GENERAL ONE OF SALE -, SUPPLY AND TERMS OF PAYMENT
THE COMPANY WENZELBAND ® GMBH
- valid starting from 01 January 2003 -
§ 1 area of application
A contract comes off with us only on basis of these conditions. Differently reading purchasing conditions of the buyer validly only, if they are recognized in writing by us. If a determination of these conditions proves as ineffective, the remaining remain nevertheless effective.
§ 2 right which can be used, area of jurisdiction, place of delivery, arbitral tribunal agreement
1. On all business, including cheque and bill brokerage, German right finds to the commercial customs and technical customs application valid in Germany inclusively.
2. Area of jurisdiction for all disputes, which result directly or indirectly from the contractual relation, is our business premises in Bernkastel. This applies also to cheque and actions on a bill of exchange. It remains reserving us however to sue the buyer also to its general area of jurisdiction.
3. Place of delivery for all contract obligations of both parties is our business premises in Bernkastel Kues.
4. With disputes with foreign buyers the choice is entitled to us to call in place of the national courts of the arbitral tribunal of the international Chamber of Commerce of the country of the buyer. Then several decide an arbitrator, however after cheap discretion after the rules of arbitration and comparison of the international Chamber of Commerce or appointed in accordance with this order, only if the parties agree upon this. If such an arbitral tribunal should not exist or the right of this state the agreement of an arbitral tribunal or the agreement of the German jurisdiction not permit in the country of the buyer, then as area of jurisdiction the capital of the country of the buyer is agreed upon. In both cases this applies also to cheque and actions on a bill of exchange.
5. The buyer commits itself, if he should be subject in a judicial or arbitral procedure totally or partly, to carry for us developed process costs completely or to this portion also if the right of its country does not plan an obligation to the replacement of process costs.
§ 3 subject-matter of the contract
1. Offers take place always not-binding. Orders are accepted of us, if a confirmation of order or a supply takes place.
2. With the placing of order the buyer agrees that with articles, which are manufactured in accordance with the defaults of the buyer the salesman excludes each guarantee for opposing rights third (§ 434 BGB), in particular for patent and patent rights, which could be made valid against the buyer and/or salesman.
3. We reserve ourselves at any time technical changes at the offered or commodity which can be supplied. However we are not committed to make such changes also on to goods already delivered.
4. With special productions the acceptance of the order takes place on the condition that we sell the commodity in a number of items, which corresponds to the minimum quantity us of the material which can be removed with our supplier.
5. With single and/or special productions we are entitled to more or short deliveries of up to 10% of the order quantity.
6. When occurrence factory defects in our own production, in the case of errors in the material and if the amounts of material existing with us are not sufficient for the production of the necessary number of items, we are to be supplied entitled, appropriate smaller quantities.
The buyer can derive from this no rights, it is, we supplies less than 80% of the quantity of orders.
§ 4 supply, acceptance
1. If nothing different one is agreed upon, the supply and the dispatch of the commodity take place uninsured starting from factory at expense of the buyer. We are entitled to reasonable partial deliveries against calculation. Firm bargains are not transacted.
2. For the timeliness of the supply it exclusively arrives on the day of the delivery of the commodity by us to the mail-order house.
3. If the acceptance takes place due to a circumstance, which the buyer has to represent, not immediately in the case of supply, we can require for our choice for setting a respite of 10 days either under omission of the date of payment the immediate payment of the purchase price or from the contract withdraw or compensation because of default require.
§ 5 non-delivery or delay of the supply
1. Agreed upon times for delivery extend appropriately with entrance of unforeseeable, undeserved operational disturbances such as strike, lockout or delays in the delivery of substantial starting material. If they occur, both parties are justified according to agreement of an appropriate subsequent delivery period to withdraw from the contract. Claims for damages are impossible in the aforementioned cases.
2. If we come with the supply into delay, the buyer can withdraw in accordance with condition of the legal regulations from the contract to that extent, when this was not fulfilled yet. A cancellation of the entire contract is possible only, if the partial fulfilment does not have interest in it.
3. Requirements because of late supply, in particular requirements for compensation, are not entitled to the buyer, it are, these on roughly negligent or deliberate behavior of our legal representatives or foreseeable damage limited § 6.3. apply accordingly.
§ 6 warranty claims, adhesion
1. Objections are to be communicated us in writing. The written report must happen to us under indication of the delivery note number at the latest 14 days after receipt of the commodity with the buyer, with hidden lack 14 days after their discovery. Our commercial agents are not entitled to the receipt of such notices of defect.
At expiration of this term objections are impossible. Same applies, if the supplied commodity were changed by the buyer.
Slight ones, in particular commercial deviations of our products in quality, colour, design, equipment or processing do not entitle to the notice of defect.
2. With entitled notices of defect we are obligated after our choice to the credit note, rework or to the supply of faultless substitute within 4 weeks after receiving back of the commodity. If we should not keep this period or if the replacement fails, then the buyer is entitled to require the cancellation of the contract. The legal requirements of the buyer concerning these entitled notices of defect remain unaffected.
3. Requirements for compensation of each kind against us, in particular also such due to lack damages, deliktischer adhesion, being to blame for during contract conclusion (culpa in contrahendo) and positive violation of contract, are limited to roughly negligent or deliberate behaviour of our legal representatives or executing aides. This applies also, as far as by the buyer direct requirements are made valid opposite our legal representatives or executing aides. In each case however the requirement of the height is limited after on the typically foreseeable damage. We are not responsible therefore for damage, which did not develop at the delivery article, in particular not with escaped profit or other financial damages of the buyer. Same applies with direct requirements opposite our legal representatives or executing aides.
4. Claims for damages concerning EAN - codings and/or UPC- coding are completely impossible.
5. All warranty claims of the buyer including the lack damages fall under the statute of limitations 6 months after sending off of the commodity. All remaining requirements for compensation of the buyer, those in § 6 Ziff.3 specified in particular, fall under the statute of limitations at the latest 2 years after sending off of the commodity.
§ 7 payment and delay of payment
1. The calculation is issued for the day of the sending off and/or the supply of the commodity. A postponement of the maturity (fix the value of) requires a special written agreement.
Calculations are free of charges payable
a) within 10 days from the day of the exhibition of the calculation on with 3% express discount payment;
b) from 11 to 30. Days of the exhibition of the calculation on with 2 % discount payment;
c) from 30. to 45. Days of the exhibition of the calculation on purely net.
The discount deduction is to be calculated by the invoice amount (gross) less possible goods credit notes (gross).
2. Before complete payment of due invoice amounts including interests we are obligated to no further supply from any current contract. One does not pay within 45 days starting from invoice date, then the times for delivery for all other current orders, without it requires our report, change at the time of 46. Days starting from invoice date up to the complete payment.
3. After our choice we are entitled in addition to withdraw with delay of payment of the buyer or with a substantial degradation of its financial circumstances from all existing contracts totally or partly.
4. If the buyer with a due payment is in delay or occurs its financial circumstances a substantial degradation, then can we for still pending supplies from any current contract under abolishment of the date of payment cash payment before supply of the commodity require. In addition we can require the immediate return of the commodity already delivered, without therein a cancellation of the contract is present.
5. In the case of the delay of payment the buyer has to carry the resulting costs of factoring. This applies in particular also during unauthorized retention of due invoice amounts and during introduction of an insolvency procedure over the fortune of the buyer.
6. The buyer has to be responsible with delay of payment also for all costs, which result to us from the agency of a debt collecting agency or a German or foreign lawyer (including correspondence lawyer).
7. As far as we indicate prices in foreign currency, we are entitled to raise these in same relation to in which the official exchange rate of the EURO changes for supply to our disadvance.
8. With cheque payments the date of the redemption of the cheque is relevant, with transfers the day of the credit note on our account. With acceptance of changes after the net goal, thus of 46. Days starting from invoice date on, we are entitled to require 1 % addition from the amount of a bill of exchange to. Payments are always charged for the payment of the oldest due demand plus the accumulated interests.
9. Starting from the 30.Tag after rendering of invoice we compute interests at a value of 5% over the basis interest rate after the rate of discount transition law (§ 288 Abs. 1 BGB). and/or over the valid in each case interest rate, which corresponds to the former rate of discount of the German Federal Bank. The asserting of a higher interest damage remains reserving expressly. In all other respects it also the buyer remains reserving to prove that a smaller or no interest damage developed for us.
§ 8 supplies abroad
Supply into areas outside of Germany (foreign country) are made only against cash.
§ 9 manner of payment, set-off, retention
1. As far as nothing agrees differently, the payment in cash money has to take place via cheque (only in payment of a debt), bank or bank transfer free of charges in EURO. Except the discount deductions mentioned in § 7.1. no departures at the invoice amount are permissible. We are not obligated to accept changes. As far as this happens, the buyer has the bank - to pay discount and collection expenses.
2. The buyer can up-count only on undisputed or validly determined counterclaims. Same applies to a right of lien, if he is a full buyer. If this is not the case, then it can make a right of lien valid only if its counterclaim is based on the same contractual relation. This does not apply in the case of our insolvency.
§ 10 exclusivity, sale of the commodity
An exclusivity regarding the place as well as regarding form, dessin and color is not granted to the buyer, it is, it takes place an express written agreement. For this however our commercial agents or field representative are in no case entitled.
§ 11 retention of title
1. The supplied commodity remains for ours up to the complete payment all demands against the buyer our property. As far as we agree upon the payment of the purchase price with the buyer due to a cheque change of procedure, the reservation of the property extends also to the redemption of the change accepted by us by the buyer and does not expire not by the credit note of the received cheque with us. The buyer may sell and process the commodity however in the context of a normal business concern. Each seizing or transfer by way of security commodity in favour of third is impossible without express written permission, applies, even if particulars or ours were taken up all demands to a current calculation and the balance pulled and recognized are.
2. The retention of title extends also to the products resulting from processing, mixture or connection of our commodity to their full value, whereby we are considered as manufacturers. Third remains existing their vested title with a processing, a mixture or a connection with goods, then we acquire co-ownership in the relationship of the invoice amounts of these finished goods.
3. Approximately third the buyer steps the demands developing from resale already now altogether and/or at height of our any co-ownership portion (see §11.2) to the safety device at us off. With it detailed changes, which it keeps for us, are surrendered and endorsed hereby to us.
4. For the collection of retired demands the buyer is authorized also after the transfer. We commit ourselves not to draw in the demands as long as the buyer follows his liabilities duly. Proceeds up to the height of our demand, drawn in by the buyer, are entitled to us. For the assignment of this demand the buyer is also not authorized to the purpose of the forderungseinziehung in the way of the Factoring, it is, it at the same time the obligation of the Factors is formed to so long cause the return at height of our demand portion directly at us when still demands on our part exist against the buyer.
5. The buyer is obligated to make us immediately on seizing the commodity through third by written letter report. To the keeping of our rights it has available to place us all necessary documents and information. It permits us already now or an assigning admission to its areas. We commit ourselves to that extent to release the being entitled collateral upon the requests of the buyer when the value of our collateral exceeds the promotions which can be secured around more than 20%. The selection of the collateral which can be released is incumbent on us.
6. If the buyer us is in relation to in the delay of payment, then he has to send us immediately on demands an exact list over still reservation commodity in its possession. The same applies, as soon as an insolvency procedure is requested over the fortune of the buyer. In this case it has to immediately send the appropriate list without request.
7. We are entitled to take with delay of payment of the buyer its power back for the sale of the reservation commodity from all business locked with us too recalled and the commodity. This power expires easily during stop of payment of the buyer or if an insolvency procedure is requested over its fortune. The revocation of the power and the cancelling of the commodity do not contain cancellation of the contract. With cancelling we are authorized to the utilization.
8. Exeptionally if foreign right is to be applied to the contractual relation and if this does not permit the retention of title, permits however the salesman to reserve itself other rights then we are entitled to exercise all rights of this kind. The buyer is obligated to participate in measures on our part which we want to meet for the protection of our property or in its place of another right at the delivery article.
§ 12 orders for block and small order lump sum
1. Orders for block with a period for accepting delivery of at the most 6 months can be agreed upon.
2. We compute the dispatch and postage costs resulting in each case in all cases of dispatching. With an order value under 250 EUR we charge for an additional small order lump sum of 13 EUR for invoicing in the inland as well as 26 EUR for invoicing abroad.