GENERAL CONDITIONS OF BUSINESS
I. Conditions of Delivery
The seller may decline any order without giving reasons.
The application of General Conditions of Business of the purchaser which conflict with the present General Conditions is deemed to be excluded.
lf no other currency has been agreed upon, prices are net prices in EURO and are subject to alteration.
Provable increase of the seller‘s own costs, in particular an increase of wages, costs of material, energy and transport as well as taxes, customs and other duties between the conclusion of the contract and the delivery entitles the seller to corresponding price increases.
Packing is free of charge.
Goods are dispatched at the purchaser‘s risk. The seller shell dispatch the goods without any liability for cheapest possible freight rates. The seller ist authorized to make partial deliveries.
The seller is authorized to deliver within a supplementary period of 18 days.
ln the event of force majeure or measures by government authorities, the seller shall be entitled to extend the periods for delivery and acceptance according to the duration of the hindrance. ln this event, claims for damages are excluded.
Complaints concerning visible defects or nonconformity with the contract with respect to quantities or specifications of the order must be made to the seller within eight days from receipt of the goods, and reasons must be stated. Complaints are not justified with regard to normal variations in the goods. ln any event, the return of allegedly defective goods is subject to the seller‘s prior consent. Other persons, such as agents and sales representatives, are not authorized to receive notices of defects or notices to the effect that goods are put at the disposal of the seller, or similar notices.
The purchaser may claim damages, irrespective of the cause of action - including cases of Iate performance or impossibility - only for intentional or grossly negligent acts by the seller.
The seller is not liable for indirect or consequential damages, in particular for lost profit and third party claims.
The seller‘s liability for damages shall be limited to such amounts which, according to the circumstances known to the seller at the time when the order was given, were reasonably foreseeable.
Any action for damages must be brought within the applicable period provided by the statute of Iimitation or within one year after the delivery dates. Whichever period is shorter.
Goods supplied remain the seller‘s property until the complete satisfaction of all the seller‘s present and future claims against the purchaser.
The purchaser shall store those goods (hereinafter referred to as „Collateral“) exercising the due diligence of a businessman on behalf of the seller and shall, on his account, keep the Collateral adequately insured against fire, water, theft and all other liability risks. The purchaser assigns his claims arising from such insurance contracts to the seller upon the conclusion of a contract being subject to these conditions.
The purchaser is entitled to sell the Collateral in the normal course of business. The Collateral may not be pledged in any way, nor may ownership be transferred as security in favour of third parties. The purchaser shall notify the seller without delay in writing of any execution attempts levied against the Colla!eral or of any other infringements of the Collateral by third parties. The purchaser shall bear the cost of a necessary protection of the seller‘s rights, of reimbursement cannot be obtained from a third party.
The purchaser agrees to assign to the seller for security purposes all claims resulting from resale of the Collateral until all the seller‘s claims against the purchaser are paid. The purchaser is revocable authorized to duly collect these claims.
Upon the request of the purchaser the seller is obliged to release securities at his discretion insofar as their value exceeds the due claims to be secured by more than 20%.
The repossession or seizure of the Collateral by the seller shall not constitute a rescission of the contract. Unless the lnstalment Contracts Act (Abzahlungsgesetz) applies. The seller may sell the Collateral and apply the proceeds to the unpaid balance of the seller‘s claims against the purchaser.
II. Terms of payment
Payments must be made only to the seller in EURO, in cash, by cheque or by bank or postal giro transfer. Cheques are considered as payment only when honoured. No powers of collection have been granted to third parties. Bills will only be accepted in payment with the seller‘s prior written consent and are not considered as cash payment. Negotiation and renewal shall not be interpreted as acknowledgement of payment. The purchaser shall bear the discount and all charges. Cheques are accepted without guarantee as to timely presentation. lf, in the seller‘s opinion, the financial situation of the purchaser from whom the seller has accepted bills of exchange deteriorates, the seller may imrnediately demand cash payment.
lf one of several bills of exchange from one purchaser is protested, all other bills or claims shall become immediately due and actionable.
Payments must be made within 20 days after the date shown on the invoice in cash net without deduction. A cash discount of 2% shall be granted for cash payment within 8 days after the date of invoice if payments are not made when due. lnterest in the account of 5% p.a. above the discount rate of the German Federal Bank in effect from time to time shall be charged without an error reminder being necessary unless the purchaser proves a substantially lower burden of the seller. Payments may be set off or withheld by the purchaser only against counterclaims having been admitted by the seller or finally awarded by a court.
Deliveries abroad depend upon payment in advance or on the granting of an irrevocable LG by the purchaser in accordance with the confirmation of the order.
The application of value dates which after the due days not permissible without the prior consent of the seller.
lf the purchaser does not fulfil his contractual obligations arising from the current of previous orders. The seller is entitled to party or fully withhold further performances and to demand payment in cash of all due claims or the granting of securities by the purchaser. lf the financial situation of the purchaser has substantially deteriorated the seller is entitled to make all further deliveriss or on the granting of securities.
Munich is the place of performance for delivery and payments. lncluding cheques and bills of exchange.
To the extent permitted by § 38 of the German Procedural Code (Zivilprozessordnung) the district court Munich II (Landgericht München II) shall have exclusive jurisdiction and proper venue in all legal disputes arising out or in connection with the order of the purchaser. The seller has the option to sue the purchaser at any court which has general jurisdiction ever the purchaser.
Modifications or supplements to these conditions as well as to accepted orders must be made in writing. This requirement itself may only be set aside by a written agreement of lhe parties.
This agreement shall be governed exclusively by the laws of the Federal Republic of Germany. The applicability of the Hague Uniform Sales Acts is expressly excluded.
The invalidity of individual provisions shall, in case of doubt, not affect the validity of the balance of these clauses. Any invalid provisions shall be replaced by provisions which approximate as closely as possible the intended economical purpose of the invalid provision.