GENERAL TERMS AND CONDITIONS OF DELIVERY AND SALE
§ 1 Offer and conclusion of contract
Our offers are subject to change.
An order shall only be deemed to have been accepted when the order has been confirmed by us in writing. Ancillary agreements or verbal arrangements shall only be valid if they have been confirmed in writing by GIS GmbH. These terms and conditions of sale shall also apply to all future transactions with the buyer, insofar as they are legal transactions of a related nature, but with the proviso that we expressly reserve the right to make changes.
§ 2 Documents provided
We reserve the property rights and copyrights to all documents provided to the customer in connection with the placing of the order, such as drawings, etc. These documents may not be made accessible to third parties unless we give the customer our express written consent. These documents may not be made accessible to third parties unless we give the purchaser our express written consent.
§ 3 Prices and payment
Unless otherwise agreed in writing, our prices shall apply at the time the order is placed. Unless otherwise agreed, prices are in euros ex works plus VAT at the applicable rate, without packaging and without insurance. Delivery and shipping costs are not included in our prices.
Payment of the purchase price shall be made exclusively to the account stated in the invoice.
Unless otherwise agreed, the purchase price shall be payable within 30 days of the invoice date, without deduction. In the event of default, interest on arrears shall be charged at a rate of 1% above the respective base interest rate p.a., at least 5%. We reserve the right to claim higher damages for default.
Changes in wage, material and distribution costs shall entitle GIS GmbH to a corresponding price increase. The purchaser shall be notified of this at the latest four weeks before delivery.
§ 4 Offsetting and rights of retention
The customer shall only have the right to offset if his claims have been legally established or are undisputed. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
§ 5 Delivery time
Unless an expressly binding delivery date has been agreed, our delivery dates or delivery periods are exclusively non-binding information.
The start of the delivery period stated by us presupposes the timely and proper fulfilment of the purchaser's obligations. We reserve the right to plead non-performance of the contract.
If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us as a result, including any additional expenses. We reserve the right to assert further claims. The risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
The delivery period shall apply subject to unforeseen hindrances - irrespective of whether they occur in the Supplier's own works or those of its subcontractors - such as cases of force majeure or other delays in the completion of essential parts of the delivery for which the Supplier is not responsible. Delays in transport, operational disruptions, as well as subject to a delayed delivery of essential raw materials for which the supplier is not responsible, insofar as these obstacles demonstrably have a considerable influence on the completion or delivery of the delivery item. The delivery period shall be reasonably extended in the event of such obstacles. The aforementioned circumstances are also not the responsibility of the supplier if they arise during an already existing delay. The supplier shall be released from the obligation to comply with the delivery period if the customer either fails to comply with the terms of payment applicable to the order or is in arrears with the payment of earlier invoices.
Partial deliveries are permissible.
§ 6 Transfer of risk in case of shipment
The risk of accidental loss or accidental deterioration of the goods shall pass to the customer as soon as the goods have been made available to the customer, but no later than when they leave the factory/warehouse. If dispatch is delayed due to circumstances for which we are not responsible, the risk shall pass to the customer from the day of receipt of the notification that the goods are ready for dispatch. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 7 Retention of title
We reserve the right of ownership of the delivered item until full payment of all claims, including those arising in the future, to which we are entitled from the business relationship with the customer. We shall be entitled to take back the object of sale if the customer acts in breach of contract.
The purchaser is obliged to treat the object of sale with care as long as ownership has not yet passed to him. In particular, he shall be obliged to insure it adequately at his own expense against theft, fire and water damage at the replacement value. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with § 771 of the German Code of Civil Procedure (ZPO), the purchaser shall be liable for the loss incurred by us.
The purchaser is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims of the customer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply irrespective of whether the purchased goods have been resold without or after processing. The customer remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended.
The processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the purchaser's expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the item of the customer is to be regarded as the main item, it shall be deemed agreed that the customer shall transfer co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created in safe custody for us. In order to secure our claims against the purchaser, the purchaser also assigns to us such claims against a third party which accrue to him through the combination of the reserved goods with a property; we accept this assignment already now.
We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.
§ 8 Warranty and notice of defects
If, despite all due care, the delivered goods have a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. The prerequisite for this is the fulfilment of the contractual obligations incumbent on the buyer, in particular the agreed terms of payment. We must always be given the opportunity to remedy the defect within a reasonable period of time. The warranty period is 6 months from the date of transfer of risk.
Claims for defects must be made in writing within 8 days after arrival of the goods at the place of destination. Defects which cannot be discovered within this period even after careful inspection can only be notified immediately after discovery and with immediate cessation of use, at the latest 6 weeks after receipt of the goods. Our consent must be obtained before any goods are returned.
The customer shall grant us the necessary time and opportunity free of charge to carry out any changes or replacement deliveries we deem necessary. However, rejected parts are to be returned to us for inspection only upon request and at the expense of the buyer. If the buyer refuses to do one of these things, we shall be released from our obligation to do so.
Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of damage due to unsuitable or improper use, in the case of faulty assembly or commissioning by the purchaser or third parties, natural wear and tear, faulty or negligent handling, excessive stress or due to special external influences which are not assumed under the contract. If improper repair work or modifications are carried out by the purchaser or third parties, there shall also be no claims for defects for these and the resulting consequences.
Claims of the customer for expenses incurred for the purpose of supplementary performance, in particular transport, travel, labour and material costs, are excluded, as are all further claims for rescission or reduction of the purchase price and for compensation for damage that has not occurred to the delivery item itself.
For third-party products, we assume the warranty towards our customers to the same extent as the manufacturer assumes such a warranty towards us.
§ 9 Other
The place of performance and exclusive place of jurisdiction for all disputes arising from this contractual relationship is our registered office. However, we are also entitled to take legal action at the headquarters of the customer.
§ 10 Partial nullity
Should individual provisions of this contract be ineffective or contain a loophole, this shall not affect the remaining provisions. The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills this gap.