ISK Delivery and Payment Conditions
Scope of Application
All deliveries are subject to the following terms and conditions of delivery and payment. Other terms and conditions shall not become part of the contract even if we do not specifically object to them either verbally or in writing.
Conclusion of contract
Our quotations are non-binding. A contract is concluded when we confirm acceptance of the purchase order in writing. The content and scope of the contract is governed by our written order confirmation.
Alterations in technical design of the ordered goods shall be permissible insofar as they do not lead to a substantial change in functionality or the purchaser proves, that the alterations cannot reasonably be accepted by him.
A guarantee for the condition of the goods or services is only granted if expressly specified in our order confirmation or advertising.
Delivery
Delivery dates and lead times are subject to the proviso that we ourselves are supplied correctly and on time.
The delivery lead time starts with the date of our written order confirmation. It is deemed as fulfilled when the goods have left the factory or readiness for dispatch has been advised.
Any from the purchaser requested changes, or if delivery has been hampered by events over which we have no control shall lead to an extension of the delivery lead time accordingly.
Price and Conditions of Payment
Our prices shall be understood as ex-works or ex-warehouse loaded plus VAT. The costs for insurance, packaging, dispatch and customs duties will be invoiced separately, unless we have specifically confirmed otherwise in our quotation or current price lists.
Our invoices are payable within 14 days of date of invoice without any deductions. Unless stated otherwise in our quotation or order confirmation, we grant a 2% discount if payment is made within 8 days, but only if all older invoices have been payed in full.
We reserve the right to accept bills of exchange and cheques in each individual case. We do not grant a discount if payment is made by bill of exchange. Bills of exchange and cheques are accepted only on account of performance and shall only be viewed as payment upon full encashment. All expenses and additional costs incurred shall be borne by the purchaser.
We are entitled to demand immediate cash payment for all deliveries by non-adherence to the stated payment conditions or if the credit worthiness of the purchaser is questionable. Any deferment of payment due to the acceptance of bills of exchange becomes invalid. The purchaser is obliged to pay in cash immediately against return of the bill of exchange. In addition, we are intitled, to make outstanding deliveries only against advanced payment of provision of securities or to withdraw from the contract and claim damages. Upon withdrawal from the contract, we are also intitled, to forbid the sale of the goods which have been sold under reservation of title, as well as to take the goods back at the costs of the purchaser.
Passing of Risk
The risk passes to the purchaser upon provision of delivery and notice of readiness for dispatch. This shall also apply if dispatch is delayed due to circumstances over which we have no control. If notice of readiness of dispatch does not occur, the risk shall pass to the purchaser at the time of handover of the goods to the freight forwarder, but at the latest when the goods leave the factory or warehouse. These conditions shall also apply if we use our own mode of transport or by carriage paid delivery.
Notice of Defects, Claims based on Defects, Statutory Period of Limitation
The purchaser must inspect the goods for damage immediately upon receipt. Notice of defect must be submitted by the purchaser in writing immediately after receipt of goods, but no later than 14 days after receipt. The same timeline applies for hidden defects, form the day of discovery. Any claims, for which notice of defect has not been received within due time, shall become invalid. In case of a justified complaint, we shall, at our discretion, either repair or replace the goods. If we do not remedy the defect or deliver a replacement within a reasonable period of time, or after a maximum of two attempts, the purchaser has the right to withdraw from the contract or demand a reduction in the purchase price. The purchaser may not rescind the contract if there has only been an insignificant breach of duty on our part.
The period of limitation of a claim arising from a defect are:
- By delivery of materials, which have been fitted and caused the defectiveness of a structure, five years.
- By delivery of other new materials to businessmen, 1 year.
The period of limitation begins with the delivery of the goods.
Reservation of title
Our deliveries are always subject to reservation of title. The delivered goods remain our property until full payment of all claims arising out of the business relationship with the purchaser have been received in full.
The purchaser has the right to resell the goods in the ordinary course of business. However, he may neither pledge nor transfer owner ship of the reserved goods as security.
In the event of resale, the purchaser hereby assigns to us all claims with all ancillary rights arising from the resale of the goods. This also applies regardless of whether the reserved goods are being sold on in as is condition, have been modified, treated, processed or fitted to other products, or are being sold on together with other goods. If the goods are sold with goods which do not belong to us, the purchaser will assign to us the claims owed by the purchaser up to the value of the reserved goods. The value shall be determined by the value of the sale price.
Without obligating us, treatment and processing of reserved goods shall only ever be done for us as a manufacturer in terms of §950BGB. The goods modified, treated, processed or fitted to other products shall always be regarded as reserved goods within the meaning of these conditions. If reserved goods are being mixed inseparably with goods which are not our property, then we acquire joint ownership of the resulting product in proportion to invoice value of the reserved goods to the invoice value of the other goods at the time of the modification, treatment, processing, fitting or mixing of the goods. The co-ownership rights thus created shall be regarded as reserved goods within the meaning of these terms and conditions. Upon our request, Buyer shall be obliged to inform any purchasers of the retained goods about our right of title to said goods.
The purchaser is authorised, to collect the claim from the resale without prejudice to our own right of collection. As soon as the purchaser has duly fulfilled his payment obligation, we ourselves will not assert any claims. At our request, the purchaser shall disclose the debtors of the assigned claims and notify the said debtors of the assignment. Our right to independently notify third party debtors ourselves remains unaffected. Purchaser may not assign the claim against third party debtor to third parties or agree with third party debtor a prohibition of assignments.
The purchaser is obliged to inform us immediately and as quickly as possible of any garnishment or any other encroachment to our security interest by third parties. The purchaser is obliged to provide us with all necessary documentation to ensure protection of our rights and to reimburse any expenses incurred by us due to any necessary intervention. Should the value of the securities to which we bear title exceed our total claim by more than 25%, we shall be obliged upon request by the purchaser, to release reserved goods in the amount of the excess value. The purchaser is obliged to sufficiently insure the goods for as long as our reservation of title applies.
Force Majeure - Rescission of contract
We are entitled to rescission of contract should we be prevented from the fulfilment of contract due to Force Majeure or any other circumstances over with we have no influence, or if the fulfilment of our obligation is unreasonable due to other reasons. In such an event, the purchaser shall not be entitled to claim damages due to rescission of contract. The right to rescission of contract also exists even if the purchaser has initially been informed of an extension in the delivery period.
Limitation of Liability
We shall be liable under the provision of law for negligence attributable to us in the event of death, injuries or impairment to health. The following applies to all other damages:
a) We shall be liable for damages in accordance with statutory provision und regulations in case of breach of duty through gross negligence by us, or breach of duty through intentional gross negligence by our legal representatives or vicarious agents.
b) Our liability is limited to the foreseeable typical contractual damage up to a maximum of the value of the delivered goods or services, for claims for damages based on breach of essential contractual obligations as a result of simple negligence on our part, our legal representatives or vicarious agents.
c) Claims for damages due to delays, which are based on simple negligence, are excluded. The statutory rights of the purchaser, after expiry of a reasonable period of grace, shall remain unaffected.
The exclusion of liability or restriction cease to apply, in so far as we wilfully did not disclose a defect or have granted a guarantee for the condition of the goods. The purchaser's right to claim compensation for futile expenses in lieu of compensation for damages instead of performance and liability under the Product Liability Act shall remain unaffected.
Prohibition of Assignment
Unless expressly agreed otherwise with the purchaser in writing, the purchaser is not entitled to transfer rights and obligation arising from the contract to third parties without our consent.
Appliable law, Place of Jurisdiction
The contract shall be exclusively governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction, for disputes arising between the contracting parties, is Saarbrücken, Germany, if the purchaser is a merchant, legal entity under public law or special fund, or if the purchaser has no general place of jurisdiction in Germany. However, we do reserve the right to take legal actions against a purchaser who has no general place of jurisdiction in Germany, at any other place of jurisdiction of our choice.