GTB

Contents

1.	General Information
2.	Offers, Scope of Services and Conclusion of Contract
3.	Prices and Terms of Payment
4.	Delivery Times, Acceptance and Shipment
5.	Installation and Assembly
6.	Transfer of Risk
7.	Retention of Ownership
8.	Warranty
9.	Liability
10.	Repairs
11.	Copyright

 

1. General Information

1.1	The following terms and conditions of sale and delivery shall apply exclusively to all deliveries and other products and services. They shall apply only to merchants as defined in clause 24 of the AGB Law (German Law on General Standard Terms and Conditions).
1.2	Different conditions of the ordering party which have not been expressly acknowledged by the supplier shall not be binding, even if the supplier has not expressly rejected them.
1.3	Other agreements, changes and ancillary agreements shall require written confirmation.
1.4	The application and interpretation of these terms and conditions of sale and delivery as well as the conclusion and interpretation of the legal transactions with the ordering party itself shall be subject solely to the law of the Federal Republic of Germany. The application of uniform law to the conclusion of international purchase contracts concerning movable objects (BGBl (German Federal Law Gazette)). 1973 I S. 868), the application of the Uniform Law on the International Purchase of Movable Objects (BGBl. 1973 I S. 856) and UN Sales Law shall be excluded.
1.5	If the provisions of these terms and conditions of sale and delivery are found to be invalid, then this shall not affect the validity of the other terms and conditions. The ordering party and supplier shall replace the invalid provisions with new provisions that are legally permissible and come as close as possible to the desired legal and economic aim and purpose.
1.6	The ordering party shall allow the supplier, without providing notification, to process person-related data within the scope of admissibility in the Bundesdatenschutzgesetz (German Federal Data Protection Act), and to inform the departments within the company concerned with the fulfilment of the contractual relationship to the extent required to fulfil the contractual relationship. The supplier shall expressly retain the right to conclude credit insurance for any transaction concluded with the ordering party, and in this connection to give the insurer the necessary details of the ordering party, to which the ordering party shall acknowledge and agree.
1.7	The registered office of the supplier shall be the place of performance for all direct and indirect obligations arising from this contractual relationship, including the payment obligation.
1.8	The court of jurisdiction shall be the place of jurisdiction responsible for the registered office of the supplier. The supplier shall also be entitled to take legal action at a court which is responsible for the registered office or a branch of the ordering party.

 

2. Offers, Scope of Services and Conclusion of Contract

2.1	All offers are non-binding.
2.2.1	The confirmation of order shall be exclusively authoritative for the scope of contractual services.
2.2.2	For customer-specific products , deviations of up to ±10% from the ordered quantity shall be permissible provided that this cannot be avoided for technical reasons and is acceptable to the ordering party.
2.2.3	Even after sending a confirmation of order, the supplier reserves the right to change the design, selection of materials, specification and type provided that these changes do not contradict either the confirmation of order or the specification.
2.2.4	Partial supplies shall be permitted.
2.2.5	The ordering party shall be obligated to accept the delivery objects without limiting his further rights in respect of liability and warranty.
2.2.6	The documentation, such as illustrations, drawing, dimensional and weight specifications, on which the offer of confirmation of order is based are as a rule only to be regarded as approximate values provided that they are not expressly designated as binding.
2.3.1	An order shall not be deemed as accepted until it has been confirmed in writing by the supplier, or alternatively upon delivery, if this has to be performed without a previous confirmation of order. Once placed orders shall be irrevocable.
2.3.2	If there is a significant change to the relationship existing at the time of conclusion of contract, the supplier can refuse delivery until the ordering party has either made a pro rata payment or has provided appropriate security.

 

3. Prices and Terms of Payment

3.1	Unless there is a special agreement, prices are ex works. including loading in the works, but excluding packaging and other shipping and transportation expenses. The packaging shall be charged to the cost price and shall be non-returnable. Value added tax shall be added to the prices at the current legally applicable rate.
3.2	The price shall be taken in each case from the currently applicable price list at the time of shipment. The quantity discount shall be shown in the relevant offers and price lists (quantity scale).
3.3	In the case of appliances that are not intended for "sale from stock", the stated minimum order value stated in the price list shall be invoiced if the order contains less than this minimum order value.
3.4.1	In the case of significant changes to the production costs, which are not foreseeable and not under the control of the supplier, the supplier reserves the right to agree a price with the ordering party that differs from that in the confirmation of order.
3.4.2	In the case of change requests by the ordering party after confirmation of order the additional costs incurred shall be invoiced.
3.5.1	Payments shall be made within 30 days of the dispatch of invoice without any deductions.
3.5.2	The fulfilment date for all payments shall be the day on which the ordering party has initiated the payment of the outstanding amount.
3.5.3	In the case of the period allowed for payment being culpably exceeded, while reserving the right to assert further claims, interest shall be charged at the rate of 5% or after serving a reminder at 4% above the currently applicable discount rate of the Deutsche Bundesbank (German Central Bank).
3.5.4	Bills of exchange and cheques shall not be accepted as payments until after they have been credited without reservations. Bank, discount and other charges shall be borne by the ordering party.

 

4. Delivery Times, Acceptance and Shipment

4.1.1	The supplier shall strive to comply with the stated delivery terms. The stated delivery times shall be based on best estimates but are not binding unless a fixed date has been agreed in the confirmation of order.
4.1.2	The delivery time shall begin with the dispatch of the confirmation of order. However there shall be a reasonable extension of this time if the ordering party does not submit in good time the documentation, approvals etc. he has to supply or does not comply with his important contractual and financial obligations. The same shall apply to measures in the context of labour disputes, in particular strikes and lockouts, and the occurrence of unforeseen hindrances outside the control of the supplier, such as delayed deliveries by a subcontractor, disruption of transportation or operations, shortage of materials or energy, and which verifiably have a substantial effect on the manufacture or delivery of the object of the supply. Furthermore, the above-mentioned circumstances shall not be the responsibility of the supplier if they occur during an already existent delay of delivery.
4.1.3	The delivery period shall have been complied with if the object of the delivery has left the works or readiness for dispatch has been notified by its expiry date.
4.1.4	If the supplier is still in default even after the expiry of a reasonable extension of time set by the ordering party and this causes the ordering party verifiable damage, then, to the exclusion of all further claims, he shall be entitled to demand for each full week of the delay one half per cent up to a total of five per cent of the value of that part of the supply or other services which cannot be used in due time or in accordance with the contract on account of the delay. All cases of delayed delivery or service shall be excluded from further reaching claims for damages by the ordering party. This shall not apply as far as mandatory liability applies in cases of intent or gross negligence.
4.1.5	This shall not affect the right of the ordering party to withdraw from the contract after the fruitless expiry of a reasonable extension of time granted to the supplier.
4.2.1	Provided that fixed periods of acceptance have not been agreed, the ordering party shall accept the object of the supply within 8 days of notification of completion.
4.2.2	If the ordering party has submitted an order on call, he shall undertake to call up the object of the supply - all of it in the case of ordering multiple objects of the supply - within 12 months calculated from the date of the order. Point 4.2.1 shall apply accordingly. Special conditions shall apply to development orders.
4.2.3	If the ordering party does not fulfil his obligations as stated in 4.2.1 and/or 4.2.2, then the supplier shall be entitled, without prejudice to further legal claims, to demand immediate payment, to store the object of the supply on the account and at the risk of the ordering party, or to otherwise dispose of the object of the supply and to supply the ordering party at the next possible point in time. In these cases the risk of accidental loss or accidental impairment shall be transferred to the ordering party upon notification of readiness for dispatch.
4.3.1	Shipment shall be ex works at the cost and risk of the ordering party. The supplier shall conclude transport, breakage, theft and other insurances only at the express request and on the account of the ordering party.
4.3.2	If shipment is postponed at the request of the ordering party, then starting one month after notification of readiness for dispatch he shall be charged the costs of storage in the supplier plant, but in any case at least one half percent (0,5%) of the invoice amount for each month. After a reasonable period of notice has been set and expired fruitlessly, the supplier shall be entitled to otherwise dispose of the object of delivery, and to supply the ordering party within a reasonably extended period of time.

 

5. Installation and Assembly

The supplier's "Terms and Conditions for Installation and Assembly" shall apply to the installation and assembly services which are made available to the ordering party if the contract includes corresponding services.

 

6. Transfer of Risk

The risk shall be transferred to the ordering party with the acceptance, on the day of unfounded refusal of acceptance, in case of inactivity of the ordering party after expiry of the time limits of the preceding clauses 4.2.1 and 4.2.2 or any separately agreed period of acceptance. If the dispatch of the object of the supply to the ordering party or to third parties has been agreed, then the risk shall be transferred upon the transfer of the object of the supply to the shipping company (haulier, railway etc.). In any case the risk shall be transferred when the object of the supply is brought into use. If the supplier takes back the goods for reasons for which he is not responsible, then the ordering party shall bear the risk until the goods are received by the supplier.

 

7. Retention of Ownership

7.1	Sold goods shall always remain the property of the supplier until all payments arising from the business relationship have been made. The supplier shall undertake to release relevant securities when at least 90% of outstanding payments have been made.
7.2	The ordering party may not pledge or assign by way of a security goods delivered under retention of ownership. In the case of distraints or seizure or other orders by third parties, he shall notify the supplier of this without delay.
7.3	If the goods are processed or modified by the ordering party, then the retention of ownership shall extend to the entire new object. In the case of processing, combining or mixing with third party objects, the supplier shall acquire joint ownership that corresponds to the ratio of the value of his goods to that of the other objects used by the ordering party at the time of processing, combining or mixing. The ordering party shall be entitled to resell goods subject to retention of ownership within the scope of the ordinary course of business. If ordering party sells these goods without receiving the complete purchase price in advance or concurrently against transfer of the purchased object, then he shall agree retention of ownership with his customer in accordance with these conditions. At this point the ordering party shall already assign his outstanding payments from the reselling and his rights arising from the agreed retention of ownership to the supplier. At the request of the supplier he shall be obligated to reveal the purchasers and the transfer and to provide the information and documentation required for the supplier to assert his rights against the purchasers.

 

8. Warranty

8.1	In the case of defects in the goods delivered by the supplier which are notified to him within 6 months of bringing into use, but in any case at the latest 9 months after transfer of risk, the supplier shall, at his discretion, repair the defective goods or supply replacement goods, to which he shall also be entitled to in the event of unsuccessful repair. In the case of obvious defects the supplier shall be notified in writing at the latest within 14 days of transfer of the goods to the ordering party or in the case of non-recognisable defects immediately on detection of the defects. The ordering party shall retain the right to demand annulment of the contract or a reduction of the price if the attempts at repair or the replacement delivery are unsuccessful. Replacement or wearing parts or parts for further processing shall be examined by the ordering party without delay after delivery, and any defects must be notified without delay. For defects which could have been found before installation or processing, all claims under warranty eliminated shall lapse after processing or installation.
8.2	If the ordering party instigates an inspection of delivered goods and notifies a fault for which the supplier would be liable according to the above-mentioned number 8.1, then the ordering party shall bear the costs incurred if it is found that there is no defect.
8.3	Further reaching claims of the ordering party, in particular on account of consequential damages shall be excluded provided that they do not result from the absence of guaranteed characteristics. This shall not apply if the supplier is culpable of intent or gross negligence.
8.4	Costs for the submission and return of the object of the supply and for its packaging shall be borne by the supplier, unless something else has been agreed by the ordering party and the supplier.
8.5	For the rest, §438 BGB applies. Deviating from this, claims for defects become statute-barred after one year. The warranty does not cover wearing parts. The warranty period begins after commissioning at the customer's site, but no later than 4 weeks after delivery.
8.6	The warranty applies to Germany. In the case of guarantee assignments abroad, only the on-site working hours are covered.

 

9. Liability

9.1	Claims for damages by the ordering party - on whatever legal grounds, as well as those arising from a tortious act or compensation for consequential damages - shall be excluded. This shall not apply if the supplier is culpable of intent or gross negligence or incurs liability for the absence of guaranteed characteristics.
9.2	The exclusion of liability shall not apply if the ordering party asserts claims under the terms of the Product Liability Law for personal injuries and damage to property which are caused by defects in the delivered object.
9.3	The supplier shall not be liable for damage arising from the following causes: Unsuitable or improper use, incorrect installation or commissioning by the ordering party or third parties, non-compliance with the operating instructions, incorrect or negligent handling, normal wear and tear, chemical, electrochemical or electric influences, provided that they are not caused by intent or gross negligence of the supplier, non- approved modifications or repair work.
9.4	Advice given to the ordering party concerning the use of the object of the supply shall only be binding on the supplier if he has issued this in writing or confirmed it.

 

10. Repairs

The supplier's "Terms and Conditions for Maintenance and Repair" shall apply to repair services, which shall be made available to the ordering party if the contract includes corresponding services.

 

11. Copyright

11.1

The supplier shall retain the ownership of drawings, sketches, cost estimates and his other documents enclosed with his offers and confirmations of order. The ordering party may only use them for the agreed purpose and may not copy them or make them available to third parties without the agreement of the supplier. On request these documents themselves and all copies of them shall be returned to the supplier.

11.2

Tools and or equipment manufactured by the supplier shall remain his property even if their costs have been wholly or partially invoiced. At the request of the ordering party, the supplier shall be obligated to reimburse the time value or proportional time value of the tools and/or the equipment. If the supplier refuses then the ordering party can demand issuance.