P I P E - S N I P E R
®
P I P E / T U B E S A N D E R
www.eisenblaetter.de
Tel.: +49 - 8171 - 93 84 - 0 Fax: +49 - 8171 - 93 84 - 55
General terms of sale and delivery for
GERD EISENBLÄTTER GmbH - Spezialschleifmittel
§ 1 Scope, defence clause
(1)
Our terms of sales shall be exclusively applicable; we do not
accept any contrary terms or terms from resellers, purchasers and other
buyers (“customers”) which differ from our terms of sale unless we have
expressly agreed to their validity in writing. Our terms of sale shall apply even
if we deliver goods to the customers without reservation despite being aware
of the fact that the customer has contrary terms or terms which are different
from our terms of sale.
(2)
All agreements which are made between us, in other words
between Gerd Eisenblätter GmbH (hereinafter known as EISENBLÄTTER),
and the customer relating to the fulfilment of this contract shall be set out in
writing in this contract. In addition the statutory regulations shall apply unless
a legal agreement has been made by mutual consent to deviate from them.
(3)
Our terms of sale shall only apply to non-consumers in the sense
of § 310 Paragraph 1 of the Civil Code.
(4) These terms of sale shall also apply to all future transactions with the
customer if these tractions are related in type.
§ 2 Order acceptance, written form
(1)
Orders must be issued to Eisenblätter in writing and shall not give
rise to a contract until they have been confirmed in writing by
EISENBLÄTTER.
(2)
EISENBLÄTTER shall be entitled to continue to develop its
products. It reserves the right to make minor technical or other changes as
long as they are within a reasonable framework for the customer.
(3)
The information supplied for the various products shall be for the
purpose of product description only. It shall not be possible to derive a
specific property or the suitability for the products for a specific purpose from
such information.
§ 3 Delivery
(1)
Lead times shall only be binding if they have been agreed as such
in the order confirmation.
(2)
If the delivery of the goods is delayed for reasons which are
beyond the control of EISENBLÄTTER, in particular as a result of forces
majeures, operational problems or labour disputes, the agreed lead time shall
be extended tacitly by the reasonable period required to rectify this cause.
(3)
The ordered products shall be delivered by EISENBLÄTTER at a
charge using the means of transport selected by EISENBLÄTTER, for
example by parcel service, or on the basis of a special agreement.
(4)
If the EISENBLÄTTER products are shipped to the customer, the
risk of accidental loss or random deterioration of the products shall be
transferred to the customer at the latest when the products leave
EISENBLÄTTER’s warehouse/plant. This shall apply regardless of whether
the products are shipped from the place of fulfilment or who is responsible for
the shipment costs.
§ 4 Terms of payment
(1)
The quoted purchase price shall be binding for a period of 30
days from the date on which the quotation is submitted. Statutory value-
added tax is not included in our prices; this shall be charged at the statutory
rate on the date of the invoice and shown separately on the invoice.
(2)
Setting off or retention against claims of all types shall not be
permitted unless these claims have been finalised by a court of law, are
undisputed or a decision is pending on them.
§ 5 Warranty
(1)
Warranty rights assume that the customer has correctly fulfilled its
duties to inspect the goods and complain about them if they are defective
under § 377 of the Commercial Code.
(2)
If the goods are defective at the time when the risk is transferred,
the customer shall be entitled to repeat fulfilment in the form of defect
rectification or the delivery of new, perfect goods at the discretion of
EISENBLÄTTER.
(3)
If the attempt at repeat fulfilment fails, the customer shall be
entitled to demand cancellation or a reduction of the purchase price at its own
discretion.
(4)
Recourse claims under §§ 478 and 479 of the Civil Code shall
only apply if the claim was justified by the consumer and shall only apply
within the statutory framework, but shall not apply to goodwill agreements
agreed with the seller. The customer must notify the seller as soon as
possible of any warranty claim made by a consumer.
(5)
The statute of limitations for warranty claims for defects against
EISENBLÄTTER shall be 12 months starting from the date of delivery of the
goods. This shall not apply if the law set out in § 438 Paragraph 1 No. 2
(structures and goods for structures), § 479 Paragraph 1 (recourse claims)
and § 634 a Paragraph 1 No. 2 of the Civil Code (design defects) specifies
longer statute of limitations and in cases of death, physical injury or health
impairment in the event of a malicious or grossly negligent breach of duty on
the part of EISENBLÄTTER or its legal representative or agents and in the
event of maliciously neglecting to disclose a defect or if a guarantee is
accepted for a specific property of the product.
6)
§ 6 shall apply for compensation claims.
§ 6 Liability
(1)
Claims for compensation and for the reimbursement of expenses
on the part of the customer (hereinafter known as compensation claims),
regardless of their legal basis, in particularly as a result of a breach of duties
from an obligation based on an illegal act, shall be excluded. This shall not
apply in the event that a guarantee has been given or a purchase risk exists.
This shall also not apply if binding liability applies, for example under the
Product Liability Law, in cases of malice or gross negligence, in cases of
death, physical injury or health impairment and in cases of breaches of major
contract duties. This shall not involve any change in the burden of proof to the
disadvantage of the customer.
(2)
The compensation claim for the breach of major contract duties
shall be limited, however, to the foreseeable damage typical for this type of
contract unless gross culpability applies or in the event of liability for death,
physical injury or health impairment. This shall not involve any change in the
burden of proof to the disadvantage of the customer.
(3)
If liability for compensation on our part is excluded or limited, this
shall also apply to the personal liability for compensation of our staff,
employees, colleagues, representatives and agents.
§ 7 Reservation of title, copyright
(1)
For contracts with business people, EISENBLÄTTER shall
reserve title to all the supplied EISENBLÄTTER products until all claims
relating to the business relationship have been settled in full. In the case of
customers who are not business people, EISENBLÄTTER shall reserve title
to supplied EISENBLÄTTER products until the purchase price has been paid
in full.
(2)
Resellers shall only be entitled to resell the products which are
subject to reservation of title under § 7 No. 1 within the framework of their
normal business activities. They shall not be entitled to dispose of these
products by any other method or by pledging them. The reseller hereby
assigns its claims accrued from the resale of the products together with
additional rights to EISENBLÄTTER in order to secure all the claims accrued
by EISENBLÄTTER under § 7 Paragraph 1. The reseller shall be entitled to
collect the assigned claims. If seizures are made against the products subject
to the reservation of title described in § 7 Paragraph 1 or if they are exposed
to other action by third parties, the customer must notify EISENBLÄTTER
without delay. If the value of the securities held by EISENBLÄTTER exceeds
the value of its total claims by more than 15%, EISENBLÄTTER shall release
the securities of its choice at the request of the customer. If insolvency
proceedings are opened against the assets of the reseller or if the reseller is
insolvent or indebted, its entitlement described in § 7 Paragraph 2 shall
automatically be voided.
(3)
In the event of the customer acting against this contract, in
particular in the event of the customer being in default or a breach of a duty
set out in § 7 Paragraph 2, EISENBLÄTTER shall be entitled to withdraw
from the contract and demand the return of the goods.
(4)
EISENBLÄTTER shall reserve the title and any copyright to
photographs, drawings, catalogues and other documents which are supplied
to the customer, including quotations and documents relating to price
calculations, etc. If these documents do not belong to documentation,
descriptions and instructions for data processing programs for which separate
contractual provisions apply, they must not be copied or disclosed to third
parties without the written consent of EISENBLÄTTER.
(5)
In addition the documents supplied by EISENBLÄTTER are
protected by copyright. The grant of any utility rights shall require a special
agreement. Under no circumstances shall it be permitted to make copies or to
permit a third party to do so. This shall not include end customers who have
been expressly permitted to do this by EISENBLÄTTER.
§ 8 Concluding provisions
(1)
Any assignment of the rights or transfer of the duties set out in
this contract shall require the prior written consent of EISENBLÄTTER.
(2)
If a provision in these terms of sale and delivery should be or
become invalid, the other provisions shall not be affected.
§ 9 Place of jurisdiction and applicable law
(1)
If the customer is a businessman, legal entity under public law or
a special fund under public law, our registered business address shall be the
place of jurisdiction. However, we shall also be entitled to sue the customer at
his home address. The same shall apply if the customer does not have a
general place of jurisdiction in the Federal Republic of Germany or his place
of abode or normal place of residence are not known at the time when the
lawsuit is lodged.
(2)
The law of the Federal Republic of Germany shall apply. The
validity of the UN Convention on Contracts for the International Sale of Goods
shall be excluded.
(3)
Unless specified to the contrary in the order confirmation, our
registered business address shall be the place of fulfilment and payment.
Date of issue: November 2008
