Conditions
Conditions of Fa.duo-drive europe Roland Debschütz
I. General Terms and Conditions set out below apply to all purchase, service, work delivery and work contracts with our corporate customers and to all offers for such contracts, including consultations. Terms and Conditions of the customer are only binding for us, unless we have expressly acknowledged in writing.
II. Offer and Conclusion
1. Our offers are subject to terms of price, delivery and other content. Verbal information of our employees is only binding if we confirm it in writing.
2.All issued orders in any form, are only accepted by us, if and when we run them immediately or they are confirmed in writing. Any side agreements and subsequent amendments must be confirmed in writing.
3.The customer is informed that according to § Note 33 Federal Data Protection Act his data is stored with us. The processing is done according to Federal Data Protection Act.
III. Delivery
1.Time and quantity partial deliveries are permitted and may be invoiced separately.
2. We reserve the right, to deliver in bulk goods 10 % more or less, with technical articles according to the prior art at the time of delivery, with customized products the usual fabrikaktion units in counted items, the commercial packaging or calculate outtake or small order surcharges.
3. If we are forced through majeure, strike or lockout or effects of industrial action or other unforeseen obstacles that we can not avert despite reasonable care under the circumstances – and how traffic – whether occurred in our business or at a supplier breakdowns, lack of materials, official interventions, are prevented from fulfilling our delivery and performance requirement, the delivery period will be extended in an appropriate manner. If due to the circumstances of the aforementioned type, the delivery or service wholly or partly, is impossible or unreasonable for one of the parties, it is entitled to fully or partially withdraw from the contract. The purchaser cannot however derive claims. The comission of the preceding paragraph also applies, if the named events occur at a time in which we are in default. Correct and timely delivery is not included in these circumstances. If their obligations despite our efforts not comply, we are entitled to resign from the contract. The other party cannot deduce claims from this.
4. We are committed to comply with specified deadlines. They are not binding, unless they are expressly designated as binding. Even with a delivery delay, it shall not be in default until we have received a written reminder of the customer. In case of default or impossibility for which we, the purchaser, under the legal conditions, are entitled to withdraw. In case of a late delivery delay suffered by the purchaser, he can, under the conditions of the provisions in number. IX ( general liability ) and the exclusion of further claims for damages, demand a compensation for the delay in the proven amount of damage, but at most for each full week of delay 1/2 of 100, up to the amount of a maximum of 5 percent of the value of that part of goods or services, which can not be put into operation or functional line use, due to the delay.
IV. Shipping and packaging
1.The shipment of goods (including any returns) are at the expense and risk of the purchaser. Shipments are only insured by us, if this is expressly agreed. This is true even when we see the goods with their own vehicles; in this case we are entitled to charge supply costs up to the amount of the fees that would be incurred if a different delivery service (usual).
2. As far as the purchaser does not provide otherwise, the delivery is at our discretion. We take no responsibility for cheapest shipment.
3. We reserve the right to not make the shipment from the place of performance, within the meaning of Section XI, but from another location of our choice.
4. The package is calculated (at cost) separately. The packaging can not generally be withdrawn.
V. Prices
1. ALL prices are in Euro inclunding VAT and excluding packaging from our warehouse or ex works at our discretion.
2. All the customer accessible prices are not binding. Unless otherwise stated in writing, we always provide validly on the day of the delivery bill.
VI. Retention of title
1.The delivered goods stay as our property, until payment in full of all our claims from the business relationship, regardless of the legal reason, up to the redemption of exchange and checks as well as to the irrevocability of debits is completed. In case of current account, the retained ownership applies as security for our balance claim.
2.The purchaser is permitted, in the normal course of business, the resale of the goods subject to retention. The authorization may be revoked. The resale may only be for cash or subject to retention of the title. Security, pledging and other rights affecting our orders are prohibited from the customer. The purchaser hereby assigns all, from a resale or from another legal ground with regard to the goods, claims it has, onto us. At our request, he has to send a list of subrogated claims to us at any time and inform the garnishee about the assignment. The purchaser is authorized to collect claims assigned to us as long as he fulfills his payment obligations as agreed. The collected money shall be paid immediately, on our claims, against the purchaser.
3.The processing of our reserved goods is carried out for us, without incurring any obligations to us. If the delivered goods are processed with remaining in someone else’s property goods, combined or mixed, we are entitled to join ownership of the new object or the mixed pieces in proportion to the value of our reserved goods to the other goods at the time of processing, combining or mixing.
If the purchaser acquires ex lege by the processing, combining or mixing the sole ownership of the new object or the mixed pieces, we agree with him about giving us the mixed processed, combined or in proportion to the value of the reserved goods to the value of the new or the mixed pieces at the time of processing, combining or mixing of the new object or the mixed ownership pieces grants and be free of charge, which secures the diligence of a prudent businessman for us. For the resale of processed, connected or mixed goods Paragraph 2 shall apply mutatis mutandis; the resulting, from the resale or other legal reason, demand is already assigned to the invoice value of our reserved goods or only to the amount to us, which corresponds to our share of ownership, whichever is lower.
4. Every access of a third party to the reserved delivered goods, the articles made therefrom or to the claims assigned to us, the purchaser shall immediately inform us, the necessary documents have to be sent (eg . As a copy of a bailiff) and the third party of our ownership noted.
5. The rights from ‘retention of title’ and from its special forms mentioned above are valid until complete release from contingent liabilities continued (for e.g. called back Jump), which we have entered in the customer’s interest.
6. If the value of the securities given to us exceeds our claims by more than 10%, we will undertake to release the appropriate securities at our discretion, at the customer’s request. Including all of our claims from the business relationship, the ownership of the reserved goods and the assigned claims shall be transferred to the purchaser.
VII. Warranty and liability for defects
1.The customer is bound to undertake an immediate examination and notification of the goods. Complaints due to incomplete or incorrect delivery or complaints due to visible defects must be made immediately, but at the latest 10 days after the receipt of goods, in writing, of hidden defects immediately after discovery, but no later than 7 days after the discovery.
2. Changes in design or execution correspond to the state of the art. Changes that we or our suppliers have done, after contracting in general and the quality and functionality of the delivered goods do not interfere, do not entitle you to a complaint. The presence of substantiated deficiencies leads us to send replacement or repair the (subsequent performance).
If it is clear that the subsequent performance has finally failed, impossible or is finally rejected by us, the customer may demand cancellation of the contract or reduction. If there is only a minor defect, and if the goods are without detriment recyclable to the purchaser, it shall only be entitled to a reduction of the purchase price. We deliver the replacement of the defect for free or, if the purchaser withdraws from the contract, he has to pay compensation for the profits drawn. For determining the value of usages, it depends on the prorated linear depreciation in comparison between the actual service life and expected duration of use. No warranty is given for damage arising from the fact that the delivery, by an outside agent or by the installation of third party parts, is changed such that the delivery item is defective put into operation or that defective construction is present. Furthermore, the warranty is not responsible for damage caused by failure to comply with statutory, or adopted by us or our suppliers installation and handling instructions.
3. Rejected goods are always sent to us freight. We have left this clause, however wish to point out that it is likely to be ineffective if substantial freight costs may be incurred. Bundled packaging and check slip must be attached. If it turns out for the complaint to be true, we will deliver the replaced or repaired parts, freight prepaid.
4.The warranty period for new products is 1 year after delivery. For used products is there is no warranty. The limitation period in the case of recourse according to §§ 478, 479 BGB, remains unaffected of the provisions of the two preceding sentences. Claims for damages due to a defect caused by injury to life, limb or health or according to the Product Liability Act are also not limited by the regulations above.
Other legal warranty claims for damages in case of gross negligence, willful misconduct or breach of contract (for a definition of material contractual obligations , see § 10) are also not limited by these regulations.
5. The liability for damages under the liability for defects IX applies for these conditions.
6. The goods with commissioning as accepted, apply for services.
VIII. Return of goods
1. Properly ordered and delivered goods will not be returned. For freight-free return with our agreement, we will charge for administrative expenses and loss of earnings up to 20 % of the net value of the goods. Further deductions are reserved for any impairment.
IX. General liability, reimbursement of expenses
1. Without prejudice to the provisions under III. 4. these conditions, claims for damages of any kind within and outside the warranty, due to breach of contractual obligations, delay or impossibility, incorrect advice, from negligence of contract, violation of other contractual obligations, tort or any other legal theory, in particular also for damages that do not occur on the delivery item itself, e.g. for lost profits, loss of production – are excluded. A liability is only valid for intent or gross negligence, culpable injury to life, body, health, defects that we have fraudulently concealed, for assuming a specific guarantee or defects in the delivery item to the extent and under the product liability law for damage to privately used objects there is liability for personal injury.
2. In the case of culpable violation of essential contractual obligations, we shall also; in this case the liability is limited to the typical, reasonably foreseeable damage except in cases of gross negligence.
Material contractual obligations are those whose fulfillment the proper execution of the contract in the first place and on whose observance the contractual partner regularly relies and may rely.
3. Expense claims the purchaser in accordance with § 284 BGB are far waived, as a claim for damages is excluded in lieu of performance under the above provisions.
X. Payments
1. Our invoices are payable within 14 days after date of invoice. An unknown customer, ordering will receive the goods for a payment in advance or cash on delivery.
2. Payments are always offset against the oldest due.
3. Bills and checks are only taken in by agreement. Resulting switching costs and discount charges, shall be borne by the purchaser. Punctual supply of protest is not guaranteed.
4. For delay times, the legal interest rate of 5 % per annum is required.
5. If after conclusion evident that our claim to payment is at risk owing to the purchaser, all our claims from the business relationship, even in the case of a deferral and in bills of exchange and checks, are due for immediate cash. In addition, we are entitled to demand advance payments or securities. Further rights, for e.g. rescind the contract and claim damages for non-performance, remain unaffected.
6. The customer may only offset, recognized by us, undisputed by us or legally established claims. He can only withhold payments due to counter claims, if they are from the same contractual relationship and are undisputed or legally.
XI. Fulfillment and jurisdiction
1. Place of performance is Neuss. Jurisdiction for all disputes, including bills and checks is, unless the purchaser is a merchant, legal entity under public law or public law special fund or has no general jurisdiction in Germany, our business headquarters in Neuss.
We can choose to sue the purchaser at the court which is responsible for his seat.
XIII. Final provision
1. The law of the Federal Republic of Germany applies for this contract.
2. The provisions of the CISG ( CISG ) are excluded.
