Términos y Condiciones de Venta Carl Stahl Nordgreif GmbH ( en Inglés )
General terms and conditions of sale of Carl Stahl Nordgreif GmbH
§ 1 Scope
All the service agreements that are entered into with us are subject to our general terms and conditions reproduced below. We shall not honour contrary terms and conditions of the buyer, or those that differ from our own to which we have not explicitly given our consent. Our terms and conditions of business shall be applicable also to all future business with the buyer.
§ 2 Conclusion of the contract
Orders addressed to us, changes to contracts and additions as well as auxiliary agreements are required to be in the written form. Agreements over telephone or orders issued in any other form will be considered to have been accepted only if there has been a confirmation from our side, dispatch or handing over of the goods and invoice.
§ 3 Prices / packaging costs
The prices that were in effect at the time of issuing the order shall be applicable. Unless the order confirmation indicates otherwise, our prices are reckoned per delivered unit ex factory, not inclusive of packaging, and not including the currently applicable value added tax. The latter will be added and shown separately in the invoice.
Dispatch and packaging will be done as deemed cost effective by us. The complaint-free acceptance of the goods by the freight forwarding agency, freightliner or recipient of goods will count as proof of proper packaging.
§ 4 Payment conditions / settlement
Our invoices are payable within 30 days from the invoice date, unless otherwise specified in the order confirmation. If the buyer defaults payment, we shall be entitled to levy penal interest to the extent of 8% over the applicable basic rate of interest as per § 1 of the Discount Rate Transfer law or other applicable law, wherein we reserve the right to press for an even higher damage claim on account of delay.
The buyer may make settlements or adjustments against our payment claims only if his counter-claims have been legally established, uncontested or recognised explicitly by us.
§ 5 Delivery and delay in delivery
The start of the delivery period that has been confirmed by us can be reckoned provided all business and technical issues have been sorted out.
Our delivery obligation exists subject to the complete and correct deliveries being made to us, unless we are responsible for the non-delivery or delay in delivery.
In the event of a delay in delivery, the buyer may set a renewed delivery date, which should be at least 2 weeks in duration, together with a threat of order cancellation and after this renewed period has elapsed, withdraw from the contract. In case unforeseeable events which are outside our sphere of influence such as strikes, lock-outs, operational disruptions, or delays in the delivery of input materials occur, and regardless of whether these impediments occur at our end or at our suppliers’ end, we cannot be held responsible in case we are already delayed.
Damage claims on account of violation of the delivery obligation or other obligations not related to the service or delivery can be pressed only if malicious intent or gross negligence can be booked against us and proven. This does not exclude our liability for damages arising from injury to the life and limb or health of persons that can be attributed to negligent violation of obligations that can be booked against us and established.
In the case of custom-made solutions, excess or deficit deliveries of up to 10% are allowed. These will be taken into account in the invoice.
For all objects of delivery, we reserve the right to the deviations that are normal in the trade and industry, with respect to the dimensions and other technical values, unless we have explicitly assured adherence to the dimensions.
We are entitled to make reasonable partial deliveries.
If the buyer delays acceptance or if he violates other obligations to cooperate, we shall be entitled to press for compensation of damages that may have been incurred as a result of any additional expenses.
If the buyer delays acceptance, the risk of any accidental destruction or accidental deterioration of the ordered goods will be transferred to the buyer with the start of the delay in acceptance.
The transport costs will be taken over as per the legal stipulations upon handing over the goods to the freight carrier.
§ 6 Warranty claims / liability
If the goods newly manufactured by us is defective, the buyer can demand re-fulfilment. Here we reserve the right to choose between elimination of the defect or renewed delivery of fault-free goods.
Any claims or entitlements to withdrawal, reduction or damage compensation that go beyond this are ruled out, unless the re-fulfilment fails. In that case the buyer can reduce the purchase price or, where the object of the defect is not a construction service, choose to withdraw from the contract. This does not exclude claims for damage compensation due to intentional or grossly negligent violation of obligations that can be attributed to us and proven, as well as damage compensation claims resulting from intentional or negligent violation of obligations arising from the damage caused to the life, limb or health of persons.
The buyer’s right to withdraw from the contract and claim for damage compensation are excluded in the case of insignificant defects.
We are not liable to the buyer for properties that are expected by the buyer based on public statements of the seller or of the manufacturer, or their agencies in advertisements, unless such statements based on properties are explicitly confirmed by us in writing.
Unless agreed upon explicitly and in writing, we do not undertake any warranty for the nature or shelf life.
We do not undertake any liability for faulty montage instructions from suppliers and other companies, unless a case of gross negligence can be proved against us.
The statutory regulations are applicable to the testing obligations and obligation to give notice of defects. Waiver of the business obligation towards testing and obligation to give notice of defects as per § 377 HGB (German Commercial Code) on the part of the buyer is explicitly vetoed. The buyer is under obligation to subject the goods to a full goods entry test.
§ 7 Obsolescence
Unless a shorter obsolescence period has been agreed upon between the contracting parties in individual cases, the warranty period for defect claims in the case of newly manufactured goods is two years. This is not applicable to the obsolescence of damage compensation claims as a result of injury to the life, limb and health of persons, insofar as these damages can be attributed to us proven to be due to negligent or intentional violation of obligations.
If the purchase of consumer goods is involved, the limiting period for the damage compensation claims in the case of newly manufactured goods is two years, and one year in the case of used goods.
§ 8 Purchase of consumer goods
The regulations described under the preceding point 6 will not be applicable if the purchase of consumer goods is involved. Even in this case, damage compensation claims are definitely ruled out unless they are based on intentional or grossly negligent violation of obligations leading to the injury to the life, limb and health of persons.
§ 9 Proprietary clause
We reserve the proprietary rights to the delivery of goods till all payments arising by virtue of the delivery contract have been received. In case the buyer goes against the terms and conditions of the contract, in particular where delay in payments is concerned, we shall be entitled to take back the goods. This removal of the delivered goods does not constitute a withdrawal from the contract, unless this has been declared as such explicitly and in writing.
If we have a continuous business relationship with the buyer, the reservation of proprietary rights on the object of delivery extends also to all the claims that are open so far.
The buyer may the sell or process the delivered goods through the proper course of business. But at the moment of doing so, he shall relinquish all claims that he may incur through the further sale to his buyer or to third parties, up to the extent of all our unsettled claims. The buyer shall be empowered to press the claims himself; this will not affect our power to press the claim. However, we undertake to not to prosecute against this relinquishment in favour of the buyers or third parties so long as the buyer fulfils all his payment obligations towards us and provided that there is no application for instituting bankruptcy or compensation procedures, or other cessation of payment occurs. The buyer is under obligation to provide to us on request all the necessary details regarding the transferred claims and to hand over the corresponding documents.
In the case of processing or re-modelling by the buyer of the goods delivered by us we shall acquire co-ownership rights on the new object in the same ratio as the value of our goods to the value of the other, processed objects at the time of processing. The above stipulations will be applicable accordingly to the new object that arises as a result of the processing.
The buyer also relinquishes in our favour all those claims in accordance with the above stipulations, which arise through the association of goods delivered by us with a property vis-à-vis a third party.
Insofar as the value of all securities based on the agreed proprietary clause exceeds our claims by more than 20%, we shall be obliged to release the securities upon being requested by the buyer, to the extent of the surplus value.
§ 10 Place of fulfilment / court of jurisdiction / choice of law
The place of fulfilment for all obligations arising from the contractual relationship is Pinneberg and/or the location of a sister firm or branch, unless otherwise agreed upon in the order confirmation.
In case the buyer is the chartered merchant, the court of jurisdiction shall be Pinneberg and/or the location of a sister company or branch. We shall however remain entitled to sue the buyer at his general court of jurisdiction.
Our contractual relations will be governed by the law of the Federal Republic of Germany, with the exclusion of the UN Convention for the International Sale of Goods.
§ 11 Partial invalidity
In case any clause of the contract should become ineffective, the validity of the remaining clauses will remain unaffected.
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