Terms and Conditions
General Terms and Conditions of Sale and Delivery
Offer
1. Our Offer is in all cases subject to change without notice. Weight
statements, dimensions, performance data, etc. are only approximate and
are not binding. We retain copyright to documents included in the delivery;
they may not be made accessible to third parties.
2. If goods are delivered without a previous written order confirmation,
the contract is created through delivery. Through signature of the delivery
note - even if signed by a messenger or carrier - the purchaser recognises
our General Terms and Conditions of Sale and Delivery.
3. We reserve the right to make design changes or other changes
any time.
Prices
4. The prices which apply for goods and services on the date of
dispatch are decisive. These prices are ex works Krefeld, excluding packaging
and freight costs, plus value-added tax at the statutory rate which applies
at the relevant time.
5. If fixed prices are agreed, increases in material prices or wages
between the date when the contract is entered into and the date of delivery
entitle us to make corresponding price increases.
Payment
6. In the absence of an agreement to the contrary , the purchase
price must be paid in cash in German currency without deduction. Invoices
for small parts, repairs and installation are payable immediately in cash
without deduction. Retention of payment because of complaints or counterclaims
of the customer and also offsetting are excluded. This also applies, if
as the result of force majeure or circumstances outside our control, objects
sold cannot be delivered, installed or commissioned. Lapsed payments must
be made even if follow-up work on the equipment supplied proves necessary,
regardless of weather this takes place n the context of guarantee services
or as the result of supplies not yet delivered. If a customer is in arrears
with payment, he is not entitled to make guarantee claims.
7. In the case of payment by bill of exchange, the following applies:
Delivery
8. In the absence of written confirmation to the contrary, stated
delivery and completion dates ate not binding. The delivery time is deemed
to have been met if, before its expiry, the object of delivery has left
the works or readiness for dispatch is notified. The delivery time is extended
appropriately in the case of strikes, lockouts or unforeseen hindrances.
This also applies if such circumstances arise for subcontractors. The aforementioned
circumstances are not the responsibility of the supplier even if they arise
during already existing default. In important cases, the start and end of
such hindrances will be notified by the supplier to the customer as soon
as possible.
9. If dispatch is delayed at the request of the customer, the object
of delivery may be invoiced by us on the date of readiness for dispatch.
10. Compliance with the delivery time is conditional on fulfilment
of the contractual duties of the customer.
11. Claims by the customer for compensation for damage or loss in
all cases of late delivery are excluded, even after the expiry of any additional
deadline stipulated for the supplier. This does not affect the customers'
right of rescission.
12. The supplier is entitled to make part deliveries.
Passing of risk
13. The risk passes to the customer at the latest after loading
of the goods ex works. This applies even if part deliveries are made or
the supplier has undertaken other costs or services, eg dispatch costs or
carriage and erection.
14. At the express request of the customer, the consignment is insured
by the supplier at the expense of the customer against theft, breakage,
damage in transit, fire and water damage.
15. If dispatch is delayed because of circumstances attributable
to the customer, the risk passes to the customer on the date of readiness
for dispatch; the supplier is, however, obligated on request by the customer
to arrange at the expense of the customer any insurance demanded by the
customer.
Retention of title
16. All goods supplied by us remain our property until complete
payment of the purchase price including all incidental claims - in the case
of payment by cheque or bill of exchange, until the check or bill is honoured,
and in the case of an open-account business relationship, until settlement
of all our claims regardless of the delivery to which the outstanding claims
may relate. Until complete payment, sales of the goods is only permissible
in the normal course of business. In the case of permission sales, the
sales proceeds takes the place of the goods up to the amount of our total
claim. Invoice amounts collected must be promptly transferred to us in consideration
of our title. Claims against third parties as the result of resale must
be assigned to us as security in the amount of our total claim without a
special agreement being required in individual cases. While retention of
title exists, we are entitled in the case of payment default by the customer
to withdraw from the contract and take back the goods without prior notice.
Guarantee
17. Goods supplied by us are guaranteed for one year, counting from
the date of delivery. If the goods delivered display major defects attributable
solely to defects in material, design or production, the customer is entitled
to demand appropriate repairs or, if appropriate, the supply of parts without
charge return for surrender of the parts subject to complaint. The customer
otherwise bears the costs. In the event that the repairs or replacement
delivery are not satisfactory, the purchaser is entitled to demand a price
reduction or at its choice rescission of the contract.
18. The customer's right to pursue claims for defects is in all
cases time-barred after six month from the date of timely complaint, but
at the earliest on expiry of the guarantee period. All guarantee rights
of the customer lapse if, without our written consent, it carries out modifications
or repairs to goods delivered or repaired by us, or arranges for such modifications
or repairs to be carried out by third parties.
19. The guarantee period for replacements and repairs is three months
but runs at least until expiry of the original guarantee period for the
object supplied. The original guarantee period is not extended as the result
of any remedial work which may be required.
20. No guarantee is provided for damage or loss incurred for the
following reasons: Unsuitable or improper use, incorrect installation and/or
commissioning by the customer or third parties, normal wear and tear, incorrect
or negligent handling, unsuitable operating materials, defective building
work, unsuitable building land, unsuitable erection premises, inadequate
ventilation and/or chemical, electro-chemical or electrical influences,
unless attribute to fault by the supplier.
21. For the supplier to carry out all repairs and replacements which
appear necessary to the supplier at its reasonable discretion, the customer
must by agreement give the supplier the necessary time and opportunity,
otherwise the supplier is exempt from liability for defects.
22. Of the costs directly incurred for repair or replacement in
the case of justified complaints, we bear the cost of replacement including
carriage, and reasonable dismantling and reinstallation costs, plus the
costs for any installation workers and their assistants if this can reasonable
be demanded in the circumstances. The customer otherwise bears the costs.
In accordance with the regulation stipulated in § 476 a clause 2 of
the German Civil Code/BGB, we do not bear any additional costs incurred
in the course of remedial work as a result of the fact that the customer
or other recipient, after the gods are delivered to it, takes them to another
place, unless this place is its place of residence or a business branch.
This applies in particular to goods intended for resale.
23. In the case of key third-party products which we do manufacture
ourselves, our liability and guarantee are limited to assignment of the
liability and guarantee claims due to us against the supplier of the third-product.
24. Further claims by the customer, particularly with regard to
compensation for damage or loss not incurred directly in the object delivered,
are excluded. This exclusion of liability does not apply in the case of
wilful intent, gross negligence by the owner of executive staff, or culpable
infringement of major contractual duties. In the case of culpable infringement
of major contractual duties, the supplier is liable - except in the case
of wilful intent or gross negligence by the owner or executive staff - only
for reasonably foreseeable damage or loss typical for the contract. The
exclusion of liability also does not apply where liability exists for personal
injury or material loss under the Product Liability Law in the case of defects
in the object delivered which relate to privately used goods. It also does
not apply in the case of absence of expressly promised characteristics if
the promise was made for the express purpose of insuring the customer against
damage or loss not incurred in the object of delivery itself.
25. If through the fault of the supplier, the object delivered cannot
be used in accordance with contract because of omitted or incorrect execution
of suggestions or advice before or after the contract was entered into or
other incidental contractual obligations particularly with regard to instructions
for operation and maintenance of the object supplied, the above regulations
under the section "Guarantee" apply accordingly to the exclusion
of further claims by the customer.
Withdrawal by the customer
26. If the supplier's undertaking to supply good or services becomes
impossible to fulfil, the customer in entitled to withdraw form the contract,
but without any right to claim compensation for damage or loss.
27. In addition, the customer is entitled to withdraw from the contract
if a reasonable period is allowed to the supplier for correction of a defect
for which it is responsible, or which is accepted pr proven in accordance
with the terms and conditions of delivery, and the supplier allows this
period to pass without fruitful results. The customer must prove that its
interests in the delivery are substantially impaired by the defect.
28. If objects of the same type are ordered and part of the delivery
is impossible in numerical terms, the customer in entitled to reduce its
counterperformance accordingly.
29. If the impossibility of delivery arises during acceptance default
or through fault of the customer, the customer's duty of counterperformance
remains in force.
30. As far as legally permissible, all other claims by the customer
in excess of the above are excluded. This includes in particular cancellation
of the sale, termination of the contract or a reduction in the selling price,
and claims for compensation of damage or loss of whatever kind, including
damage or loss which is not incurred in the object of delivery itself.
Withdrawal by the supplier
31. The duty to make delivery is conditional on the absolute creditworthiness
of the customer. If, after the contract is entered into, the supplier receives
information which means that it may be unwise to give credit in the amount
of the order if circumstances arise which raise doubts in this regard, the
supplier is entitled to demand advance payments or securities or compensation
for nonperformance or alternatively to withdraw from the contract.
32. If unforeseen events in accordance with section 8 of the Terms
and Conditions of Delivery significance change the content or economic significance
of performance or have a significant impact on the supplier's operations,
or if impossibility of execution is subsequently established, the contract
is correspondingly adjusted. If this is not economically reasonable, the
supplier is entitled to withdraw from the contract in whole or in part.
33. Claims by the customer for compensation for damage or loss as
the result of such withdrawal are excluded. If the supplier wishes to exercise
its right of withdrawal, it must promptly notify this to the customer when
it becomes aware of the impact of the incident in question. This applies
even if an extension of the delivery period was initially agreed with the
customer.
Concluding provisions
34. Contractual agreements take precedence over the General Terms
and Conditions of Sale and Delivery it they vary from the latter.
35. The place of performance for both parties is Krefeld.
36. If claims are pursued through court debt-collection procedures
or both parties are registered traders (Vollkaufleute) or a party does not
have a general place of jurisdiction in Germany or a party moves to Germany
to a foreign country after the contract is entered into or if the place
of residence is not known when the action is filed, the place of jurisdiction
for both parties is Krefeld.
37. If any of the above provisions should be invalid, this does
not impair the validity of the remaining provisions. Any invalid provisions
is replaced accordance with the sense of the other provisions.
Contracts for goods and services are entered into exclusively in accordance with these Terms and Conditions. Contradictory purchasing terms and conditions of the customer are not binding on us even if we fail to countermand them explicitly. Verbal, telegraphic and telephone agreements are not binding unless confirmed by us in writing.
Baumer hhs GmbH
Adolf-Dembach-Straße 7
D-47829 Krefeld
Phone +49 (0)2151-4402-0
Fax +49 (0) 2151-4402-111