General terms and conditions of supply of Göltenbodt technology GmbH
Section 1 - Conclusion of the contract
Orders and engagements shall not become legally binding until our written order confirmation. The acceptance of the order shall be subject exclusively to our terms and conditions of supply. Terms and conditions of supply or terms and conditions of purchase of the buyer which contradict our terms and conditions shall not be binding on us, also if we have not expressly objected to these. Oral agreements shall require written confirmation by us, unless these are made by an organ or employee of our company which is authorised to represent.
Section 2 - Copyright and ownership rights
We shall reserve ownership rights and copyright in respect of images, drawings, sketches and other documents. These may not be made accessible without our permission and shall be returned on request. All images, drawings, quantity and norm statements in our catalogues and prospectuses shall be subject to changes to the respective state of technology.
Section 3 - Special work tools
In case of the delivery of special work tools or non-listed work tools, we reserve the right to provide a reasonable additional or reduced delivery.
Section 4 - Prices
Prices are in Euros per item without value added tax ex factory without packaging, postage, shipping or insurance. Unless otherwise agreed, all ancillary expenses shall be borne by the customer. In case of returns for whose reason the customer is responsible, we will charge for the transportation and an administrative expenses contribution of 10% of the value of the goods, however at least 50 euros.
Minimum order value per purchase: 50 euros
Section 5 - Payment terms
Our invoices shall be payable 10 days after receipt with a 2% discount or after 30 days net. Should the customer fail to comply with the agreed means of payment, non-due invoices shall also become immediately payable. We shall be entitled to deliver for cash on receipt. The retention of payments due to any counterclaims of the customer shall be excluded, unless this concerns claims which are undisputed and have been legally recognised by a court. Also, the setting off against other claims which are undisputed or have been legally recognised by a court shall be excluded.
Section 6 - Reservation of ownership
Until full payment of all of our claims, the delivered goods shall remain our property. The customer shall only be permitted to resell the goods prior to full payment of the claim within the course of its proper business operations. In case of reselling, the resulting claims for the customer are hereby now being assigned to us. The assigned claim serves as security for us to the amount of the invoice value of the respectively sold goods. Should the value of the securities to which we are entitled exceed our claims by more than a total of 20%, then on the request of the customer, we shall be obliged to release securities of our choice.
Section 7 - Delivery
Our stated delivery dates shall not be fixed dates. Rights to due exceeding the agreed delivery dates may only be asserted if a reasonable period of grace of at least 4 weeks which was set to us has expired fruitlessly. The delivery deadline shall not commence until all order related documents to be delivered by the customer or other information of the customer which is necessary to perform the engagement have been received. In case of delivery delays for which we are not responsible, in particular in cases of force majeure, the delivery deadline shall be extended by the duration of the hindering event. However, should the delay caused by such circumstances last for more than one month, both parties shall be entitled to rescind the contract following the setting of a reasonable period of grace. In case of delivery delay, any damages claims due to delayed delivery or damages claims due to non-fulfilment shall be excluded. The statutory right of rescission of the customer shall remain unaffected. The provisions concluded for the event of delivery delay shall also apply in case of impossibility of delivery for which we are responsible and also if the impossibility occurred during a period of delivery delay. Partial deliveries shall be permitted. The shipping of the goods shall take place at the expense and risk of the customer.
Section 8 - Warranty
Objections must be notified to us immediately following receipt of the goods. Hidden defects must be notified to us immediately following their discovery. In case of justified objections, we will provide guarantee by means of improvement within the statutory warranty periods. Alternatively, we may provide replacement by means of new delivery or reimburse the current value, in consideration of return of the defective items, or should the goods not be usable for the use intended under the contract due to the defect, we will reimburse the depreciated value. Should the improvement fail, should the replacement delivery also be defective or should improvements or replacement deliveries be rejected, the customer shall be entitled to demand a reduction to the remuneration or rescission of the contract. Should costs be incurred due to objections which are unjustified for us, these shall be borne by the customer.
Section 9 - Exclusion of liability
Damages claims due to defects in our deliveries and services, including consequential loss due to defects, due to failed improvement or replacement delivery or due to breach of other contractual or pre-contractual obligations shall be excluded, regardless of the legal reason on which these are based. The exclusion of liability shall not apply if gross culpability is present or should this concern lack of the guaranteed properties. The exclusion of liability shall also apply in favour of our employees.
Section 10 - Place of performance and place of jurisdiction
The exclusive place of performance for deliveries and payments shall be Leonberg, Germany. The place of jurisdiction shall be Stuttgart, Germany, should the customer be a businessman who does not belong to a business operator listed in Section 4 of the German Commercial Code (Handelsgesetzbuch), or should the customer be a legal person under public law or a special fund under public law.
General terms and conditions of purchase of Göltenbodt technology GmbH
1. The following general terms and conditions of purchase shall apply to our orders. We hereby expressly object to any general terms and conditions of purchase of the Supplier. Deviations in the order confirmation shall only be valid if these are expressly recognised by us in writing. The performance of an order shall be deemed to represent recognition of these terms and conditions of purchase. Order confirmations and delivery call-offs shall require written form. This same shall apply to amendments and additions.
Orders shall be confirmed immediately. The prices stated in the order shall be absolute fixed prices, exclusive of the statutory value added tax.
Offers and sampling shall be free-of-charge to us. Drawings, drafts, models, samples, manufacturing regulations etc which we have transferred to the Supplier in order to submit the offer or in order to perform an order shall remain our property and may not be used for other purposes, duplicated or made accessible to third parties.
2. Agreed delivery deadlines and delivery dates shall be binding. Delivery dates shall start to run following receipt of the order. Delays must be notified immediately, stating the reason. In respect of compliance with the delivery deadline or delivery date, in case of goods, the time of receipt by us shall be decisive and in case of services, the day of completion of the order shall be decisive. The Supplier shall be obliged to provide compensation to us in respect of losses caused by delay.
We shall be entitled to refuse acceptance of goods which are delivered prior to the delivery date stated in the order and to return the prematurely delivered goods at the expense and risk of the Supplier or to store these at a third party location.
3. The deliveries for us shall take place inclusive of shipping and packaging, unless otherwise agreed. The transportation risk shall always be borne by the Supplier. The confirmation of receipt shall only be considered as recognition that the goods have arrived, not as proper fulfilment.
3.1 A package note and delivery note stating our order details, such as supplier number, order number, article number and article description must be attached to all deliveries. In case of partial deliveries, the quantity which remains to be delivered must also be stated.
4. Should fulfilment of the contractual obligations become impossible or be made significantly difficult for us in case of force majeure, strike or blockades, we shall be entitled to rescind the contract in full or in part or request performance at a later date, without any claims being able to be made against us by the Supplier. Should the performance of the order not be able to be reasonably expected of the Supplier in such cases, it shall be entitled to rescind the contract for its part.
5. We shall provide immediate written notification of defects to the Supplier, should these be ascertained in accordance with the rules of proper business processes. The Supplier hereby wavers the plea of delayed notification of defects. The confirmation of receipt shall not represent a recognition that the goods are free from defects. In case that defects are discovered during random samples, we shall be entitled to the warranty rights and damages claims for the entire delivery.
6. The statutory provisions shall apply to the warranty. In urgent cases, regardless of our other claims, we shall be entitled, following notification to the Supplier, to correct defects at its expense and risk.
7. Should we and/or our consumers incur a loss due to a defective delivery or service, the Supplier shall be obliged to pay damages, unless it provides proof that no culpability is present for its part and on the part of the persons for whose behaviour it is legally responsible.
8. The agreed due dates for payment shall be extended accordingly in case of delays to the delivery or service. We shall be entitled to demand interest be paid on our advance payments to the amount of 8 percent above the respective base rate of interest of the European Central Bank.
9. Invoices shall be sent to us as two copies separately from the delivery, stating the order data. Payment deadline shall commence on the day of receipt of the invoice, however not prior to acceptance of the service or receipt of the delivery.
Payment shall take place by agreement, otherwise within 14 days minus 3% discount or within 30 days net.
Without our prior written agreement, the Supplier shall not be permitted to assign its claims or have these collected by third parties. We may not refuse our agreement without good reason.
10. We shall be entitled to assert a contractual penalty until final invoicing or final payment. This shall not require a reservation on our part at the time of acceptance of performance.
11. The contracting partners shall be obliged to treat all non-obvious commercial matters of which they become aware in the course of the business relationship as business secrets. The Supplier may only refer to the business relationship with us in its advertising if we have declared our agreement to such in writing. Production equipment such as drawings, models, samples, templates, matrixes etc created at our expense or provided by us may not be used for deliveries and services for third parties or for the Supplier's own purposes.
12. The Supplier shall incur liability for claims which are asserted in case of use of its deliveries and services in accordance with the contract which are connected to the breach of property rights and property right registrations. The Supplier shall release us and our consumers from such claims. We shall be obliged to immediately inform the Supplier of risks of breaches and alleged cases of infringement of which we become aware and shall provide the Supplier with an opportunity to defend such claims by mutual agreement.
13. Should the Supplier suspend its payment, should bankruptcy proceedings be opened against its assets or should in court or out of court settlement proceedings be applied for, we shall be entitled to rescind the part of the contract which has not yet been fulfilled.
14. Should one of the provisions of this contract and the subsequently concluded agreement be or become ineffective, this shall not affect the validity of the remainder of the contract. The Contracting Partners shall be obliged to replace the ineffective provision by a clause which comes as close as possible to it in terms of the economic intent.
15. In addition to these general terms and conditions of purchase, the applicable regulations shall apply. The law of the Federal Republic of Germany shall exclusively apply. The application of the unified laws of purchase of the Hague Convention relating to a uniform law on the international sale of goods shall be excluded.
16. The place of performance for deliveries and services shall be the place of destination.
The place of jurisdiction shall be Stuttgart, Germany. We shall also be entitled to bring a lawsuit at the place of business of the Supplier.