General Terms and Conditions of Business
1. Applicable terms and conditions
The Seller’s General Terms and Conditions of Business form the basis for all offers and contracts relating to goods deliveries. The general terms and conditions of purchase of the Buyer and any other deviating terms and conditions are only binding if they have been expressly recognised by the Seller in writing.
The prices of the Seller’s last valid price list are subject to change, net ex works and exclude duties or charges unless a deviating written agreement has been expressly agreed.
In the event of a change in personnel costs or the costs of auxiliary and operating materials or the introduction of increased levies to public authorities, etc. which occur until an order has been completed, the Seller reserves the right to apply prices which are relevant at the time of delivery of the goods and adequately take account of these increases in so far as they have an influence on the products which are the subject of the order.
The value added tax shall be charged to the Buyer separately at the rate determined by law in each case.
Minimum order value: If the value of the order is less than € 300.00 net, pro rata handling charges of up to € 20.00 will be billed.
Sales representatives: all agreements with individual persons, especially with the Seller’s sales representatives, shall not become binding for it until they have been confirmed in writing by employees of the Seller who are authorised in this respect.
3. Delivery dates
Delivery dates shall apply ex works (EXW). They shall be deemed to have been met if the goods have been notified as ready for dispatch on the agreed date. The Seller is entitled to carry out part deliveries.
The Seller shall be released from its obligation to deliver for as long as the Buyer is in default of payments or the provision of other documents. Delays in delivery which arise at no fault of the Seller entitle the Seller to extend the delivery period by an appropriate period or to withdraw either fully or in part from the obligation to deliver.
If the goods cannot be shipped for reasons for which the Buyer is responsible, then the Seller shall be entitled to put the goods into storage at the risk and expense of the Buyer. The date of entry into storage serves as the date of delivery in such instances; the warehouse receipt replaces the shipping documents.
If delivery is delayed for the reasons described above, the Seller is not obliged to pay a contractual penalty and/or compensation. Claims for compensation are otherwise limited to cases where delays are deliberate or caused by gross negligence.
Unless otherwise agreed, goods shall be forwarded at the risk and cost of the Buyer. The risk shall pass to the Buyer at the latest upon dispatch.
4. Retention of title
The goods shall remain the property of the Seller until all claims due to it in respect of the Buyer have been settled. The Buyer is prohibited from engaging in prior pledging or assignment of the goods as security. In the event that the goods supplied by the Seller are resold as intended or transferred to third parties for some other legal reason before full payment of the purchase price, the Buyer shall hereby already assign to the Seller all claims against its purchaser to which it is entitled from the onward sale of the reserved goods, together with all subsidiary rights. In case of processing, combination or mixture of the goods as intended, the assignment equals the amount of the invoice value of the goods of the Seller which have been used for this purpose. On request from the Seller, as soon as the Buyer is in default of payment, the Buyer shall notify its onward purchaser of the assignment of claims and furnish the Seller with the information required to collect the receivable and hand over the necessary documentation.
The Buyer shall be entitled and obliged, in so far as no other arrangement is specified by the Seller, to collect the counter-value for the goods which have been resold, which automatically become the property of the Seller, and to hold this payment in safekeeping for the Seller separately from the Buyer's other payment funds.
In case of doubt, the retention of title shall continue to apply until the Buyer in each individual instance demonstrates that the goods have been paid for in full. In the event that a third-party claim is made on the goods which are subject to the Seller’s reservation of title, e.g. through pledging, or where third parties lodge claims against the receivable assigned to the Seller, the Buyer shall be obliged to notify the Seller of this without delay and to inform the third parties regarding the reservation of title or the assignment of the receivable.
The purchase price is due in euros (€) on delivery and receipt of invoice, in so far as no other arrangement has been agreed in writing.
The terms of payment shall be agreed separately. Where this is not already the case, invoices shall be paid without deductions within 30 calendar days from the invoice date. If this period is exceeded, the Seller shall be entitled to demand interest on arrears at the level determined by law in section 288 of the German Civil Code (Bürgerliches Gesetzbuch).
A discount is only admissible in accordance with the relevant details on the invoice. The payment date for the discount is deemed to be the day on which the money is received by the Seller or the day on which it is credited to one of its bank accounts.
The Buyer is not entitled to withhold or delay or offset against payments on account of counter-claims which have not been expressly acknowledged by the Seller or finally established in law, or for any other reasons.
In the case of payments against bills of exchange or cheques, payment shall not be deemed to have taken place until they have been cashed.
The payment date is deemed to be the day on which the money is received by the Seller or the day on which it is credited to one of its bank accounts.
The Seller will only take back goods in particularly justified exceptional cases. Repurchasing requires the Seller‘s express consent in writing, and without this no credit note shall be issued for returned goods. The value to be reimbursed in the event of a repurchase of goods is dependent on the age, condition and suitability for resale of the goods. Products which are expressly ordered to special requirements or which do not form part of the Seller’s standard range of supplied products are fundamentally excluded from repurchasing arrangements.
In the case of electrical or electronic appliances, the Buyer shall give an assurance to the client that it uses the supplied goods solely or usually in establishments other than private households.
The Buyer shall bear the risks and costs for transporting the repurchased goods.
7. Complaints and liability
The Buyer is obliged to inspect deliveries of goods immediately following receipt to ensure that they are undamaged and complete, and to check on their identity and quality. Any obvious defects that come to light shall be reported to the Seller in writing within 14 days following receipt of the goods. Where the Buyer fails to give such notice, the goods shall be deemed to be accepted without complaint and the delivery deemed to be performed in accordance with contract. External damage which can be clearly identified at the time of receiving the goods shall trigger an immediate complaint to the haulier or the freight carrier.
Where the complaint of fault is notified in good time and is justified, the Seller may firstly fulfil the order through follow-up actions. Where this subsequent fulfilment is unsuccessful, the Buyer's right to reduce the purchase price or to withdraw from the contract is reserved. Any further claims by the Buyer are excluded. Claims due to defective goods shall become statute-barred within 12 months.
The Seller’s liability is limited to intentional and grossly negligent conduct, in so far as no breach of the cardinal obligations of the contract has occurred. Furthermore, the liability for economic loss is limited to the foreseeable damage.
8. Binding nature of the contract
The remaining parts of the contract shall remain binding even if individual points are rendered legally invalid. This does not apply if adherence to the contract would constitute an unacceptable hardship for one of the parties.
9. General Information
All offers and contracts are based on Incoterms 2010.
The place of performance for deliveries is the place of dispatch and for payment it is Freiberg/Sachsen (bank account).
The law of the Federal Republic of Germany applies.
The sole place of jurisdiction arising from and with regard to the respective order is the court responsible for the Seller’s principal place of business.
Last amended: January 2012
Hemedis GmbH, Dorfstr. 106, 09638 Lichtenberg, Germany, Tel.: +49 (0) 37323 1553-0, Fax: +49 (0) 37323 1553-30, Email: firstname.lastname@example.org, www.hemedis.de