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GTC.

General Terms and Conditions of Sale and Delivery

I. General - Scope

(1) The following General Terms and Conditions of Sales and Delivery (hereinafter "Conditions of Sale") apply exclusively. We do not recognize contradicting or deviating terms and conditions of the Buyer unless we have expressly consented to their validity in writing.

(2) Our Conditions of Sale continue to apply even if we unreservedly execute delivery to the Buyer despite being aware of the Buyer's deviating or
contradictory terms and conditions.

(3) They apply to all existing and future contracts with the Buyer without the need for renewed reference to our Conditions of Sale.

(4) Our Conditions of Sale only apply to entrepreneurs as per § 14 BGB (German Civil Code).

(5) Deviations, supplements as well as special assurances and guarantees require the written form for their validity. This also applies to any waivers of the written form requirement.

II. Offers, contract conclusion

(1) If the Buyer makes an offer as per § 145 BGB (German Civil Code), then we have a period of three weeks within which to accept this offer. A contract is concluded once we have formally accepted the offer in writing or have
executed delivery of the order.

(2) For orders "as previously supplied", prices are not determined according to the terms of a previous purchase contract; such a clause applies only to the composition of the goods.

(3) All our offers are subject to change and non-binding.

(4) Any documents that do not pertain to the offer, such as brochures or
samples, contain only approximate information that, unless expressly designated otherwise, is non-binding.

III. Prices and payment terms

(1) Unless otherwise agreed, all prices are ex works as per Incoterms 2010 and do not include packaging, freight, postage and insurance.

(2) Statutory VAT is not included in our prices; it will be specified separately in our invoice on the day of invoicing.

(3) Unless otherwise specified in the order confirmation, the net purchase price (without deductions) is payable within 30 days as of the date of the invoice.

(4) If payment for services performed so far has not been compliant with the terms and conditions, then the purchase price becomes payable immediately,
Not with standing any credit extensions that have been granted. This
does not apply if the contractual partner is not responsible for the delay in payment. The purchase price also becomes immediately payable if, after our execution of the delivery, the Buyer's business capability/financial situation worsens considerably.

(5) The Buyer is only entitled to set-off if its counterclaims have been declared res judicata, or if they are undisputed or acknowledged by us. Furthermore, the buyer is authorized to exercise a right of retention only if its counterclaim is based on the same contractual relationship.

IV. Time of performance, delays

(1) Delivery dates or deadlines that we have considered, approximate
agreements, unless these dates have been bindingly agreed upon.

(2) Should we be unable to fulfil our obligations as a result of unforeseeable circumstances, which we were unable to avert despite employing reasonable diligence (circumstance such as force majeure, war, natural disasters, operational disturbances, delays in the delivery of essential raw and construction materials, strikes, lock-outs or official directives), and regardless of whether these circumstances affect our facility, that of a supplier or sub-
supplier, then the delivery period is extended for the duration of the disturbance unless the circumstances have rendered delivery impossible and our business operations have thus been destroyed (delivery subject to our receipt of corresponding goods and supplies). In the case of a permanent hindrance for which we are not responsible, we are entitled to fully or partially withdraw from the contract due to our partial nonperformance. If, as a result of the aforementioned events, performance of the contract becomes unreasonable for one of the parties to the contract, in particular if significant sections of the contract cannot be performed for a period of over 6 months, then this party is entitled to withdraw from the contract.

(3) We are not in default of delivery if the Buyer is in arrears with the payment for previous deliveries or if an amount of credit granted to the Buyer has been exceeded as a result of a new delivery and we therefore retain the goods.

V. Shipment and transfer of risk

(1) The risk passes to the Buyer as soon as the shipment has been handed over to the party performing the transport.

(2) The shipment is dispatched in our customary manner, i.e. as soon as possible in the form of a collective shipment (in German: Sammelladung). If
the Buyer requests a shipment type that differs from the above or requests a particular shipment type, then this requires a separate agreement.

(3) The goods are insured only at the express request of the Buyer and at its cost. This also applies to deliveries free of shipment charges.

(4) The Buyer is obliged to send back return able packaging without delay and
at its cost. If returnable packaging is lost or damaged before being returned to us and the Buyer is responsible for said loss or damage, then it must bear the
costs incurred. Returnable packaging must not be used for purposes or goods other than those for which it was intended. It is intended solely for the transport of the delivered goods. Labelling must not be removed.

(5) The assessment as to whether we have fulfilled our duties with regard to the weight and the external condition of the goods is based on the findings of our customs certified weighters (prior to dispatch) and the unreserved acceptance of the goods on the part of the freight-forwarder, whether as road, rail or sea freight.

VI. Advice on technical application

(1) We provide the Buyer with advice on technical application to the best of our ability. The information we provide with regard to the suitability and use of the products does not release the Buyer from the obligation to conduct its own inspections and trials in order to ascertain the suitability of the products for the
intended procedures and purposes.

(2) In addition, the Buyer must observe the specifications in the safety data sheet, which explain how to use the delivered products and their scope of application.

(3) If the Buyer wishes to use the delivered goods for purposes other than those discussed and agreed with us, then this can only be done subsequent to extensive testing and also subject to obtaining any necessary official permits and/or certifications that may be necessary.

VII. Retention of title

(1) We retain title of the delivered goods until the Buyer has fulfilled all its obligations arising out of the business relationship (retained goods).

(2) The Buyer is entitled to resell the goods in the regular course of business provided that it complies with the duties arising out of the business relationship with us. Should the Buyer be in default of payment, we are entitled to withdraw the Buyer's entitlement to resell.

(3) Upon concluding a contract with us, the Buyer assigns to us all of its claims against third parties resulting from the resale of retained goods. We hereby accept this assignment. The Buyer remains authorized to collect said claims even after assignment. Our authorization to collect the claims ourselves remains unaffected. We undertake, however, to refrain from collecting the claim as long as the Buyer fulfils its payment obligations arising out of the proceeds collected, is not in default of payment and, in particular, has not filed for the opening of insolvency proceedings, or as long as insolvency proceedings have not been opened or payments have not been suspended. Should this be the case, however, then we are entitled to withdraw the collection authorization and can demand that the Buyer divulge information on the assigned claims and their debtors, provide us with all the information required for collection as well as the corresponding documents, and inform the debtors (third parties) of the assignment of the claims.

(4) The retained goods and the claims related to them cannot be pledged to third parties or transferred or assigned as collateral security before our claims have been paid in full.

(5) In the event of a severe violation of contractual duties, in particular in the event of default of payment, we are entitled to withdraw from the contract.

(6) Any processing or treatment of the retained goods is performed on
our behalf as manufacturers pursuant to § 950 BGB (German Civil Code),
without entailing any obligations on our part. Processed goods shall be
considered retained goods as per paragraph 1. If the Buyer creates a new thing or mixed entity by working or processing the retained goods or by combining or mixing them with goods from other sources, we shall be
entitled to co-ownership thereof in the ratio of the invoice value of the retained goods at the time of delivery to the value of the other processed
or mixed goods. The co-owned share then constitutes retained goods as per paragraph 1. The Buyer is obliged to hold our co-owned share in
its custody with professional diligence and at no charge.

(7) If the retained goods are combined with other things and if one of those things belonging to the Buyer is considered the main thing as per § 947 of BGB (German Civil Code), then it is agreed herewith that a share therein, at a ratio of the invoice value of the retained goods to the value of the main thing, is transferred to us and that the Buyer shall hold in its custody the thing at
no charge. The co-owned share then constitutes retained goods as per paragraph 1.

(8) The Buyer must promptly inform us of any levy of execution by a third party on the retained goods, on the claims assigned to us, or on any securities, providing us with the documents necessary for an intervention; this also applies to all other types of restriction.

(9) We undertake to release, at the request of the Buyer, the securities to which we are entitled pursuant to the foregoing, insofar as the real is able value of our securities exceeds the claims to be secured by more than 10%, or if it exceeds the nominal value of the securities by more than 50%. The securities for release will be selected at our discretion.

VIII. Defect warranty

(1) If the Buyer is a merchant, then the Buyer can only assert warranty claims if it has properly fulfilled its obligations as per § 377 and § 378 HGB (German Commercial Code) to conduct examinations and to give timely notification of defects.

(2) If the Buyer is not a merchant, then notification of recognisable defects must be made without delay, at the latest within 14 days of receiving the goods; in the case of hidden defects, notification must be given immediately after their detection.

(3) The Buyer is obliged to examine the delivered goods in order to ensure their suitability for the intended area of use.

(4) Notifications of defects, irrespective of type, must be made in writing.

(5) If the delivered goods are defective, then we are obliged to either repair the defects or to deliver defect-free goods. Goods that are the object of a complaint can only be returned to us with our express consent.

(6) The statute of limitations for defect claims, unless these arise out of intent or malice, is 12 months or 5 years for an item that has been used as intended in a structural element and has thus caused defects therein. This period is calculated from the date of delivery or, if the item was intended for incorporation into a structural element, from the date on which the property was handed over if this hand-over takes place after the date on which the item was delivered.

IX. Liability

(1) We assume liability as per the pertinent statutory provisions insofar as the Buyer asserts compensation claims for damages resulting out of intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. If we cannot be made liable for an intentional breach of contract, liability for damages is limited to foreseeable, typically occurring damage.

(2) Furthermore, we are liable as per the pertinent statutory provisions if we
culpably violate a duty whose fulfilment is essential for the purpose of the contract (cardinal duty). The term "cardinal duty" in this regard abstractly describes duties that must be performed in order to make performance of the contract possible in the first place and on the observance of which the contracting party may regularly rely. In this case, liability for damages is limited to foreseeable, typically occurring damage.

(3) Liability for damages arising from culpable breach of contract and which result in injury to life, body or health remains unaffected. This also applies to mandatory liability as per the Produkthaftungsgesetz (GermanProduct Liability Act).

(4) Unless otherwise regulated in the above, our liability is excluded.

(5) The above exemptions from and limitations of liability also apply to extra-contractual claims as well as to the personal liability of our employees, staff, representatives and other vicarious agents.

X. Applicable law, place of performance and place of jurisdiction

(1) German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods, applies for all contractual duties and the performance thereof, as well as for any claims arising therefrom.

(2) The place of performance for all claims arising out of the business relationship is Germacolor in Mespelbrunn.

(3) If the Buyer is a merchant or has no general place of jurisdiction in Germany, then the place of jurisdiction is Aschaffenburg.

11. Effectiveness in the case of partial invalidity

Should individual provisions of these Conditions of Sale be or become invalid, then this will not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that most closely approximates he intended purpose of the invalid provision.

Adress
Im Gründchen 1
63875 Mespelbrunn

Here lives the color.

You may reach us by mail or by phone.

Contact
phone: 06092-203-622
info@germacolor.de

Contact.

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