| 1. General
1.1 Any deviations from these terms of sale, in particular the application of the customer's conditions of purchase, shall require our express written agreement.
1.2 Our offers are without obligation. Orders are not firm for us unless we send an acknowledgement or fulfil them by delivering the goods.
1.3 The contractual relationship shall be governed by German law exclusively, in particular the Civil Code and the Commercial Code.
1.4 Our terms of delivery and payment, which our customer accepts by placing the order, shall apply exclusively, including for future business, even if not expressly referred to but previously issued to the customer in connection with an order acknowledged by us. If the order is placed on terms contrary to our terms of delivery and payment, our terms of delivery and payment shall likewise apply exclusively, even if we do not oppose the contrary terms. Deviations shall be allowed only if expressly agreed by us in writing.
2. Delivery
2.1 Unless otherwise agreed our deliveries are made ex customs warehouse in the Federal Republic of Germany.
2.2 Deliveries are made at agreed prices. Prices are quoted exclusive of value-added tax.
3. Payment
3.1 Our invoices are due for payment upon receipt without any deductions. Special arrangements may be agreed in a particular case and must be set down in writing.
3.2 If the customer is in default with any payment obligations towards us, all existing debts shall become due immediately. In the event of default DawOst GmbH shall be entitled to charge interest in the amount of normal bank interest on debit balances and a minimum of eight percentage points above the European Central Bank base interest rate, reserving the right to claim further loss.
3.3 All payments are to be made with the effect of full discharge exclusively to the bank account of Crefo-Factoring Rheinland GmbH, Graurheindorferstr. 92, 53117 Bonn, to whom we have assigned our present and future claims arising from our business relationship. We have also transferred our title retention to that organisation.
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4. Retention of Title
4.1 Goods sold remain our property until debts due to us arising from the business relationship with the customer have been settled in full. We are entitled to assign claims arising from our business relationships. The customer is entitled to dispose of the goods sold in the ordinary course of business.
4.2 The customer here and now assigns claims against third parties arising from resale collectively to us as security. The customer is authorised to collect such claims on our account until revocation or cessation of its payments to us. The customer has no other rights of disposal, such as assignment as security or pledging.
4.3 Retention of title is subject to the condition subsequent that ownership of the reserved goods shall pass to the customer upon complete discharge of the total outstanding debt at the time. If the value of the securities exceeds the debt due to us by more than twenty per cent we shall at our option release securities to that extent upon request from the customer.
5. Warranty
5.1 All information on the suitability, processing and use of our products is provided to the best of our knowledge but does not exempt the customer from carrying out its own inspections and tests.
5.2 Immediately upon receipt of goods delivered the customer shall carefully examine them for damage, defects and shortages and shall notify us of any defects. Otherwise the goods shall be considered accepted.
5.3 Any complaints can be considered only if notified in writing, enclosing documentary proof, within twenty-four hours in the case of fresh goods and within two days in the case of refrigerated products and other goods.
6. Compensation
6.1 Insofar as legally permissible our obligation to compensate on any legal grounds whatsoever shall be limited to the invoice value of the quantity of our goods directly involved in the event causing the damage.
6.2 This shall not apply if we have unlimited liability for intent or gross negligence pursuant to mandatory provisions of law.
7. Place of Performance and Place of Jurisdiction
7.1 The place of performance for payment shall be 53117 Bonn. All contractual relations shall be governed by German law; the place of jurisdiction shall be 53117 Bonn
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