Conditions of Use
Conditions of Use
General terms and conditions
the Germanbase. GmbH
1. These general conditions of sale apply to all - also future - contracts and other services. Conditions of the buyer not oblige us also then, if we not expressly contradict them upon their receipt by us. 2. Our offers are subject to change. Agreements, in particular verbal collateral agreements, promises, guarantees and other commitments in our sales persons shall not be binding by our written confirmation. 3. The part of the offer documents such as drawings, illustrations, technical data, references to standards, as well as statements in advertising media are no quality descriptions, property assurances or warranties not expressly and in writing are referred to as such.
4. Deviations of the delivery item offers, patterns, trial and advance deliveries are permissible in accordance with the applicable DIN / EN standards or other pertinent technical standards.
1. Our prices are plus VAT. Shipping and packaging costs go, unless otherwise agreed at the expense of the customer
2. Is packaged goods delivered, so we charge packing at cost price; within the framework of legal regulations, we take back supplied packaging we return it freight free us by the buyer within reasonable time.
III. payment and billing
1. Our invoices are immediately payable from receipt of the delivery. Should others be agreed deadlines, payment has within these time limits to be made that the amount required for the balance of the invoice at the latest is on the FälIigkeitstermin available. The buyer comes not later than 10 days after the due date of our demand in default, but a reminder.
2. Invoices for amounts under 50,00 EUR (euro), as well as for installation, repairs, shapes and tool cost shares are immediately due and payable net.
3. Counterclaims contested from us or not been legally entitle the buyer to retention nor to set off.
4. If the credit, no later than late, but we are entitled to charge interest at a level of the respective Bank for bank overdraft interest at a rate of 8 percentage points above the base rate, at least. We reserve the right to the enforcement of further damages.
5. If after conclusion of the contract can be seen, that our claim for payment is endangered by lack of performance of the buyer, the rights from § 321 we are entitled to BGB (uncertainty raised). We are also entitled to due to all unverjährten claims from the current business relationship with the buyer and the authorisation to collect according to para. V/5 to withdraw. In payment, we are also entitled to demand the goods back after a reasonable grace period, as well as to prohibit the sale and processing of delivered goods. The withdrawal is not a withdrawal from the contract. The buyer can avert all these legal consequences by payment or security deposit in the amount of our vulnerable payment entitlement. The above provisions shall be without prejudice to the provisions of the insolvency regulation.
6. An agreed discount applies only to the invoiced value excluding freight and requires full compensation of the buyer at the time of discounting all due binding Celts.
IV. delivery times
1. Delivery dates and deadlines are complied with, if up to her end of the delivery item has left our company.
2. Delivery times will be extended to a reasonable extent in measures in the context of industrial disputes, in particular strikes and lock-outs and unforeseeable obstacles which are outside our control, so far as such obstacles are demonstrated that the production or delivery of the delivery item by influence. This also applies if the circumstances occur at suppliers. Such circumstances, we share with the buyer without delay. Accordingly, these rules apply to delivery dates. The execution of the contract for one of the parties is unacceptable, so she can withdraw from the contract in this respect.
V. retention of title
1. All goods delivered shall remain our property (conditional goods) until satisfaction of all claims from the business relationship, irrespective, including claims arising in the future or conditional.
2. Loading and processing of the reserved goods be for us as a producer within the meaning of § 950 BGB, without requiring us to. The processed goods shall be deemed reserved goods within the meaning of point. V/1. During processing, connection and mixing of the reserved goods with other goods by the purchaser co-ownership of the new object in the ratio of the invoice value of the goods to the invoice value of the other goods available to us. Our ownership expires through connection or mixing, transfer the purchaser due to him ownership of the new stock or thing in the amount of the invoice value of the goods to us already and kept them free of charge for us. The hereafter resulting co-ownership rights considered the point products within the meaning. V/1.
3. The purchaser may the reserved goods only in the ordinary course of business to its normal terms and conditions and as long as he is not in default, ownership, provided that the claims from the resale according to the para. Go V/4-V/6 on us. He is not entitled to other dispositions of the goods.
4. The claims of the buyer from the resale of the reserved goods are now assigned to us. They are used in same scale to secure such as the reserved goods. The goods are sold goods sold by the purchaser together with others, not by us, the assignment of the claim from the resale amount of further realisable value of the respective sold goods shall apply. In the sale of goods, to which we co-ownership share according to para. V/2, is the assignment of the claim in the amount of this co-ownership shares.
5. The buyer is entitled to collect claims from the resale to our at any time allowed revocation. We are of the right of withdrawal only in the point. Make use of cases referred to in III/4. At our request, the purchaser is obliged to inform his customers - if we do not do that - immediately of the assignment to us and to give us the necessary information to collect and documents.
6. From a garnishment or other interference by third parties the customer must immediately notify us.
7. Exceeds the value of existing securities exceeds the secured claims a total to more than 50% of, are we obliged at the request of the buyer to release collateral at our discretion.
VI. execution of deliveries
1. With the delivery of the goods to a freight forwarder or carrier, at the latest with leaving the warehouse or drop shipments - the supplier's works the risk in all transactions, even in franko-and free of home deliveries to the buyer. Duty and costs of unloading shall be borne by the buyer. For insurance, we provide only on instructions and the purchaser's expense.
2. We are entitled to make partial deliveries to a reasonable extent. Custom-made goods delivery and short deliveries are allowed in up to 10% of the closed set.
3. In the case of blanket orders, we are entitled to closed to produce the entire order quantity or produce. Any requests for changes can not be considered after placing the order, unless this is expressly agreed. Call dates and quantities can, as far as no firm agreements were reached, be met only in the context of our delivery or manufacturing capabilities. Not according to the contract to retrieve the goods we are entitled to charge them after a reasonable period of grace as delivered.
VII. liability for defects
1. In the case of legitimate, immediate notification of defects, we can eliminate the defect or a perfect thing deliver (subsequent performance) at our discretion. Failure or refusal of the supplementary performance, the buyer may reduce the purchase price or withdraw from the contract after setting and unsuccessful expiry of a reasonable period. Is the defect not substantial,
entitled to only the right of reduction.
2. We accept only, costs in connection with the supplementary performance where they are appropriate in individual cases, in particular in relation to the purchase price of the product. We accept expenses resulting from the fact that the sold goods at a place other than the seat or the establishment of the purchaser is been introduced their contractual use, unless, of course, this would be equivalent.
3. Unless the buyer not occasion gives us to convince us of the deficiency, he of which makes the complained goods or samples in particular at the request not available, he may not rely on defects of the goods.
4. Further demands are in accordance with the point. VIII excluded. This applies in particular to claims for compensation for damage incurred not in the goods themselves (consequential).
VIII. General limitation of liability and statute of limitations
1. Breach of contractual and non-contractual obligations, in particular due to impossibility, delay, fault in contract negotiations and tort shall be liable also for our officers and other agents - only in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at contract conclusion.
2. These restrictions apply in culpable violation of essential contractual obligations, insofar as the achievement of the contractual purpose is endangered, in cases of mandatory liability under the product liability Act, in violation of life, body or health, and even if and insofar as we have fraudulently concealed defects of the thing or their absence guaranteed. The rules on the burden of proof shall remain unaffected.
3. Unless otherwise agreed, contractual claims incurred by the purchaser against us on the occasion of or in connection with the delivery of the goods, shall be two years after delivery of the goods. This deadline also applies to such goods which were used in accordance with their usual manner of use for a building and its Mangelhaftigkeit have caused, it is because this way to use has been agreed in writing. Our liability arising from wilful and grossly negligent breaches of duty, as well as the prescription of statutory recourse claims remain unaffected. In cases of subsequent performance, the limitation period shall start to run again.
IX. intellectual property rights
1 We reserve the ownership and copyright to quotations, drafts, drawings and other documents; they may be made available third parties only in agreement with us. Return on demand offers associated with drawings and other documents.
2. If we have supplied items according to drawings by the buyer, models, samples or other documents, this assumes liability for that property rights are not infringed any third party. We prohibit third parties relying on intellectual property rights in particular the production and supply of such goods, are we - without to examine the legal situation
to be committed to - the right to stop any further activity and fault of the buyer to claim damages. The buyer also undertakes all related claims immediately release us from any third party.
X. test parts, forms, tools
1. The buyer to the execution of the order has large parts, they are free to deliver production facility of the agreed, otherwise a reasonable additional quantity for any Committee in a timely manner, free of charge and replaced. This does not happen so this caused costs and other consequences to the detriment of its go.
2. The preparation of test parts including molds and tools will be borne by the buyer.
3. Ownership of forms, tools and other devices that are required for the production of ordered parts depend on the agreements. Such devices before meeting the agreed volume become unusable, so go for the replacement of required costs at our expense. We are committed to at least two years after the last application make such devices.
4. For tools provided by the buyer, forms and other production equipment, our liability is limited to the care as in their own case. Costs for repair and maintenance is the buyer. Our hold expires - regardless of ownership of the buyer - at the latest two years after the last manufacture from the form or the tool.
XI. place of fulfilment, place of jurisdiction and applicable law
1. Place of performance for our deliveries is our company. Place of jurisdiction for merchants is the location of our principal place of business. We can sue the buyer at his place of jurisdiction.
2. For all legal relationships between us and the purchaser applies German law, including the provisions of the Convention of, the United Nations 11.04.1980 on the international sale of goods (CISG) in addition to these terms and conditions.
XII. authoritative version
In case of doubt, the German version of these general conditions of sale shall prevail