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1 Terms and Conditions
These General Sales Terms and Conditions apply to all sales contracts with us, including future ones.
The buyer‘s conditions of purchase will not be recognised even if we do not expressly contradict them upon receiving them. The buyer‘s conditions of purchase will only apply if they are approved by us in writing at the buyer‘s request. The buyer will acknowledge the binding nature of the contract for both parties on conclusion of the contract, or at the latest by the time the goods are received.
The law of the Federal Republic of Germany will apply to all legal relations with us.
2 Prices
Our offers are non-binding. We are bound only by our written confirmation of contract. Unless otherwise agreed, our prices are ex works and exclude packaging costs. All taxes and fees that are payable for our deliveries abroad will be payable in the purchaser‘s recipient country.
The purchaser does not obtain any right to the tools by paying partial costs for those tools. They remain the property of the manufacturing company.
3 Packaging
Any packaging that is desired or required for transport will be invoiced at cost price. In the case of the return of crates in good condition, freight and expenses paid, within 4 weeks, 2/3 of the calculated value will be paid. We will not assume any costs for disposal of packaging.
4 Dispatch and transfer of risk
Unless expressly agreed otherwise we will choose a shipper or freighter of our own. Goods that are registered as ready for dispatch in accordance with the contract must be picked up immediately. Otherwise we are entitled to send them, after sending a reminder of the cost and risk to the purchaser, using a delivery method of our choice or to store them at our own discretion and invoice them immediately.
When the goods are handed over to a shipper or freighter, but by the latest when they leave our warehouse, risk is transferred to the purchaser, including the risk of the goods being confiscated, in all transactions, even with free deliveries. We will only provide insurance if the purchaser so instructs and at the purchaser‘s expense. The obligation and cost of unloading will be at the purchaser‘s expense.
5 Deviations, excess or short delivery
Any deviations in weight, quantity or specification of the goods delivered from the information stated in our packing list must be proved by the purchaser. Excess or short delivery on the weights or quantities agreed on is basically permitted up to 10 % unless something different has been expressly agreed on.
6 Delivery dates, delay
Delivery dates always refer to the approximate time of delivery from our warehouse. Delivery terms begin as soon as all the details of performance have been clarified and the purchaser has fulfilled all the conditions. Delivery dates are subject to the reservation of punctual and correct self-delivery, unless the incorrect or delayed self-delivery has been caused by us.
If the delivery is delayed by a force majeure, an extension of the delivery time will be granted in accordance with the given circumstances. A force majeure is considered to be interruption of business operations, procurement difficulties, strike or other circumstances that make delivery considerably more difficult.
We will only be deemed to be in default of delivery if we do not deliver within an appropriate period of grace after the due date and after a written reminder from the purchaser for reasons for which we are responsible. If our delay is based on slight negligence, the purchaser can withdraw from the contract. Claims for damages are excluded.
7 Payment
Our invoices must be paid net cash. Any discount requires prior written approval. If the agreed payment date is exceeded, default interest to the amount of 8 % above the currently valid basic lending rate of the Bundesbank must be paid on top of the original invoice amount. Bills of exchange will only be accepted after prior agreement in writing. If bills of exchange or cheques are not credited by the drawee in time, our official claims against the purchaser will become valid at this time. Any other existing terms of payment will
expire. The same applies if a demand is not paid within 10 days after the due date. Withholding a payment or offsetting it because of any possible existing counterclaims on the part of the purchaser is, with the exception of undisputed or legally established claims, excluded. This applies especially to complaints.
If it becomes clear after the conclusion of the sales contract that our payment claim is endangered on account of the purchaser‘s lack of creditworthiness or if the purchaser is in arrears by a considerable amount, we are entitled to provide further delivery only in return for advance payment or securities.
8 Retention of title
Goods delivered remain our property until the purchase price has been paid in full and until all demands arising from the business relationship have been fulfilled completely (extended retention of title). The purchaser may only dispose of the goods subject to retention of title in his regular daily business; the purchaser is forbidden to pawn them or assign them as securities.
If the purchaser defaults on payment, we are entitled to take back any goods subject to retention of title and enter the purchaser‘s premises for the purpose of inventory and repossession of our goods.
If the goods are sold in regular business transactions, the purchaser transfers all claims arising from the disposal of the goods to us. The purchaser is entitled to collect these claims as long as he fulfils his payment obligations to us. With a view to the extended retention of title, transferral to third parties, especially credit institutes, is not permitted. If the purchaser defaults on payment, we are entitled to demand the release of sales documentation from the purchaser at any time and inform his customer(s) of the transfer.
Should the goods be seized from the purchaser, we must be informed immediately by being sent a copy of the enforcement protocol. Should the value of the securities exceed the amount of the claims secured in this way by more than 20 %, the purchaser is entitled to demand exemption from securities to the extent of the excess.
9 Protective rights of third parties
If there are deliveries according to drawings or other information of the purchaser and if this violates the protective rights of third parties, the purchaser will indemnify us from any and all claims.
10 Guarantee
We must be informed of defects to goods immediately and in writing no later than one week after delivery. Concealed defects that cannot be discovered even after careful examination within this term must be reported in writing immediately upon discovery and by the time of expiry of the legal period of limitation at the latest.
The purchaser is obliged to give us the opportunity to convince ourselves of the defect, and especially to put the defective goods or samples thereof at our disposal for examination purposes should we so demand. If the purchaser does not fulfil this duty, all rights pertaining to the defect will cease to apply. The purchaser cannot derive any rights concerning remaining partial deliveries from defects in one given partial delivery.
If a complaint proves to be founded, replacements will be delivered weight for weight free of freight charges from the original receiving station. We will only assume additional costs arising from a replacement delivery (e.g. express freight) if they are, in a given individual case, in proportion to the purchase price of the goods. We will not assume expenses that arise from the goods being delivered to a different location from the agreed place of fulfilment.
The purchaser is responsible for checking whether the goods ordered are suitable for the use intended. We assume no guarantee for suitability. We will provide technical advice to the best of our knowledge and ability. It is, however, non-binding and does not exempt the purchaser from his own checks and experiments. The purchaser can only demand damages or the refund of futile expenses from us in cases of grossly negligent or deliberate violation of the duty to deliver faultless goods. The purchaser must then prove the damage or expenses in terms of reason and amount respectively.
11 Limitation
All guarantee and damages claims, for whatever legal reason, expire by limitation 12 months (for private purchasers 24 months) after delivery of the goods. This also applies to goods that have been used for construction according to their usual means of use.
12 General limitation of liability
Regardless of the conditions concerning the guarantee and other special
stipulations set out in these conditions, the following shall apply:
In the case of the violation of contractual and extracontractual duties, e.g. because of impossibility, delay, breach of duties prior to the contract and unauthorised action, we are only liable in cases of intent and gross negligence, even for our agents, limited to contractually typical damage that is predictable when the contract is concluded. All further liability on our part, also for damages caused by defects and the consequences of defects, is excluded.
These limitations do not apply if there is a culpable violation of essential contractual obligations insofar as the fulfilment of the purpose of the contract is put in danger, if there is culpably caused damage to life, limb and health or in cases of mandatory liability in accordance with the product liability law.
13 Place of fulfilment, place of jurisdiction
The place of fulfilment is Erkrath.
Insofar as the purchaser is a businessman or a legal entity under public law and separate funds under public law, Mettmann is the exclusive place of jurisdiction.
Schreier Metall GmbH, February 2003
