General Terms and Conditions of Sale
General Terms and Conditions of Sales
§ 1 General, scope
1. Our terms and conditions of sale as per November 2010 shall apply exclusively; any contradictory or deviating terms and conditions of the buyer shall not be recognised by us unless we have ex-pressly confirmed their applicability in writing. Our terms and conditions of sale shall also apply if we make the delivery to the buyer without any reservation in spite of being aware of the fact that the buyer’s terms and conditions are contradictory to or deviate from our terms and conditions of sale.
2. These general terms and conditions of sale also apply to partial deliveries, which we are entitled to at any time.
3. Our offers are without obligation.
4. These general terms and conditions of sale only apply to entrepreneurs in terms of § 310 para. 1 of the German Civil Code (BGB).
§ 2 Place of fulfilment, delivery
1. The place of fulfilment for all performances relating to this contract is the location of the commercial establishment of daff feel filz GmbH & Co. KG (hereinafter referred to in short as “daff”).
2. The goods shall be delivered “ex works” (daff warehouse in Düsseldorf, that means “EXW” according to incoterms 2000), i.e. at the cost and risk of the buyer. The costs of the packaging shall be invoiced separately, unless otherwise is stated in the order confirmation.
3. We do not take back transport packaging or any other packaging in accordance with the German packaging regulation (Verpackungsverordnung). The buyer is obliged to arrange the disposal of the packaging at its own cost.
4. If the buyer is at fault for not taking delivery of the goods on time, we may, after grant-ing a cure period of 5 working days, withdraw from the contract and demand compen-sation.
§ 3 Prices and payment terms
1. Statutory VAT is not included in our prices; it is shown separately in the invoice.
2. Discounts need to be specifically agreed in writing.
3. The goods shall be despatched against direct debit, unless we agree otherwise with the customer in a given case.
4. In the event buyer is in default with a payment , interest of 8 percentage points above the respective base rate will be charged. We reserve the right to claim further compen-sation for default.
5. The buyer is not entitled to offsetting rights except if its counterclaims are legally bind-ing, undisputed or recognised by us.
§ 4 Liability for defects
1. The buyer has to duly comply with its obligations concerning inspection and notice of defects in accordance with § 377 of the German Commercial Code (HGB). Notices of defects are to be sent to us no later than 10 days after receiving the goods. The buyer has to notify us of hidden defects without delay and no later than 3 working days after they are discovered.
2. Minor, technically unavoidable deviations in quality, colour or design are not defects.
3. If the purchased item has a defect, the buyer is entitled at its own discretion to supple-mentary performance in the form of rectification of the defect or delivery of a new de-fect-free item. In the case of rectification of the defect we are obliged to bear all of the expenses required for the purpose of the rectification of the defect, in particular trans-port, labour and material costs, unless these are increased due to the purchased item being taken to another place other than the place of fulfilment.
4. The limitation period for claims for defects is 12 months, calculated from the transfer of risk. The limitation period in the case of delivery recourse in accordance with §§ 478, 479 of the BGB is not affected; it is five years, calculated from the delivery of the defec-tive item.
§ 5 Retention of title
1. The purchased item shall remain our property until all payments relating to the contract have been received. In the event of a breach of the contract by the buyer, particularly as a result of default of payment, we shall be entitled to take the purchased item back. The taking back of the purchased item by us shall not constitute withdrawal from the contract, unless we have expressly declared this in writing. The garnishment of the purchased item by us shall always constitute withdrawal from the contract. After taking back the purchased item we are entitled to sell it; the proceeds of such a sale shall be offset against the liabilities of the buyer, less reasonable costs of the sale.
2. The buyer is obliged to treat the purchased item with care. In the event of garnishment or any other third party intervention, the buyer has to notify us immediately in writing.
3. The buyer is entitled to resell the purchased item in the normal course of business. However, the buyer assigns to us now all claims against its customers or third parties arising from the resale in the amount of our claim (including VAT). The buyer shall still be authorised to collect this claim after the assignment. Our authorisation to collect the claim ourselves is not affected by this. However, we undertake not to collect the claim so long as the buyer meets its payment obligations from the revenue received, is not in default of payment, has not stopped its payments and, in particular, so long as no ap-plication to open insolvency proceedings is made. However, if this is the case, the buyer’s authorisation to collect expires. We shall then be authorised to inform the cus-tomers of the assignment and to collect the claims ourselves. For this purpose the buyer has to inform us of the amount of the assigned claims and their debtors, provide all of the details required for the collection, hand over the relevant documents and in-form the debtors (third parties) of the assignment.
4. We undertake to release the securities to which we are entitled at the buyer’s request if the realisable value of our securities exceeds the claims to be secured by more than 10 %; it shall be for us to decide which securities are released.
§ 6 Applicable law, place of jurisdiction
1. Any contracts shall be governed and construed in accordance with the provisions of the law of the Federal Republic of Germany, waiving the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of jurisdiction for all disputes relating to the contractual relationship is Düsseldorf. This shall not affect any mandatory places of jurisdiction.