D+S Präzisionsteile Maier GmbH
|Telephone:||+49 7042 - 818890|
|Telefax:||+49 7042 - 818899|
§ 1 General Information, Scope
- Our terms and conditions of delivery apply to all our offers and contracts concluded with entrepreneurs. These are natural or legal persons or partnerships with legal capacity who act by exercising a commercial or self-employed professional activity.
- Deviating, conflicting or supplementary terms and conditions shall not become part of the contract unless their validity is expressly agreed.
§ 2 Offers, Conclusion of Contract
- Our offers are always subject to change and non-binding subject to our written order confirmation. A contract shall only be concluded with our written order confirmation if no special agreement exists or is concluded.
- The documents belonging to an offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding.
- We reserve all property rights and copyrights to cost estimates, drawings and similar information of a tangible and intangible nature - also in electronic form; they may only be made accessible to third parties with our express consent and must be returned immediately on request if no order is placed.
- Construction drawings are not submitted before a binding order is placed.
- In the event of an order, the purchaser shall be liable for the correctness, completeness and accuracy of the order documents and order data.
- We reserve the right to make product changes due to technical progress and for product improvement.
§ 3 Prices and Terms of Payment
- Our prices are quoted ex works or ex warehouse in euros plus the value added tax applicable at the time of delivery, excluding packaging and other shipping and transport costs.
- If an order is executed in several sections, we shall be entitled to invoice the individual sections separately. In the event of default in payment, we may suspend delivery until payment has been made.
- We shall only accept bills of exchange or cheques on the basis of an express agreement and only on account of payment. All costs and expenses resulting from this shall be paid by the customer. Bills of exchange and cheques shall only be credited after unconditional receipt of the net proceeds and only in the amount of this.
- All invoices are due within 30 days of the invoice date or within 10 days with a discount of 2%. We reserve the right to deviate from these conditions in individual cases.
- All our claims shall become due immediately, irrespective of any payment period, deferment or term of any bills of exchange or other papers accepted, if we become aware of circumstances which are likely to reduce the creditworthiness of the customer. In this case we can demand immediate advance payment and appropriate security for any deliveries and services still outstanding from us or withdraw from the contract after a reasonable period of grace.
- Rights of retention of the customer due to disputed or not legally established claims as well as offsetting with disputed or not legally established claims are excluded.
§ 4 Delivery Times
- Delivery periods are always to be understood as expected, even if this is not specifically mentioned. They shall only commence after fulfilment of the agreed delivery prerequisites (e.g. provision of documents, sample releases, agreed advance payments) as well as clarification of all technical questions connected with the subject matter of the contract. Compliance with our delivery obligations presupposes the timely and proper fulfilment of the purchaser's obligations.
- Our delivery promise is subject to receiving deliveries ourselves. We shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for us, such as e.g. subsequently occurring difficulties in procuring materials, shortages of resources, official measures, strike, lockout, etc., even if these occur at our suppliers or our sub-suppliers, even in the case of bindingly agreed deadlines and dates. They entitle us to postpone the delivery for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in the event of hindrances that are not merely temporary. We undertake to inform the purchaser immediately of the non-availability and to reimburse any consideration already received without delay in the event of withdrawal.
- If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the delivery item shall also pass to the purchaser at the point in time at which the purchaser defaults on acceptance. Furthermore, we shall be entitled to withdraw from the contract and to claim damages for non-performance after the fruitless expiry of a reasonable grace period.
§ 5 Transfer of Risks and Shippment
- Shipment shall be at the risk of the purchaser. The risk shall pass to the purchaser when the goods are handed over to the carrier, irrespective of whether the carrier has been commissioned by the purchaser, the manufacturer or by us. At the purchaser's request, we undertake to take out the insurance policies required by the purchaser at the latter's expense.
- In the event of transport damage, it is the responsibility of the purchaser to immediately arrange for a statement of facts to be made at the competent office, as otherwise any claims against the transport agent as well as against an insurance company may lapse.
- Transport and other packaging shall not be taken back. The purchaser is obliged to dispose of this at his own expense.
§ 6 Retention of Title
- Until full payment of all our claims, all items delivered by us to the purchaser remain our property, even if the purchase price for especially designated claims has already been paid.
- We are the owner of the reserved goods, the purchaser is the custodian. As the custodian, the purchaser is in particular obliged to properly secure and care for the goods and to ensure that no danger to property or persons is possible. The possible risks must be duly covered by insurance.
- Treatment and processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of sec. 950 of the German Civil Code [Bürgerliches Gesetzbuch, BGB] without, however, obligating us. The processed goods shall be deemed to be goods subject to retention of title.
- If the goods subject to retention of title are processed, mixed or combined with goods subject to retention of title from other suppliers not supplied by us, the purchaser hereby assigns to us his rights of ownership or co-ownership in the new entity in the ratio of the invoice value of our goods subject to retention of title to the invoice value of the other goods and the processing value.
- Until revoked, the purchaser may resell the goods delivered by us and the items resulting from their processing in the ordinary course of business.
- The purchaser hereby assigns to us as security the claims arising from the resale in the amount of our total purchase price claim until all our claims have been settled in full. Insofar as the goods have been processed, mixed or blended, the assignment shall be made in the ratio of the retention of title in the total value of the goods.
If the purchaser has sold the claim within the scope of genuine factoring, he shall assign to us the claim against the factor taking its place. In this case, the purchaser is obliged to inform us immediately and to inform us of the name of the factor.
- The purchaser is authorised to collect the assigned claims as long as he fulfils his payment obligation towards us in accordance with the contract and does not fall into financial difficulties. He shall in any case no longer be entitled to collect if we revoke the authorisation or disclose the assignment. The purchaser is not entitled to dispose of the reserved goods in any other way (e.g. pledging, transfer by way of security, etc.). At our request, the purchaser is obliged to provide information on all assigned claims, in particular to provide a list of debtors with names, addresses, amount of the claims, date and number of the invoices as well as information on existing global assignments.
- The purchaser's right to possess the goods subject to retention of title shall expire if he is in default with regard to his obligations towards us or if circumstances arise which entitle us to demand immediate payment of the claims. Upon request, the purchaser shall return the reserved goods subject to retention of title to us at his own expense. As the indirect owner of the reserved goods subject to retention of title, we also have the right to enter the purchaser's premises and to remove the reserved goods subject to retention of title for security purposes, without this immediately constituting a withdrawal from the contract. Furthermore, we are authorised to claim and realise values of the purchaser which are subject to our actual influence as security.
- The purchaser must inform us immediately of any seizure or other interference by third parties. He shall also immediately inform the third party of the existence of the retention of title.
- If the value of the claims assigned to us as security exceeds our total claim by more than 10%, we shall release securities of our choice to this extent at the customer's request.
§ 7 Warranty, Obligation to Inspect and Notify about Defects
- The items delivered by us must be inspected immediately for defects, even if samples were sent. The delivery or service shall be deemed to have been approved if obvious defects or defects discovered during inspection, differences in quantity or an obvious wrong delivery are not notified to us in writing within a preclusive period of 8 days after arrival of the goods at the place of destination, but in any case before using as a compound, mixing or processing. Hidden defects and possible defects must be reported in writing within a preclusion period of 8 days after their discovery or occurrence at the latest.
- In the event of justified complaints, the purchaser must first give us the opportunity to remedy the defect within the framework of supplementary performance. If the supplementary performance fails, the purchaser shall be entitled either to demand a reduction of the remuneration or to withdraw from the contract. However, in the event of only minor breaches of contract, in particular only minor defects, the purchaser shall not be entitled to withdraw from the contract. If the purchaser chooses to withdraw from the contract after supplementary performance has failed, he shall not be entitled to any additional claim for damages on account of the defect.
- Unless the law prescribes longer deadlines in the case of buildings, items for buildings and claims under a right of recourse, all warranty claims shall become statute-barred 12 months after the transfer of risk after acceptance, in the case of acceptance.
- Defects caused by repair work or other interventions carried out by the purchaser or third parties without our consent are not subject to the warranty. The same shall apply if the delivery item is used for purposes other than those agreed or if the delivery item is used under extraordinary operating conditions of which we were not notified in writing when the order was placed.
- Replaced parts shall become our property.
§ 8 Liability, Claims for Damages
- Insofar as we or our vicarious agents are not guilty of gross negligence or intent, claims for damages by the purchaser against us are excluded, irrespective of the legal grounds. This does not apply insofar as we are compulsorily liable under the Product Liability Act [Produkthaftungsgesetz], for injury to life, limb or health or for default. The same shall apply in the event of a breach of an obligation the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the purchaser may regularly rely (cardinal obligation).
- In the event of a breach of a cardinal obligation, our liability shall be limited to the damage typically incurred in transactions of the type in question.
- In the event of default, the liability for damages shall be limited to 10% of the value of the relevant part of the delivery.
§ 9 Binding Nature of the Contract, Place of Jurisdiction and Law
- The invalidity of individual contractual provisions shall not affect the validity of the remaining provisions. The purchaser and the supplier undertake to secure the economic success sought by an invalid clause as far as possible by other legally permissible means.
- The place of jurisdiction for all rights and obligations, including those arising from bills of exchange and cheques, is the registered office of our company, insofar as the purchasers are registered traders or legal entities under public law. The same shall apply to such purchasers who do not have a general place of jurisdiction in Germany. In all cases, however, we are also entitled to take legal action at the purchaser's place of business at our discretion.
- German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods [UN-Kaufrecht].
§ 10 Data Storage
- With the establishment of the business relationship, we shall store data in accordance with the Federal Data Protection Act [Bundesdatenschutzgesetz].
As of June 2010