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General Terms and Conditions of Sale
Updated 07/09
1. Scope of application
The following terms of delivery and payment apply to all contracts and other services, including those concluded and provided in the future. Any purchasing terms of the buyer which contradict or deviate from these will not form part of the contract, even if we do not explicitly contradict them. The following terms and conditions apply as the sole binding legal basis for the order or acceptance of goods delivered by us and/or the services provided by us.
2. General Information
2.1 Contractual offers are non-binding in all parts, insofar as no explicitly binding offer is submitted inindividual cases.
2.2 All declarations and agreements must be made in written form to become effective.
2.3 Should individual provisions of these terms of delivery and payment be or become partially or whollyinvalid, the validity of the remaining provisions remains hereby unaffected.
2.4 Changes to the technical design of the ordered goods are permissible, as long as these do not substantially change the function of the goods or the purchaser proves that the change is unreasonable/unacceptable for him.
2.5 We reserve ownership rights and copyrights for illustrations, drawings, and other materials; they mustbe treated confidentially and may not be made accessible to third parties.
3. Delivery
3.1 Unless something different has been explicitly agreed, in the case of the agreed shipment we have done what is required for the fulfilment of the contract if we have shipped the goods in timely fashion, or if pickupby the buyer has been agreed, if we have notified the buyer that the goods are ready to be picked up.
3.2 A contractually agreed delivery period begins only when all required documentation, information andmaterials to be provided by the buyer as well as all required approvals and permissions have been given tous in timely fashion and with the required content and/or agreed quality.
3.3 The agreed delivery period will be extended by circumstances which delay our performance, insofar asthese circumstances are beyond our control. This applies especially to all cases of force majeure.
3.4 Should we default on a delivery, the buyer must set a reasonable subsequent delivery period for us. Upon expiration of this period and a preceding threat of refusal to take delivery, the buyer can cancel the contract. The buyer is entitled to claim compensation for damages if the legal requirements with regard only to
Point 6 have been met.
4. Transfer of risk
The risk of loss or damage of goods to be delivered is transferred to the buyer at the time when we have handed over the goods to the forwarding agent or the haulage contractor or when we have informed the buyerthat the goods are ready to ship. This also applies when we have paid the costs of the shipment to the destination.
5. Inspection obligation, complaints, warranty
5.1 The buyer is obligated to inspect the goods for visible external damage upon receipt of the goods. If such damage is found, the buyer must notify us of the damage without delay. If the goods have been shipped,a report of the facts of the case must be requested, which must be sent to us without delay.
5.2 The buyer must notify us in writing of defects in the delivered goods. In the case of obvious defects, the aforementioned notification must be received by us within 8 days after delivery and/or acceptance of the goods; otherwise any warranty for an obvious defect is excluded.
5.3 For defects of the delivered goods reported within 6 months after delivery, we will fulfil the warranty by remediation or replacement delivery. The buyer has no right whatsoever to remediate the defect himself or to claim compensation for the expenses involved therewith.
5.4 If the remediation or replacement delivery chosen by us fails to solve the problem, the buyer can choose whether to withdraw from the contract, demand a reduction of the price or demand that the defective goods be replaced with goods free of defects. The latter does not apply in those cases in which an individually chosen article was purchased.
5.5 We assume a warranty for our articles to be appropriately designed for a period of 12 months usage in single-shift operation* from their shipping date, to the extent that we will deliver ex-works Hollym free-of charge replacements for all parts found to be prematurely defective due to design, workmanship or material faults when such defective items are freight paid returned to Hollym. We are not liable for damage due to natural wear or improper handling. * The guarantee period shall be reduced to 6 months for 2-shift operation or reduced to 4 months for 3-shift operation.
6. Limitation of liability
6.1 Neither we nor our legal representatives and vicarious agents are liable for compensation of damages, regardless of the legal grounds, in particular arising from the violation of duties in contractual negotiations and from unlawful acts.
6.2 We are liable in accordance with statutory provisions for damages that arise from violations of duties with malicious intent or gross negligence by us or by our legal representatives or vicarious agents.
6.3 Claims for compensation of other damages arising from violations of ancillary obligations or secondary duties in the case of simple negligence are excluded.
7. Prices
7.1 Unless otherwise agreed, our prices apply ex delivery warehouse, excluding packaging, freight and insurance. Value-added tax in the legally prescribed amount will be added to the invoice.
7.2 Should we have to pay taxes, customs duties or similar expenses for deliveries abroad, or should fees or taxes be introduced or increased after conclusion of the contract, these will be additionally borne by the ordering party.
8. Payment
8.1 Our invoices are payable within 30 days after the date of the invoice net. In the case of receipt of payment within 14 days of the date of the invoice we will grant a 2% discount. The payment must take place within these periods so that the amount required settling the invoice is available no later than the due date. The buyer will be in default no later than 10 days after the due date of our invoice, without any reminder being required.
8.2 Checks and bills of exchange will be accepted subject to their eligibility for discount only under a separate agreement and only on account of performance. The buyer is responsible for the costs and bank charges. The credit will be booked on the date on which the counter-value is freely available to us.
8.3 In the case of default of payment by the buyer, we are entitled to treat all receivables arising from the entire business relationship as due immediately. In this case, discount agreements, rebates, price reductions, etc. will be considered to be forfeited.
8.4 In the case of partial deliveries, an invoice will be issued for each delivery, which is to be paid in accordance with the terms specified above.
8.5 If we become aware of circumstances that lead us to believe that the buyer's financial situation is poor or that put his creditworthiness in doubt, we are entitled to stop outstanding deliveries arising from all existing contracts with the buyer or to deliver only against advance payment or against collateral provided. If the buyer does not fulfil such a request within a reasonable period, we are entitled to cancel the contract in part or in full and to demand compensation for damages.
9. Reservation of Ownership
9.1 Our deliveries are always made subject to reservation of ownership. The goods will remain our property until full payment of all obligations arising from the business transaction with the buyer has been made.
9.2 Proper business operation is no longer possible if the buyer discontinues payments, court or out-of-court bankruptcy proceedings have been initiated or a bill of exchange or check given to us is not honoured.
9.3 The buyer is entitled to resell the delivered goods as part of a proper business transaction. He may not pledge or assign as collateral the goods subject to reservation of ownership.
9.4 In the case of resale, at this point the buyer will assign to us all receivables with all ancillary rights arising from the resale. This applies regardless of whether he sells the goods subject to reservation of ownership unprocessed, processed or reprocessed or together with other goods. If the goods are sold together with goods which do not belong to us, the assignment applies only in the amount of the value of the goods subject to reservation of ownership. The value is calculated in accordance with our sales prices.
10. Prohibition of assignment
10.1 The buyer does not have the right to assign rights arising from contracts concluded with us to third partieswithout our prior approval.
11. British laws apply exclusively.
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