GENERAL CONDITIONS OF DELIVERY AND PAYMENT OF PELIPAL GMBH, HANS-WILHELM-PETERS-STR. 2, 33189 SCHLANGEN

 

1 General application

1. Unless otherwise agreed in writing for individual cases, all our offers for deliveries within and beyond Germany are based on the following conditions, which become an integral part of the contract. These business conditions also apply to all subsequent transactions.
2. The purchase conditions of the Buyer are herewith expressly rejected. These do not oblige us even if after the counter confirmation of the contract conclusion by the Buyer, we do not repeat our rejection.
3. The invalidity of the following provisions does not affect the validity of the remainder of the contract.

2 Conclusion of contract

1. Our offers are non-binding and subject to change. All orders are only then deemed accepted when they have been confirmed by us in writing within 14 days. The same applies to orders placed by representatives or made by telephone, fax or email. Also our issued invoices are regarded as an order confirmation.
2. Subsidiary agreements must be made in writing; additions, amendments or omissions are only binding once they have been confirmed by us in writing.
3. The Purchaser is bound to his assignment for 14 days.
4. Place of performance for delivery and payment is the domicile of the delivery site.

3 Prices and Methods of payment

1. The prices are ex works and as a rule, do not include packaging, freight, insurances and duties. These are, insofar as no alternative has been agreed, always subject to change. We are entitled to calculate the applicable prices of the purchased goods on delivery.
2. The invoice amounts are due 10 days after taking over the goods strictly net without any deductions.
3. On delay of payment, interest rates amounting to 3% above the respective main refinancing rate of the Central European Bank may be charged. The Buyer reserves the right to prove that this interest loss did not occur at all or not to this amount. The calculation of damages due to delayed payment beyond this remains reserved.
4. Should the Buyer be more than 30 days in arrears with a due payment , or we can point out circumstances that allow us to conclude that there is a significant deterioration of the financial circumstances of the Buyer and should the Buyer, in this case, not make appropriate pre-payments, then we can withdraw from the contract for outstanding deliveries; we must inform the Buyer of this immediately. For purchase contracts to be newly concluded, we can demand an advance payment before the goods are delivered in the event that a term of payment is cancelled.
5. Bills of exchange and cheques are only accepted as payment.

4 Orders on demand

1. Should orders on demand not be called within a period of 6 weeks after the call period has lapsed, then we are entitled to insist, at our discretion, either on immediate acceptance, or to withdraw from the contract and claim for the damages incurred.
2. The same applies to the orders on demand (call orders) without specially agreed call deadlines, should 4 months have lapsed without call since the order confirmation.

5 Type of delivery, delivery time

1. Confirmed delivery times always only apply subject to the confirmation by the delivery factory.
2. In the event of force majeure and disruptions in business operations, in particular industrial action, sabotage, measure by public authorities for which we are not responsible, as well as disruptions in business operations and material delivery disruptions caused through no fault of our own, which have lasted or presumably will last longer than one week, then the delivery deadline will without further ado be extended by the duration of the hindrance, however at the most by 5 weeks plus the subsequent delivery deadline (of at most 24 days). The assertion of claims for damages is ruled out.
3. Should it be agreed that the goods shall be delivered, then the transport, insofar as nothing else has been agreed, shall take place on account and at the risk of the Buyer.
4. Partial deliveries are permitted in all cases and justify individual invoicing over each partial delivery. Before invoice amounts due have been paid, there is no obligation to make further deliveries.

6 Complaints

1. Complaints according to §§ 377, 378 HGB [German Commercial Code] must be specified and be received by us in writing within 8 days after receiving the goods. Complaints shall no longer be accepted after this period has lapsed.
2. Deviations customary in the branch regarding dimensions, design as well as the accuracy of fit, in particular for subsequent orders, do not justify complaints, unless the observance of measurements and colour shades were expressly agreed in writing.
3. The Buyer has the right of retention and off-set if the counterclaims are either recognised by us or determined to be legally binding by court.
4. There is only a right to repair, replacement delivery or reduced purchase price for justified complaints. Deviations in colour and in the grain or surface structure are only then deemed to be a defect, if the deviations are significant and identifiable at first glance.
5. A guarantee in the sense of § 477 BGB is expressly not adopted.

7 Liability

1. Liability is excluded for slight negligence for breaches of contracts, duties for contract negotiations, delay and impossibility.
2. Otherwise the legal provision of the §§ 478,479 BGB apply. The contractor is obliged toward us as supplier to assert his rights demonstrably against the consumer, in case there are reasonable grounds to believe that the consumer complaint is not justified.

8 Compensation due to non-performance and withdrawal from contract.

1. In those cases where we can demand compensation due to non-performance, we are entitled to charge as a flat rate the amount of 25% of the gross price, irrespective of the right to charge the concrete damage in the individual case, should the Purchaser be unable to prove a lesser damage.
2. Should we have performed in advance then we can, even if we claim compensation for non-performance, demand the return of the goods and at the same time assert the interest in performance. Any down payment made by the Buyer can be settled with the claim for compensation.

9 Reservation of proprietary rights

1. Current account/balance clause (business tie clause)
The Seller reserves the right to lay claim to the goods until all claims of the Seller against the Buyer from the business relationship, including any future claims arising also from contracts concluded simultaneously or later, have been paid. The same also applies if individual or all claims of the Buyer are included in a running account and the balance was deducted and recognised.
2. The Buyer is obliged to:
a) adequately insure all items subject to the reservation of proprietary rights against fire, burglary and water damages. Insurance claims are already now ceded to us in the amount of the value of the goods;
b) to dispose of the goods only within the scope of the properly conducted business transactions; It is therefore also prohibited to pledge, transfer the title to a third party as collateral or to give away the items delivered and subject to the reservation of proprietary rights.
c) to grant us or our representative access on request.
3. Extended reservation of proprietary rights for resale with an assignment in advance clause
The Buyer may only resell the goods paid for under reservation of proprietary rights and is only entitled to resell the goods subject to the reservation of proprietary rights during the course of a properly conducted business relationship, if he assigns herewith all receivables to the Seller, that arise from the resale to buyers or third parties. Should the goods supplied under reservation of proprietary rights be sold unprocessed or after processing or in connection with items that are exclusively the property of the Buyer, then the Buyer assigns already now the receivables resulting from the resale to the Seller to the full amount. Should the goods supplied under reservation of proprietary rights be sold by the Seller to the Buyer after processing/connecting together with goods belonging to the Seller then the Buyer assigns already now the receivables resulting from the resale to the amount of the value of the goods supplied under reservation of proprietary rights with all subsidiary rights and ranking before the rest. The Seller accepts the assignment of accounts receivable. The Buyer is also authorised to collect these receivables after assigning them. The power of the Seller to collect these receivables himself remains unaffected; however, the Seller undertakes not to collect the receivables as long as the Buyer duly meets his payment and other obligations. The Seller can demand that the Buyer notifies him of the assigned accounts and their defaulters, furnishes him with all information until the collection has been performed, presents to him the relevant documents and notifies the defaulters of the assignment. The costs of any interventions shall be paid by the Buyer.
4. Extended reservation of proprietary rights for resale with an assignment in advance clause
The Buyer undertakes for the Seller any processing or reworking of the goods supplied under reservation of proprietary rights, without any obligations resulting for the latter. When processing, connecting, mixing or combining the goods supplied under reservation of proprietary rights with  other goods that are not the property of the Seller, then the Seller is entitled to the co-ownership share of the new object to the ratio of the value of the goods supplied under reservation of proprietary rights to the processed goods at the time of the processing, connecting, mixing or combining. Should the Buyer acquire the sole ownership of the new object, then the contracting parties agree that the Buyer will grant the Seller partial ownership of the new object to the ratio of the value of the processed, connected, mixed or combined goods supplied under reservation of proprietary rights and shall keep this safe, free of charge for the Seller.
5. Cheques/Bill of exchange clause
Should a bill of exchange be justified by the Buyer in connection with payment of the purchase price, then the reservation of proprietary rights, as well as the underlying receivables from the delivery of goods, do not expire before the bill of exchange is redeemed by the Buyer as drawee.
6. Should the value of the goods subject to reservation of proprietary rights that serve as the collateral, exceed the total claim against the Buyer by more than 20%, then we are obliged to release / transfer ownership of the goods that go beyond the values.

10 Seizure

Should the goods delivered by us and subject to reservation of proprietary rights be seized by a third party, then we are to be notified immediately with a copy of the attachment order.

11 Surrender of the goods, settlements, bankruptcies

1. Should the Buyer not fulfil his obligations toward us, then we may demand the surrender of the goods delivered and subject to reservation of proprietary rights, without setting a deadline.
2. The Buyer is obliged to return the goods free of freight and charge.

12 Final provisions

1. We are entitled to assign our claims from the contract with the Buyer to a third party.
2. Place of jurisdiction (also for bill of exchange and cheque) is always Schlangen. Should the Buyer not have his general place of jurisdiction in Germany, then we are entitled to select the place where the Buyer is domiciled instead of Schlangen as the place of jurisdiction.

 

 

* RRP incl. VAT