Allgemeine Geschäftsbedingungen
Drehfix Systems GmbH, Karl-Rolle-Str. 43, 84307 Eggenfelden -registered at the local court in Landshut under HRB 6968
Standard Terms and Conditions of Sale
1. General
1.1 This Terms and Conditions apply to companies as defined by § 14 of the German Civil Code (BGB).
1.2 All deliveries, performances, service and sales transactions shall be carried out in accordance with the terms and condition printed below. We do not recognize any conflicting or deviating conditions used or imposed by the customer unless we have ex-pressly agreed to their validity.
1.3 All binding stipulations between the client and Drehfix Systems GmbH are fully indicated in the written agreement between the client and Drehfix Systems GmbH and in these terms and conditions.
2. Quotations and Orders
2.1 The basis of the order shall be our written acknowledgement as acceptance of the order. Drehfix Systems GmbH has the right to accept an order within 2 weeks from receiving the order. Only upon this acceptance acknowledgement the order be-comes binding.
2.2 We reserve ownership of all drawings, figures, calculations and other documents (including any content, including graphics, of our website). This applies for all intellectual property rights and licenses. If the client wants to use any of this content for his own purpose he is required to have a written permission of Drehfix Systems GmbH.
3. Prices and payment
3.1 Unless agreed otherwise, especially in the acceptance of order, the prices are valid ex works and do not include packing, in-surance, freight, postage. Shipping costs and, as far as applicable, insurance costs will be invoiced separately. Our package material is reusable and can – upon agreement – be sent back delivered free to us.
3.2 Any applicable value added tax is not included in our prices; it will be added upon issuing the invoice.
3.3 Any discount has to be agreed in advance in writing.
3.4 All payments are due within 14 days of the invoice date, without any deductions or setoffs. In case of payment delay Drehfix Systems GmbH can ask the damage caused by delay according to the statutory law. Furthermore Drehfix Systems GmbH re-serves the right to perform further deliveries on payment in advance.
3.5 The customer may offset amounts only in the presence of an undisputed counterclaim or one which has been determined to be legally enforceable. The customer is only entitled to exercise a right of retention if this is based on the same contractual rela-tionship.
4. Deliveries
4.1 Unless otherwise agreed orders will be delivered at our premises ex works. The delivery place is indicated upon acceptance of order. Unless otherwise agreed the customer will be responsible for providing sufficient workforce for loading. After having called for collection and not having received response Drehfix Systems GmbH is entitled to invoice further costs resulting from the lack of cooperation, especially storage costs.
4.2 If we despatch the goods at the order of the customer, we shall be entitled to invoice for the shipment and – if requested – insurance costs.
4.3 Observance of delivery time requires clearance of all technical questions. Any designated delivery dates are not binding unless otherwise agreed. The observance of delivery dates requires full abidance of the customer’s obligations. The right of re-tention, in particular the objection to non-performance of the contract remains unaffected. Unless a binding delivery date has been agreed a delayed delivery up to 6 weeks gives no right to any reduction of price or other compensation. In the event of a force Majeure or operational disruption such as labour strikes, which are beyond Drehfix System GmbH*s control Drehfix is ex-empted from its obligation to deliver as long as the force Majeure event is lasting.
4.4 Tolerances with regard to dimension, weight and performance are allowed as well as change of design or technical modifi-cations are reserved to the extent and to the manner a reasonable merchant judges such tolerance or change as appropriate.
4.5 In the customer is in default of acceptance or if he is in breach of other essential obligations to cooperate Drehfix Systems GmbH is entitled to claim for the damage resulting thereof, including related expenditures. Further rights are reserved.
4.6 In case of sect. 4.5 the risk of any accidental loss or deterioration of the sold good lies with the customer.
4.7 We are liable in the case of delay of delivery imputable to us according to the statutory law if the delay of delivery is caused by the breach or non-fulfilment of an essential contractual obligation. The liability is, however, limited to the damage what might typically be predicted.
4.8 Furthermore in case of sect. 4.3 the damage for every full week of delay is limited to 0.5 % of the purchase price per week, in summary it cannot be more than 5 % of the purchase price.
5. Liability
5.1 The customer is under obligation to inspect the goods immediately upon delivery or receipt and to report discernible defects to us in writing immediately; hidden defects must be reported immediately upon their discovery, otherwise the shipment shall be deemed to have been accepted.
5.2 Insofar as a defect for which we are responsible exists, the customer is entitled to demand the defect to be rectified or goods without defects to be supplied. Only if (at least) one of the aforementioned procedures is to be deemed as failed the customer may demand rescission or lowering. We are liable in the case of malicious intent and gross negligence, also of our factors, ser-vants and assignees. If we are not imputable for any intentional breach of obligation our liability is limited to the damage what might typically be predicted.
5.3 If we have breached culpably any essential obligation we are liable according to the statutory provisions; our liability is, however, limited to the damage what might typically be predicted. An essential obligation is an obligation the fulfilment of which the customer had reasonable right to rely on.
5.4 The liability for harm of body, life or health remains unaffected by these provisions as well as the compulsory provisions of the German (or other applicable) product liability act.
5.5 Unless otherwise stipulated in the foregoing or unless compulsory statutory law requires its application any further liability is excluded.
5.6 Any claims for product defects are time barred in 12 months after passage of risk. In case of recourse against any other supplier these recourse rights are time barred in 60 months.
6. General liability
6.1 Any further liability than provided in sect. 5 is excluded. This is especially applicable in case of fault in conclusion of contract, in case of other braches of obligations or in case of tortuous liability (sect. 823 of German civil code).
6.2 The limitation of sect. 6.1 is also applicable in case the customer claims in lieu of damages the reimbursement of expenses.
6.3 The limitation of liability applies as well to our factors, servants and assignees.
7. Reservation of ownership
7.1 We reserve ownership of all goods supplied by us until full payment of all outstanding amounts. If the customer falls into ar-rears or if the customer is in breach of contract we reserve the right to demand return of the goods on the basis of this reserva-tion of ownership. We are entitled to the resale of the goods taken back; the proceeds will be offset with the amount to be paid by the customer after having deducted the cost of resale.
7.2 If an application for insolvency proceedings against the customer or his/ its essential assets is applied under an applicable law system and is not annulled as apparently baseless within reasonable time Drehfix Systems GmbH is entitled to rescind the sales agreement and to demand the restitution of the goods as far as the reservation of ownership is still in place.
7.3 In the event an execution is levied or similar action taken against the customer the customer has to inform us without delay in order to enable Drehfix Systems GmbH to take appropriate legal action (e.g. ex sect. 771 German Civil Process Code). If the third party who had carried out the execution is not able to pay for the costs in case he loses the case the customer has to re-fund the deficit.
7.4 The Customer is entitled to avail himself of the goods delivered for the purposes of normal business practice. The customer assigns to us all accounts receivable resulting form the resale, in particular amounts due for payment but also any other claims arisen in connection with the sale. The customer is entitled to collect the amounts assigned to us in a fiduciary capacity. We are still entitled to collect these amounts; we commit not to collect the amounts as long as the customer pays the due amounts to us and is not in arrears. If, however, the customer is in arrears or insolvency proceedings are taken against him we are entitled to be announced all relevant customer relations including the respective bills outstanding as well as all relevant information relating thereto. In such case the customer shall give notice to his clients of the assignments.
7.5 We undertake to release at the customer’s request the securities due insofar as the realisable value of our securities ex-ceeds the amounts to be secured by more than 10 %. The possible selection of the securities to be released lies with us.
8. Continuing development
Drehfix Systems GmbH reserves the right to modify the construction of the goods and is liability only for the indications made in the agreements or for the indications made on its web site. Drehfix Systems GmbH cannot be held liable for improper handling of its products.
9. Place of jurisdiction, place of performance and applicable law
For both parties the place of performance for delivery and payment and the place of jurisdiction for all legal disputes is the busi-ness location at Eggenfelden (Germany); at our option we can also institute legal proceedings at the customer’s place of busi-ness. The contractual relationship is governed exclusively by German law; International Commercial Law (CISG) is not applica-ble.
Status: October 2007
