General Terms and Conditions of Sale and Delivery (GTCS), for contracts outside the WebShop
These General Terms and Conditions of Sale and Delivery are binding insofar as they are declared applicable in an offer or in the order confirmation. Any terms and conditions of the Purchaser to the contrary shall only be valid insofar as they have been expressly accepted by the Supplier in writing.
All agreements and legally relevant declarations of the contracting parties must be in writing in order to be valid.
2. offers and placing of orders
The order signed by the Purchaser is a binding offer. The contract shall be deemed concluded when the Supplier has confirmed its acceptance in writing after receipt of an order.
Offers of the supplier are always subject to change.
Documents belonging to the offer such as illustrations, drawings, weights and dimensions are non-binding unless they are expressly designated as binding. The supplier retains ownership of the documents; they may not be made accessible to third parties.
3. scope of delivery, assembly
The order confirmation shall be decisive for the scope and execution of the delivery and service. Material or services not included therein shall be charged additionally.
Partial delivery is permissible insofar as this does not place an unreasonable burden on the customer.
4. prices and assembly costs
Unless otherwise agreed, the Supplier's prices are net, ex works, excluding packaging, transport, insurance, assembly, installation and commissioning.
Assembly costs shall be invoiced separately. The necessary tools and assistants shall be made available to the supplier's fitters free of charge. If a cost estimate is prepared, the supplier shall not assume any warranty for the price estimates of the estimate.
5. terms of payment
The supplier's invoices are payable immediately net.
Payments shall be made by the Purchaser at the Supplier's registered office without deduction of expenses, taxes and fees of any kind.
In the event of default in payment by the Purchaser, the Supplier reserves the right, in addition to the statutory claims, to immediately stop planned deliveries and to change the terms of payment.
The Purchaser is only entitled to offset counterclaims recognised by the Supplier in writing or legally established against claims of the Supplier.
6. retention of title
The supplier retains title to the delivery until it has been paid for in full. This retention of title shall secure all claims which the Supplier acquires against the Purchaser in connection with the delivery, e.g. due to repairs, assembly, delivery of spare parts or other services, also subsequently.
For the duration of the retention of title, the customer is obliged to take the measures necessary to protect the supplier's property and to inform the supplier immediately in the event of damage. Furthermore, the Purchaser shall remedy any damage properly and professionally at its own expense.
The Purchaser is authorised to sell the delivery item in the ordinary course of business. The Purchaser hereby assigns to the Supplier in advance the purchase price claim resulting from this resale in the amount of the final invoice amount (including VAT). The supplier authorises the purchaser to collect this claim himself until revoked.
For its part, the Purchaser undertakes to retain title to the object of purchase if its customer does not pay in full at the latest when the object of delivery is handed over.
In the event of inseparable combination of the supplier's reserved goods with other items, the supplier shall be entitled to co-ownership of the combined items in the ratio of the final invoice amount of the reserved goods to the purchase price of the other combined items at the time of combination.
The assignment to secure the claims in accordance with clause 6.3 also includes such claims which the customer acquires against a third party as a result of a combination of the reserved goods with another object.
The retention of title shall also remain in force for claims of the supplier arising from the business relationship until the settlement of claims in connection with the purchase.
At the request of the Purchaser, the Supplier shall be obliged to waive the reservation of title if the Purchaser has fulfilled all claims in connection with the object of purchase in an incontestable manner and adequate security exists for the remaining claims from the ongoing business relations.
The Supplier undertakes to release, at the request of the Purchaser, securities which it has made available to the Supplier under this contract to the extent that they are no longer required to secure the Supplier's claims arising from the current business relationship, in particular to the extent that they exceed the amount of all secured claims by more than 20%.
The assertion of the reservation of title as well as the seizure of the delivery item by the supplier shall not be deemed a withdrawal from the contract.
7. delivery time and storage costs
The delivery period begins with the acceptance of the order by the supplier and after complete clarification of the technical issues. The delivery period shall be deemed to have been complied with if the delivery has left the factory or the Purchaser has been notified of readiness for dispatch by the time the delivery period expires.
The delivery period shall be extended appropriately
- if the information required for the execution of the order is not received by the supplier in good time or if it is subsequently amended by the purchaser;
- if payment deadlines are not met
- if hindrances occur which the supplier cannot avert despite exercising due care, irrespective of whether these arise at the supplier's, at the purchaser's or at a third party's premises. Such obstacles are events of force majeure, for example epidemics, mobilisation, war, riots, significant operational disruptions, accidents, labour disputes, delayed or defective delivery of the required raw materials, semi-finished or finished products, rejection of important workpieces, official measures or omissions, natural events.
If dispatch is delayed at the request of the Purchaser, the Supplier reserves the right to invoice the Purchaser for the costs incurred by storage, but at least ½ of the invoice amount. The obligation to bear the storage costs shall commence one month after notification of readiness for dispatch.
8. delay in delivery
The Purchaser shall be entitled to claim compensation for delayed Supplies where the delay is not due to circumstances referred to in Clause 7.2. The Purchaser shall be entitled to compensation for delay if it can be proved that the Supplier is responsible for the delay and that the Purchaser has suffered damage as a result of the delay. If the customer is helped out by a replacement delivery, the claim for compensation for delay shall not apply.
The compensation for delay shall amount to a maximum of ½ % for each full week of delay, but not more than 5 % in total, calculated on the contract price of the delayed part of the delivery. The first two weeks of delay shall not give rise to a claim for compensation for delay.
The Purchaser shall have no rights and claims for delay in delivery or performance other than those expressly set out in Clauses 8.1 and 8.2.
9 Delivery, transfer of risk, transport and insurance
Delivery shall be made from the supplier's registered office, which is also the place of performance. At the request and expense of the Purchaser, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, the supplier is entitled to determine the type of shipment (in particular transport company, shipping route, packaging) himself.
The products shall be carefully packed by the supplier. The packaging shall be charged to the Purchaser at cost price. The supplier must be informed in good time of any special requests regarding dispatch and insurance. The risk of accidental loss and accidental deterioration of the goods shall pass to the Purchaser at the latest upon handover, even if partial deliveries are made or the Supplier has assumed other services, e.g. assumption of the shipping costs, delivery or assembly. However, in the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day of notification of readiness for dispatch. Complaints in connection with the transport shall be addressed by the orderer to the last carrier immediately upon receipt of the delivery or the shipping documents.
Insurance against damage of any kind shall be the responsibility of the Purchaser. Even if it is to be taken out by the Supplier, it shall be for the account of the Purchaser.
10. inspection and acceptance of the delivery
If the customer is an entrepreneur, he must inspect the delivery immediately after receipt of the consignment. If a defect is found, this must be reported immediately and specifically.
The period for giving notice of defects shall be one week; the date of receipt of the written notice of defects (including fax) by the supplier shall be decisive. If the defect only becomes apparent later, the notification must be made in writing immediately after discovery of the defect. If the purchaser fails to carry out the proper inspection and/or give notice of defects, the supplier's liability for the defect not notified (Clause 11) shall be excluded.
The warranty rights of the entrepreneurial customer shall lapse insofar as he fails to comply with his obligations under Clauses 10.1 and 10.2.
The entrepreneurial buyer must return the rejected goods to the supplier in the original or equivalent proper packaging, carriage paid.
11 Warranty and liability
The supplier warrants that the products delivered by him are free from manufacturing and material defects.
The basis for liability for defects is primarily the agreement reached on the quality of the goods. The agreement on the quality of the goods shall be deemed to be the product descriptions designated as such which were provided to the customer prior to his order or which were included in the contract in the same way as these GTC. Warranted characteristics are only those that are expressly designated as such in the order confirmation or instructions for use. The assurance shall apply at the longest until the expiry of the warranty period.
In the event of material defects, the supplier shall be entitled to choose between rectification of the defect or replacement delivery. The supplier shall be granted a reasonable period of at least 20 working days to remedy the defect. Insofar as this is reasonable for the Purchaser, the Supplier shall be entitled to make several attempts to remedy the defect.
This shall also apply insofar as the Supplier has undertaken towards the Purchaser to perform work within the meaning of § 631 ff BGB.
If a defect within the meaning of Clause 11.3 is not remedied in due time, the Purchaser may demand a reduction of the purchase price, rescission of the contract or damages in accordance with the following provisions (11.5 and 11.6).
In the event of only minor defects, however, the Purchaser shall not be entitled to withdraw from the contract.
Damages shall be limited to the foreseeable, contract-typical and direct average damage according to the type of goods.
This limitation shall not apply to claims arising from injury to life, limb or health for which the Supplier is responsible and other damages based on an intentional or grossly negligent breach of duty by the Supplier.
If the purchaser chooses to withdraw from the contract due to a defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect. § Section 325 BGB is waived in this respect.
The warranty shall expire prematurely if the Purchaser or third parties carry out improper modifications or repairs, do not follow the Supplier's operating or maintenance instructions or if the Purchaser, if a defect has occurred, does not immediately take all appropriate measures to mitigate the damage and give the Supplier the opportunity to remedy the defect.
The warranty period is two years from delivery of the item.
All cases of breach of contract and their legal consequences as well as all claims of the customer, irrespective of the legal grounds on which they are based, are conclusively regulated in these terms and conditions. In particular, all claims for damages, reduction, cancellation of the contract or withdrawal from the contract not expressly mentioned are excluded. Liability for consequential damages is excluded, insofar as mandatory provisions of product liability law do not conflict with this.
12 Applicable law
This contract is subject to German law.
The application of the UN Convention on International Sales of Goods (CISG) is excluded.
13. place of jurisdiction
The place of jurisdiction is the registered office of the supplier.
The supplier may also choose to sue at the purchaser's place of jurisdiction.
14 Severability clause
Should any of the above GTC be or become invalid, the remaining provisions shall remain valid. In this case, the parties shall make permissible agreements for the invalid provisions which, on the one hand, comply with the statutory provisions and, on the other hand, come as close as possible to the originally desired purpose.
General Terms and Conditions of Sale and Delivery (GTCS) Status 01 August 2011
allsafe GmbH & Co. KG