of property according to § 950 of the German Civil Code BGB, without obligations for us. The retained goods serve as a security in the amount of the invoice value of the goods subject to retention.
2. If the orderer processes the goods together with other goods which are not our property, we are entitled to a co-ownership of the new item, in proportion to the invoice value of the goods subject to retention. The same things that apply to the goods subject to retention also apply to the new item resulting from processing. It shall be deemed as goods subject to retention, in the sense of these terms.
3. The claims of the orderer from a resale of the retained goods are already considered as assigned to us in order to secure all our claims from the business relationship, irrespective of whether the retained goods are resold without or after the processing or whether they are resold to one or more purchasers.
4. In the event that the goods subject to retention are sold by the orderer together with other goods which are not our property, without or after agreement, the claim assignment applies only for the amount of the invoice value of the goods subject to retention, which, together with the other goods, are the subject matter of a purchase contract or part of the subject matter of such a contract. The same applies if the goods subject to retention alone or with other goods are the subject matter or part of the subject matter of a contract of work, contract of work and materials or similar contracts.
5. The orderer is only entitled to resell the goods subject to retention due to a purchase contract, contract of work, contract of work and materials or similar contracts if he legitimates that the claim resulting from the resale is assigned to us due to the mentioned contracts pursuant to section 3 and 4. The orderer is not entitled to make any other provisions regarding the goods subject to retention. On our request the orderer is obliged to inform the third orderer about the assignment for payments to us.
6. If the value of our existing securities exceeds our claims by more than 20%, on request of the orderer we are obliged to release securities at our discretion.
7. The orderer has to inform us immediately about looting or other impairments by third parties. He is obliged to insure the goods subject to retention against theft and fire.
VI. Execution of Delivery, Force Majeure
1. Events that occur with us or with our suppliers, for which we are not responsible within our operational risk and which make it difficult or impossible for us to deliver, entitle us to postpone the delivery and the transport duration and the duration of an adequate warm-up time or to withdraw from the contract because of the unfulfilled part. The declaration of one of the suppliers to us is considered as a sufficient proof that we are prevented from delivery.
2. Upon completion and circumstances that become known and cast doubts about the buyer’s ability and willingness to pay, e.g. unfavorable information, deterioration of financial circumstances, opening of judicial or extra-judicial settlement proceedings or bankruptcy proceedings regarding the buyer’s assets, bill protests, payments not in compliance with the terms from other transactions and deliveries entitle us to postpone the delivery or to withdraw from the contract
VII. Delivery Times and Delivery Deadlines
1. Deliveries are approximate and not binding for us. They also depend on the delivery capabilities and deadlines of the companies we commission. We do not take any commitment for on-time transport.
2. The delivery deadline begins with the date of the final order acceptance, however, not before the complete clarification of all details of execution.
3. If the dispatch is impossible without our fault or the fault of our suppliers, the deadline shall be deemed as adhered to upon notification of readiness to dispatch.
4. The agreed delivery time shall be extended without prejudice to our rights arising from default of the buyer by the period in which the buyer is in default with his obligations arising from this or any other transaction. The buyer cannot reject partial deliveries.
5. In case of default on our part, the buyer is entitled to set us a reasonable grace period. The buyer can only cancel the transaction if the goods are not delivered within this grace period.
6. Claims for damages due to non-compliance with delivery times or delivery deadlines are excluded, unless otherwise agreed.
VIII. Notices of Defects
1. Defects shall be notified in writing immediately after detection and any possible processing has to be stopped instantly. Complaints about obvious defects must be made within 3 days of receipt of the goods at their destination; complaints about hidden defects must be made within 6 weeks after receipt of the goods.
2. At our discretion the defective goods are either taken back and replaced with a new delivery of faultless goods in accordance with the provisions of the contract or the reduced value is compensated. Other claims, for whatever legal reason, are excluded. Returns of delivered goods are not accepted without our prior approval.
3. The right of the buyer to claim for defects shall lapse one month after the written rejection of the complaint by us.
IX. Return of Goods
1. A return of delivered goods is only accepted with our prior approval. In case of a return of non-defective goods we are entitled to make a reasonable deduction.
2. In case of a return of goods with defects for which we are not responsible, the warranty provisions of the factory apply.
X. Dispatch and Transfer of Risks
1. As soon as the goods leave our warehouse the risks passes to the buyer.
2. The means of transport and the route of dispatch are at our discretion excluding any liability.
3. When delivering to the buyer’s point of use, the agreed price is always free on carriage approached on accessible road. The unloading of the goods is at the buyer’s responsibility and expense.
4. Goods which are ready for dispatch on the agreed date have to be retrieved immediately, otherwise we are entitled to store them at our discretion at the buyers risk and expense and charge them as delivered ex works or ex warehouse. The same applies if the delivery cannot take place due to traffic blocks or other circumstances for which we are not responsible
5. The buyer is bound to the conditions of the commissioned freight company.
6. We do not take any liability for wage labour.
XI. Place of Performance and Jurisdiction
1. The place of performance for all obligations of the buyer is Hachenburg.
2. The place of jurisdiction for all disputes arising from this contract as well as for lawsuits regarding checks and bills of exchange is Westerburg.
G. Lichtenthäler GmbH
Am Wehrholz 13
Tel: 0 26 62 / 36 35
Tel :0 26 62 / 5 01 10
Telefax: 0 26 62 / 45 83
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