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1. Our terms and conditions apply to all supply contracts, even if a special order
confirmation is issued as part of a lasting business relationship. They apply to
both contracts concluded with customers who are entrepreneurs within the
meaning of §14 of the German Civil Code (BGB), or legal bodies covered by
public law, or special funds under public law, as well as contracts with consumers
as defined in §13 of the German Civil Code (BGB). Deviations from our conditions
must be agreed to in writing. This also applies to subsidiary agreements,
warranties, and subsequent contract changes. Any other arrangements should be
included in the order confirmation.
2. Terms and conditions of the purchaser, even if they have been mentioned in
the order, will not become part of the contract even if we do not expressly object
to them.
3. If any provision of these Terms of Sale or any provision in any other agreement
between the purchaser and us is invalid, the validity of the remaining provisions
will not be affected. In such a case, the contracting parties will be obliged to agree
on a valid effective regulation for the financial purposes of the invalid provision.
1. The prices specified in our order confirmations are subject to value-added tax at the
going statutory rate. In the event of an unexpected increase of more than 10% in the
prices of raw material or labor and transport costs between contract and delivery time,
we will be entitled to re-negotiate the pricing. Duties, inspection charges, monetary
compensatory amounts and other fees based on public law shall be paid by the
purchaser.
2. Packaging and transportation costs will be billed separately and at cost.
3. Invoices must be paid within 30 days net. The purchaser may only claim this
discount if it is not in arrears with the payment of previous deliveries at the time
of payment. We are entitled to require compensation by the purchaser for any
additional expenses incurred by us due to a default of acceptance by the purchaser.
4. We only accept discountable and duly rendered and taxed bills of exchange on the
basis of a corresponding agreement. Credits for bills of exchange and checks are
subject to receipt less any out-of-pocket expenses of the day when we will be able to
dispose of the consideration. If the purchaser fails to meet its payment obligations or
ceases payments, or if we become aware of other circumstances that may diminish
the creditworthiness of the purchaser, we will be entitled to declare the entire balance
payable, even if we have accepted checks and bills of exchange. In addition, we will
also have the right to demand payments in advance.
5. If payment terms are not met, we may charge interest at the rate of 8% above
the base interest rate in each case. We reserve the right to assert a higher
loss in the event of adefault. The purchaser is at liberty to offer proof that the
damage caused by the delay did not in fact occur or was not in the amount
mentioned above. The provision of §353 of the Commercial Code, HGB,
remains unaffected.
6. Offsetting of any counterclaims by the purchaser that we have disputed or
which have not been legally established will not be permitted. The purchaser
may only assert a right of retention if it is based on claims arising from the
purchase agreement. If a complaint is lodged, payments by the purchaser
may be withheld to an extent that is in reasonable proportion to the defects
present.
1. Delivery times and dates are only agreed to be binding if they have been
expressly described by us as such. The delivery period will begin when the
contract is entered into, but not before the provision of any documents, approvals,
clearances to be provided by the purchaser and before receipt of a down payment
that has been agreed to, or any other obligations. In this respect. the delivery
period will be for the duration of the delay.
2. The delivery period shall be extended appropriately for measures in the context
of legitimate industrial disputes, in particular strikes and lockouts, as well as in
the even to unforeseen obstacles beyond our control or that of our vicarious
agents, insofar as such impediments demonstrably affect the delivery of the
item sold.
3. The same shall prevail if we do not make delivery in a timely manner. We will
then be entitled to withdraw if manufacturers do are not able to supply us, unless
the non-delivery is our fault. We shall not be responsible for deliveries delayed or
not made due to negligence on the part of our subcontractor, unless there is
negligence with regard to selection or monitoring.
4. Compliance with the delivery period will require the fulfillment of the contractual
obligations of the purchaser.
5. In addition to the statutory period pursuant to §286 (3) of the German Civil Code
(BGB), we are entitled to delay delivery to the purchaser by means of another
period of payment as defined by the calendar for the purposes of §286 (2) of the
German Civil Code (BGB).
Returns of goods delivered may take place only after our previous written
agreement, and with no shipping charges for the returns. The amount will be credited
minus a service charge if the goods are in a pristine condition. The return fee will
usually be 25% for orders with a minimum of €75.00 Any additional required
examination and processing fees will be billed separately. Credit will not be
given for individual or spare parts, custom-made items and fittings if production
has been discontinued or if they are no longer in stock.
1. If the purchaser is a business owner for the purposes of §14 of the German
Civil Code (BGB), a legal entity under public law or a special fund under public
law, then in the event of a consignment purchase, the risk will pass to the
shipping firm or freight carrier when the goods are transferred. This transfer of
risk shall take place, at the latest, however, when the goods leave the warehouse
or, if there is direct shipping ex works, the transfer will be made to the purchaser
at the time when the goods leave the factory. This shall also apply even if we have
accepted other services or partial deliveries.
2. If the shipment is delayed due to circumstances for which the purchaser is
responsible, the risk shall be transferred to the purchaser as of the date of the
offer of transfer.
3. Items that have been delivered should be accepted by he purchaser even if they
have minor flaws, without prejudice to the rights set out in Section VI below.
4. Unless special terms are agreed on, the route and means of transportation will
be left up to us.
1. As soon as they are delivered, the purchaser must inspect the goods for defects,
delivery condition, and standard properties. The purchaser must immediately
give notification of any obvious defects. If the contract is a commercial transaction
for both parties, then §377 of the Commercial Code (HGB) shall apply, with the
proviso that written notification of detectable defects should be given to us within
14 days.
2. At our discretion, these items can be repaired or redelivered free of charge. This
shall take place if, as a result of a circumstances prior to the transfer of risk, in
particular due to faulty design, poor building materials, or defective execution,
the goods delivered prove to be unusable or not materially damaged and thus
are unusable. Any parts replaced shall become our property. If the entire
purchased item is replaced by way of supplementary performance, we shall have
a claim for unrestricted compensation for unlimited use of the returned item.
3. The right of the purchaser to assert claims based on defects shall expire in all
cases 12 months from the time the risk passes, with the exception of the consumer
business.
4. No warranty will be provided for damages resulting from inappropriate or improper
use, faulty installation, or use by the purchaser or by third parties, missed maintenance
if this is customary and/or recommended by the manufacturer, normal wear and tear,
faulty or negligent treatment , unsuitable equipment, replacement materials, defective
construction work, chemical, electronic or electrical influences, unless they are due
to our negligence.
5. If corrective action is necessary, the purchaser must provide adequate time to make
repairs. If any changes or repairs are improperly made by the purchaser or by third
parties without our prior approval, liability for the resulting consequences will be done
away with.
1. We deliver exclusively under retention of title. All goods remain our property until
fulfillment of all claims arising from the business relationship, including future and
contingent claims.
2. If the purchaser pays by check and we issue a refinancing bill of exchange,
our retention of title will expire only when we can no longer make a claim
based on the bill of exchange. 3. The purchaser is entitled to resell the reserved goods in the ordinary course of
business. The claims of the purchaser from the resale of the reserved goods are
hereby assigned to us in the amount of the final invoice amount (including VAT).
If the reserved goods are sold by the purchaser together with other goods not
supplied by us, the assignment of the claims from the resale shall only apply in
the amount of the value of the respectively sold reserved goods stated in our
invoices. The purchaser is obliged to give notification of the assignment to its
debtors at our request. We should be informed of any claims and the names
of the debtors.
4. The purchaser is entitled to collect sums due from the resale. In case of default
in payment on the part of the purchaser or if we become aware of circumstances
which are, according to commercial judgment, suitable for reducing the creditworthiness of the purchaser, we shall be entitled to revoke the right of collection.
5. The handling and processing of the goods shall be carried out for us for the
purposes of §950 of the German Civil Code (BGB) without our incurring any
obligations. If the reserved goods are processed with other items not belonging
to us, we shall acquire co-ownership of the new items in proportion to the invoice
value of the reserved goods to the invoice value of the other goods used at the
time of processing.
6. Transfer by way of security or the pledging of goods in our ownership will be
prohibited. In the event of access by third parties to the reserved goods, in
particular seizure, the purchaser will make clear our ownership of the goods
and notify us immediately by submitting a copy of the seizure protocol.
7. In the event of default in payment on the part of the purchaser or any other failure
to meet contractual obligations, we shall be entitled to recover the goods we have
shipped after we have given notice and set a period for payment. Withdrawal of the
reserved goods will not constitute withdrawal from the contract. In addition, if the
purchaser fails to meet its obligations by the due date, we will be entitled to liquidate
the reserved goods and any other securities at any time and without any legal action
while giving the utmost consideration to the interests of the purchaser. The liquidation
may not take place until we have given the purchaser at least 14 days prior notice.
8. If the value of the securities granted exceeds our claims by more than 20%, we
shall be obliged, at the request of the purchaser, to re-transfer or release securities
of our choice.
The dimensions and weights stated in our documents and offers are approximate.
Illustrations or drawings will not be binding unless they are expressly designated
as such. Design and form changes of the item delivered are subject to change as
long as the delivery item itself has not changed significantly and the changes are
agreeable the purchaser.
1. Offers and documents such as plans, drawings, sketches and drafts may not
be made available to third parties without our consent.
2. Ownership of and copyright pertaining to these documents shall remain our
property. Ownership of plans, sketches, and drawings for fittings and other
items delivered to the purchaser shall be transferred to the purchaser along
with ownership of those items.
1. The place of performance and the exclusive place of jurisdiction for deliveries
and payments as well as for all disputes arising between the parties will be our
headquarters, with the exception of consumer transactions.
2. Relations between the parties shall be governed exclusively by the laws of the
Federal Republic of Germany, excluding the UN Sales Convention.
In case of differences between the German and English version or in other cases of doubt,
the German version applies.
October 2018
ArmaSys
Armaturen und Systemtechnik GmbH
Bunsenstraße 5
51647 Gummersbach
Deutschland