Delivery, passing of risk, acceptance, default of acceptance
Prices and terms of payment
Section 3 Delivery period and default
The delivery period shall be agreed individually and/or specified by us at the time of acceptance of the order. Otherwise, we will deliver as soon as possible.
We shall be entitled to effect partial deliveries.
Commencement of the delivery period specified by us shall be subject to the clarification of all technical questions as well as timely and proper fulfilment of the customer’s obligations.
If we fail to meet binding delivery periods for reasons for which we are not responsible (non-availability of service), we will inform Buyer thereof as well as of the foreseeable new delivery
period. If the service is not available even within the new delivery period, we shall be entitled to withdraw from the agreement in full or in part; any consideration already received from Buyer
will be returned immediately. A case of non-availability of service in this context shall occur, in particular, if we are not supplied in time by our suppliers after concluding a congruent
covering transaction. Our statutory rights of withdrawal and termination, as well as the statutory provisions on the handling of a contract in case that the obligation to perform is excluded (for
example, impossibility or unreasonableness of service and/or subsequent performance) shall remain intact. The rights of withdrawal and termination of Buyer under Section 8 of these GTC shall also
Whether or not a default in delivery has occurred shall be subject to the statutory provisions. At any rate, a reminder from Buyer shall be required. If we default in delivery, Buyer may
demand a lump-sum compensation for the damages caused by such default. The compensatory lump sum shall amount to 0.5% of the net price (delivery value) for each completed calendar week of the
default, but overall to no more than 5% of the delivery value of Goods delivered late. We reserve the right to demonstrate that Buyer did not suffer any damage or that the damages are
substantially less than the aforementioned lump sum.
If the supply contract makes reference to Incoterms and their applicability is agreed, the version of Incoterms 2010 shall apply.
Section 4 Delivery, passing of risk, acceptance, default of acceptance
Delivery shall be ex warehouse, which shall also be the place of performance. At the request and cost of Buyer, the Goods will be shipped to another destination (sale by dispatch). In the
absence of any provisions to the contrary, we shall be entitled to determine ourselves the type of shipping (particularly with respect to the carrier, mode of shipping and packaging).
No later than upon shipping, the risk of accidental loss and accidental deterioration of the Goods shall pass to Buyer. In the case of sale by dispatch, however, the risk or accidental loss
or accidental deterioration of the Goods, as well as the risk of delay, shall pass at the time the Goods are handed to the haulage contractor, carrier or any person or outfit contracted to ship
the Goods. Where acceptance is agreed, the passing of risk shall be subject thereto. As well, such acceptance shall be subject to the statutory provisions under the contract-for-work law.
Handover and/or acceptance shall be deemed to have been completed if Buyer defaults in acceptance.
If Buyer delays acceptance, fails to cooperate as obligated, or if our delivery is delayed for other reasons for which Buyer is responsible, we shall be entitled to demand compensation for
the damage incurred, including additional expenses (for example, storage costs). In this context, we will charge a compensatory lump sum in the amount of 5% of the order value for each week
commenced, beginning with the delivery period and/or – in the event there is no delivery period – upon notice of readiness for dispatch of the Goods. Proof of higher damages and our statutory
claims (particularly compensation for additional expenses, reasonable compensation, termination) shall remain intact; the lump sum, however, shall be credited to further monetary claims. Buyer
may demonstrate that we did not suffer any damage or that the damages are substantially less than the aforementioned lump sum.
Section 5 Prices and terms of payment
Unless the parties have agreed provisions to the contrary in individual cases, our prices that are in effect at the time of the conclusion of contract shall apply, ex warehouse, plus
statutory value-added tax.
In the event of sale by dispatch (Section 4(1)), Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance that Buyer may have requested. Any customs duties,
fees, taxes and other public charges shall be borne by Buyer. We will not accept returned transport and other packaging materials pursuant to the packaging ordinance; such materials shall become
the property of Buyer, except for pallets.
The minimum order for shipping deliveries shall amount to €250.00 (excluding VAT). For small deliveries below the minimum order value, proportional processing costs amounting to at least
€25.00 (excluding VAT) will be invoiced.
If the agreed delivery period exceeds two months after contract conclusion or if the delivery is delayed by more than two months after contract conclusion for reasons not attributable to us,
we shall be entitled to calculate the prices valid at the date of delivery.
The purchase price shall be payable in advance, unless the parties have reached agreement to the contrary.
Upon expiry of the aforementioned term of payment, Buyer shall be deemed in default. The purchase price shall be subject to statutory late-payment interest during such default. We reserve to
bring claims for further default-related damage.
Buyer shall have rights of set-off or retention only to such extent as Buyer’s claims has been confirmed by declaratory judgment or is uncontested. The provisions under Section 7(6) shall
remain intact in the even of defects of delivery.
If after the conclusion of the contract it becomes clear that our claim to the purchase price is jeopardised by the deficient capacity of Buyer (for example, by a petition to instigate
insolvency proceedings), we shall be entitled, under the statutory provisions regarding refusal of performance and – if applicable, following a set deadline – to withdraw from the agreement
(Section 321 BGB). In the case of contracts regarding the manufacture of non-fungible goods (individual productions), we shall be permitted to declare immediate withdrawal; the statutory
provisions regarding the dispensability of setting a grace period shall remain intact.
Last revised: October 2014
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