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General Terms and Conditions

General Terms of Delivery

1. Scope

Our Terms of Deliver shall apply exclusively. The terms of delivery of a Customer which may deviate from our Terms shall not apply and shall not bind us, even if we do not specifically so state. Any divergence from this stipulation must be in writing.

2. The Contracting Procedure

An order placed shall be binding. We may accept such an offer at our discretion within four weeks by sending a confirmation of the order, or by dispatching the ordered product to the ordering party within such a period.

3. Prices/Terms of Payment

Inasmuch as no different stipulation shall be made in the order confirmation, our prices apply franco domicile.
Our invoices are due for payment without deduction within thirty days of the date of invoice, provided no other provision shall have been agreed upon. If the customer shall delay payment, we shall be justified in demanding default interest to the amount of 3% above the respective rediscount rate of the German Bundesbank. If we can substantiate a greater amount of damage due to the delay, we shall be justified in claiming such an amount.
In cases of contracts with a period of validity of more than four months, we reserve the right to increase our prices in accordance with increased costs due to wage agreements or increases in the prices of materials. If such increase shall amount to more than 5% of the price agreed upon, the Customer shall have the right of cancellation. In cases in which the customer is a registered merchant, a legal entity under public law or a special property under public law, changes of price as per the aforementioned regulation shall be permitted, if more than six weeks expire between conclusion of the contract and the delivery date set.
The Customer shall be entitled to offsetting only if his counter-claims shall have been finally adjudicated, undisputed or accepted by us.
Stated prices are understood to be not including the legally stipulated value-added tax. Any logistics expenditures (packaging, freight, postage, insurance, etc.) shall be additionally charged, unless some other stipulation shall have been made.

4. Cancellation Costs

If the Customer shall without just cause cancel any order he has placed, we may claim 10% of the sales price for the expenditures caused by the processing of the order, and for lost profit. Such claim shall in no way diminish our right to claim compensation for any damage which is actually higher. The Customer shall bear the burden of proof that such damage is in fact lower.

5. Delivery

The delivery period shall start with the dispatch of the order confirmation, in no case however prior to the submission of all documents, authorizations and releases to be obtained by the Customer, as well as any down payment.
The delivery time shall be considered to have been met if notification of readiness for dispatch shall have been made, or the object in question shall have left the plant by the delivery date. The risk shall be transferred to the ordering party as soon as the shipment is turned over to the party conducting the transport of the same.
The delivery time shall be extended due to any measures taken in the context of industrial actions, particularly strikes or lockouts, or due to any unforeseen circumstances beyond our control, e.g. malfunction or delay in the delivery of substantial materials, inasmuch as such circumstances shall demonstrably be of considerable impact on the delivery of the object in question. This shall also apply if such circumstances shall impact upon any sub-supplier. The delivery time shall be extended in accordance with the duration of such measures or circumstances.
Delivery times shall be applicable and binding only if we specifically confirm them in writing.
If we should be delayed in delivery, an adequate extension shall be granted. After lapse of such an extension to no avail, the Customer may withdraw from the contract. Our liability for indemnity shall be limited to 30% of the foreseeable damage in case of delay, or in case of simple negligence. Claims to a greater amount of compensation shall only be justified in cases of contractual non-fulfillment based on intent or gross negligence.
We shall be justified in making partial deliveries within the delivery times indicated by us, inasmuch as no disadvantage shall thereby arise for the use of the object.

6. Reservation of Title

We reserve the property rights to any delivered object up to the time of receipt of all payment under the contract. As long as such reservation of title shall apply, the Customer may neither pawn, lend nor transfer such object, nor transfer it as security. In case of violation of the contract by the Customer, we shall be justified in repossessing the purchased object. Such repossession and distraint of the purchased object shall not constitute withdrawal from the contract, unless the stipulations of the of the consumer credit law apply, or unless we specifically so state in writing.
In case of distraint or any other intervention on the part of any third party, the Customer shall immediately inform us by presentation of the distraint order, if necessary in writing. In case of application to a registered merchant, a legal entity under public law, or a special property under public law, the following shall apply:
The Customer shall be justified in selling the delivered objects in the proper course of business. However, he shall hereby surrender any claim to such a share of the amount that such sale may yield, as shall be equal to the purchase price, (incl. value added tax) agreed upon between us and him, regardless of whether said objects shall be resold as is, or after further processing. The customer shall be authorized to take possession of such claims even after they have been surrendered. Our right to take possession of such claims shall not be diminished by such stipulation; however, we hereby undertake not to take such possession as long as the Customer shall meet his financial obligations duly and not delay payment. However, should he do so, we shall be justified in demanding that the Customer make known such surrendered claims and their debtors, and provide all information which may be necessary for such taking of possession, that he surrender any associated documents to us, and that he inform the debtors (third parties) of such surrender.
Any processing or reconstitution of any delivered object by the Customer shall be undertaken on our behalf. If such objects shall be processed together with other objects not belonging to us, we shall acquire co-ownership of any such new object in proportion to the value of the delivered object to that of the other objects processed with them. If such objects shall be mixed inseparably together with other objects not belonging to us, we shall acquire co-ownership of any such new object in proportion to the value of the delivered object to that of the other objects mixed inseparably with them. The customer shall safeguard such co-owned property for us.
We hereby undertake to release any securities to which we may be entitled on demand of the Customer, provided the value of the same shall exceed the claims to be secured by more than 20%.

7 .Complaints for Defects/ Guarantee

The customer shall lodge any complaint regarding defects in writing by the quickest means of communication, immediately after receipt of the product, but at the latest within twenty-four hours. Any deviation, damage or loss shall be immediately certified at delivery by the final delivery agent. If this is not done, we shall be released from any liability.
If any defect caused by us shall occur, we shall be entitled to either repair such defect, or to provide a substitute delivery. In case of repair, we shall be required to bear all costs required for such repair, in particular those for transportation, travel, labor and materials, inasmuch as such costs shall not be increased due to removal of the purchased object to a place other than the place of fulfillment. If such repair should fails, or we shall not be willing or unable to provide repair of such defect, or substitute delivery, or if such remedy shall be delayed unreasonably for reasons caused by us, the Customer shall be justified in withdrawing from the contract, or in demanding a reduction of the purchase price. We shall not be liable for any further claims by the Customer, particularly including claims for compensation, or pecuniary losses incurred by him. This shall not, however, apply in any case of a claim for damage based on intent or gross negligence on our part. Nor shall it apply if the Customer shall claim compensation for the lack of any characteristic which shall have been guaranteed. If we shall negligently violate any substantial contractual obligation, the Customer, our liability shall be limited to the foreseeable damage.
The legal period of warranty shall apply to the purchased object as of transfer. The same period shall apply to any claim for compensation for damages ensuing from any defect, inasmuch as no claim shall have been lodged on the basis of any tortuous act
No defect in one part of the delivery shall not be considered grounds for complaint against the entire delivery, unless partial delivery shall be of no use to the Customer. Natural wear and tear shall in all cases be excluded from the guarantee.

8 .Place of Fulfillment

The place of fulfillment and legal venue shall be our corporate offices. In any case in which the Customer shall be a registered merchant, a legal entity under public law or a special property under public law, the court at which any legal complaint shall be lodged in any contractual dispute shall be the court with jurisdiction at our main corporate offices. We shall also be entitled to take legal action in the court with jurisdiction at the main corporate offices of the Customer.
Only German law, exclusive of the laws regarding the international purchase of movable objects, shall apply, even if the customer has his corporate offices abroad.

9. Supplementary Agreements/General

Any transfer of rights and duties based on a contract made with us shall be valid only with our written consent. Should any stipulation be or become invalid, the remaining stipulations shall remain valid. No oral or other agreement shall be valid unless confirmed by us in writing.
Any terms of purchase of the Customer which contradict statements herein are hereby expressly stated to be inapplicable.

As of March 21, 2007

 

OrgaPlan GmbH · Enschederstr. 16a · 48599 Gronau
Phone: +49 (0) 25 62 . 93 74 - 0 · Fax: +49 (0) 25 62 / 93 74 - 45 · E-Mail: info [ aet ] orgaplan [ minus ] gronau [ dot ] de
© 2007 OrgaPlan GmbH, Gronau, Germany

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