General Purchase and Delivery Terms and Conditions of P-D Glasseiden GmbH Oschatz
These Purchase and Delivery Terms and Conditions apply to all business dealings with customers or other parties ordering (hereafter „customer“), even if not mentioned subsequently in connection with contracts. These terms and conditions shall also apply, if the customer, particularly when accepting a delivery or confirming an order, refers to own terms and conditions of trade, unless they were expressly agreed.
All orders will be confirmed in writing. Only the written confirmation of the order shall constitute acceptance. Changes or amendments require a written confirmation, too.
I. Time for Delivery
1. The delivery time shall run from the day the confirmation of the order is sent, but not before the customer provided all documents, approvals, releases requested or the agreed advance payment is received. The delivery time must be expressly agreed.
2. The delivery time shall be considered as adhered to, if readiness for dispatch is announced
until its expiration or if the goods are dispatched.
3. The delivery time may be extended in case of measures within industrial actions, particularly strikes and lockouts as well as unforeseen obstacles beyond our control, such as operational breakdowns, delays in receiving important materials, as far as such obstacles have a demonstrable effect upon the delivery concerned. The same applies, if such events of force majeure occur with suppliers. The time for delivery extends by the duration of such measures or obstacles.
We will also not be liable for aforementioned circumstances, if occurring during a delay. In important cases the customer will be notified as soon as possible about beginning and ending of such obstacles.
4. Partial consignments shall be admissible within the agreed delivery time, if no disadvantage results from it for use.
5. Even if a fixed delivery time or delivery date had been agreed, P-D Glasseiden GmbH Oschatz shall be granted an additional period of time of reasonable length upon default.
6. A compensation for damages caused by default shall be restricted to cases of gross negligence or intent.
7. The single order value shall be the maximum amount allowed as compensation.
II. Supply Quantity
1. The supply quantity will be determined by our written confirmation of the order.
2. Any changes in the specifications of the products, services and supplies, resulting from technological improvements or legal requirements, remain reserved during delivery time, provided that it will not change the ordered product significantly and is within the bounds of what is reasonable for the customer.
III. Cancellation Costs
If the customer cancels an order without justification, the customer will have to pay for the goods already manufactured and additionally 10 % of the purchase price for costs and expenses incurred for processing the order and for lost profit. It shall be left to the customer to prove a smaller damage.
IV. Packing and Dispatch
Packaging materials will become the property of the customer and are included in the price. A postage and packaging charge will be allowed for very small amounts and invoiced separately. The mode of dispatch will be chosen at best discretion. Re-usable packages are excluded of this. They have to be returned to us in serviceable condition.
V. Acceptance and Passing of the Risk
1. The customer is obliged to accept the delivered product. The deliveries are free deliveries to customer's address or supplier's plant. The customer is obliged to inspect the delivered product at the place of delivery with regard to conformity with the order/contract.
The customer is obliged to accept the delivered product, unless the customer is temporarily prevented from accepting not due to customer's fault.
2. On transfer and acceptance of goods sold, any risks pass to the customer. If the customer declares to refuse acceptance, the risk of accidental loss, destruction or deterioration passes to the customer at the moment of refusal to take delivery.
3. Complaints of obvious defects must be notified by the buyer to the supplier within 8 days of receipt of the goods and must be accompanied by a full set of documents proving the defect (samples, labels, etc.). Return supplies of goods can only be accepted and credited provided the supplier has checked the returned goods and has accepted the existence of a defect without contradiction.
VI. Price Changes
Price changes will be admissible, if there are at more than three months between the conclusion of a contract and the agreed delivery date. If wages, cost of materials or import duties increase until the completion of the order, we will be entitled to raise the price in accordance with the price increase(s).
he customer is a merchant, a public law entity or a separate fund under public law, price changes will be admissible in accordance with above arrangement, if there are more than six weeks between the conclusion of a contract and the agreed delivery date.
1. We assume warranty liability for defects at the delivered product(s) as defined below, provided however that they were stored in their original packaging and in closed rooms:
a) During a period of six months following acceptance of the delivered product(s) the customer shall be entitled to demand removal of defects (subsequent improvement). If we are unable to remove the defects subject to our warranty obligation or if further attempts of subsequent improvement are unreasonable, the customer may ask for conversion (annulment of the contract) instead of subsequent improvement or for reduction (lowering of the purchase price).
b) Normal wear and tear is in any case excluded from warranty.
2. With regard to further claims and rights we will only be liable in cases of intent and gross negligence. Beside that liability is excluded.
VIII. Reservation of Property Rights
1. We reserve the title to the delivered products until payment is made.
2. In the event of the customer being in breach of contract, particularly a delay in payment, we will be entitled to take back the delivered products following a respective reminder, and the customer shall be obliged to return them.
3. The assertion of a reservation of property rights as well as our seizure of the delivered products shall not be regarded as a withdrawal from the contract unless the provisions of the consumer credit laws apply or we expressly declare such a withdrawal in writing.
If the customer is a merchant, a public law entity or a separate fund under public law, the following additional regulations shall apply:
4.The customer is entitled to resell the delivered products in the ordinary course of business. The customer will, however, already assign any claims to us to the amount of the purchase price agreed between us and the customer (including VAT), which the customer may realise from the resale regardless of whether the delivered products were resold after further processing or not. The customer is entitled to collection of these claims following assignment. It shall not effect our authority to collect these claims ourselves. However, we undertake not to collect any claims as long as the customer duly meets its financial obligations punctually and is not in default. In case of default, however, we will be entitled to demand that the customer announces assigned claims and their debtors, gives all information required for collection, submits all associated documents, and notifies the debtors (third parties) of the assignment.
5. The processing or transformation of the goods is always done for us by the customer. If the delivered products are processed with other products, which do not belong to us, we will acquire a co-owner's interest in the new good in a ratio of the value of the delivered products to the other processed products and to the processing time.
6. If the delivered products are inseparably mixed with other products, which do not belong to us, we will acquire a co-owner's interest in the new good in a ratio of the value of the delivered products to the other products included. The customer shall keep safe our interests.
7. The customer is not entitled to neither pledge nor assign the delivered products as security for a debt. In the event of attachment, seizures or other orders of any third party, the customer shall inform us immediately and provide all information and documents required for the safeguarding of our rights. Law enforcement officers or a third party must be informed about our property.
8. We undertake to release securities we are entitled to upon the customer's request, provided that the value of the claims to be secured, if not paid yet, exceeds by more than 20 %.
IX. Liability in Tort
Claims in tort are excluded, unless the damage was caused deliberately or by gross negligence. The same applies to actions of our vicarious agents.
X. Payments Terms
1. The purchase price and payments for ancillary obligations shall become due with the delivery of goods.
2. Payments made by cheque or bill of exchange shall only be considered as made when honoured. Bills of exchange always require a written agreement with us beforehand. With the acceptance of bills bank discount charges and collection fees will be charged. These charges/fees must be paid immediately in cash.
3. Default interests are calculated with 5 % per year above the basic interest rate of the European Central Bank. They will be higher, if we prove expenses at higher interest rate.
4. If the customer is a merchant, a public law entity or a separate fund under public law, a retention of payments due to any counterclaim of the customer, which we have not admitted, or a set-off against such counterclaims, shall not be admissible.
XI. Place of Performance and Jurisdiction
1. The place of performance shall be Oschatz.
2. The courts of the place of business of P-D Glasseiden GmbH shall have exclusive jurisdiction over all disputes or litigation resulting from the contractual relationship, if the customer is a merchant, a public law entity or a separate fund under public law. We are also entitled to file action at the place of business of the customer.
3. Entered contracts and placed orders are exclusively governed by German law. The provisions of the Hague Conventions Relating to a Uniform Law on the International Sale of Goods are expressly excluded, even if the customer has its place of business abroad.
1. The rights and obligations resulting from the order placed by the customer may not be assigned or transferred without our prior written consent.
2. If any term or provision contained herein is or becomes invalid, the remainder of these terms and conditions shall not be affected thereby.