General delivery and service conditions Görlich Meß- und Regeltechnik GmbH
Version: 06/2002
The following conditions shall be valid for all - incl. future - sales and deliveries, unless otherwise agreed to in writing. The terms and conditions of the customer shall only be valid if we have agreed to them in writing.
- Our quotations shall be subject to change without notice. Contracts shall not become effective until we have sent a written order confirmation or delivery. Our personnel shall not be authorised to make any oral side-agreements or confirmations beyond the content of the written contract, or change these general delivery and service conditions to our disadvantage. Specifications, figures, drawings, weights and measures shall only be binding if this has been confirmed in writing. We reserve the right to make constructional changes. The customer shall be solely responsible for checking the usability of our goods.
- The delivery deadline shall commence upon confirmation of the order, but not before clarification of all the details for carrying out the order, and receipt of both the documentation and approvals to be supplied by the customer and an agreed customer prepayment. The delivery deadline shall be deemed as adhered to if the goods have been placed available in the factory or notification of dispatch has been given before the deadline has expired.
- We shall be entitled to make appropriate part-deliveries.
- Requests for changes by the customer and unforeseen events beyond our sphere of influence e.g. particularly force majeure, strikes, lockouts, interruptions of work, difficulties in procuring materials and energy, transport delays, measures undertaken by authorities, non-delivery or delayed delivery, etc., may extend the delivery deadline or performance deadline to a reasonable extent. If the hindrance fails to be only temporary, we shall have the right to withdraw. If the customer cannot be expected to accept the delivery due to the delay, he may withdraw from the contract by submitting us a written declaration. In such cases, claims for damages shall be excluded.
- In the case of a delay in delivery, our liability shall be restricted to 5 % of the value of the goods in the case of ordinary negligence of our legal representatives or persons employed in performing the obligation. Compensation for damages instead of performance in accordance with Section 11 shall remain unaffected.
- We shall select the safest and most favourably priced solution for dispatch as we deem fit. The risk and costs shall pass to the customer ex works. If the dispatch is delayed due to circumstances for which the customer is responsible,
the risk shall pass to the customer upon notification that the dispatch is ready.- we shall store the goods at the customer's cost; for storage in the factory we shall charge at least 0.5 % of the invoiced amount of the stored delivery per month,
- we shall have the right, after setting a reasonable deadline and the subsequent fruitless expiry thereof, to withdraw from the contract or demand compensation for damages instead of performance,
- the customer shall particularly bear the costs and risks arising from the non-timely performance of the instructions and arrangements of the necessary formalities incumbent on him.
- The prices shall be excluding packaging, freight, etc., and plus the respectively valid value added tax. Should we generally raise or lower our prices during the period between signing the contract and delivery, the price on the day of delivery shall be valid.
- Payment shall only be deemed as performed to the extent to which we are able to dispose freely of it at a bank. We shall only accept cheques and bills of exchange pending full discharge of the debt; discount and expenses shall be borne by the customer. They shall be due immediately for payment. In the case of delayed payment, we shall charge interest amounting to 8 % above the basic interest rate, but at least 10 %, however, commencing on the date due and without a reminder. Should justified doubt arise as to the solvency of the customer, for example, due to a sluggish settlement of payment, default in payment or protest of a bill or cheque, we shall be able to demand securities or mutual simultaneous cash payment against performance.
Should the customer fail to meet this demand within a reasonable deadline, we shall be able to withdraw from the part of the delivery contract not yet fulfilled. The deadline shall be dispensable if it is evident that the customer is not in the position to provide a security, for example, if an application has been filed for instituting bankruptcy proceedings on the assets of the customer. The customer may only offset our debts with uncontested or legally indefeasible counterclaims. In the case of contested complaints about the goods, he shall not be entitled to retain payment of the invoiced amounts due, nor to reduce them. - We reserve the right of ownership of the goods delivered until the customer has settled all the debts arising from the business transaction and has paid accepted bills of exchange. The machining or processing of the goods shall be effected by us as the manufacturer without any obligation. When processing and combining with other goods, we shall acquire the co-ownership of the new goods in the ratio of the invoiced value of the conditional commodity to that of the other materials. The customer may only sell the conditional commodity in the ordinary course of business and shall neither pledge it nor assign it by bill of sale as security; he shall inform us forthwith of any possible seizure by third parties. At our request, he shall insure the conditional commodity at his own cost against loss and damage; he shall herewith assign his claims arising from the insurance policies to us in advance. The customer shall assign his accounts receivable from the resale of the conditional commodity to the full extent to us in advance as security.
The customer shall be authorised to collect the debts. The authorisation to collect the debts shall lapse if the customer should be in default of payment, if an application has been filed for instituting bankruptcy proceedings, or he has stopped his payments. In such cases, the customer shall no longer be allowed to continue processing the goods. The customer shall enable us to take back the conditional commodity, inform his buyers of the claim assignments and provide us all the necessary information and documentation. We shall be authorised to disclose the assignment to his customers. Taking back the conditional commodity shall not mean repudiation of the contract. Should we repudiate the contract we shall be authorised to sell in the open market. If the value of the securities exceeds our debts by more than 10 %, we shall release securities of our choice at the request of the customer. Ownership rights and intangible-asset rights to our drawings and other documentation shall remain ours whatever the case. They shall not be made accessible to third persons. - Defects in the goods delivered shall be made known to us in writing within 8 days, at the latest, of receiving the goods, and any hidden defects immediately after they have been discovered. Should this deadline be exceeded, the warranty claims shall lapse. This shall also be valid accordingly in the case of the delivered goods being improperly handled or processed and the defect being caused due to this. The warranty claims shall lapse 12 months after receipt of the goods, whatever the case. In the event of complaints being justified, we shall remedy the defects or deliver a replacement as we deem fit. If this fails to take place within a fair and reasonable time-limit, or if the replacement delivery has defects, or if the remedy of the defect proves to be a failure, the customer shall be entitled to demand a price reduction or - if the defect is considerable - withdraw from the contract and, in compliance with Section 11, demand compensation for damages instead of performance.
- Subject to Section 5, our liability for claims for damages - irrespective of whatever kind - shall be excluded if they are due to ordinary negligence on our part, or that of our legal representatives or persons employed in performing the obligation. This exemption from liability shall not be valid either in the case of bodily harm, or assuming a contractual guarantee, or for an infringement of essential contractual obligations endangering the fulfilment of the purpose of the contract. However, our liability shall be restricted thereby to the scope of the guarantee, or in the case of an infringement of essential contractual obligations due to ordinary negligence, to foreseeable and typical contractual damages. Claims asserted in conformity with the law on product liability shall remain unaffected. Should the customer withdraw from the contract without reason, or fail to fulfil the contract on his part, we may demand 25 % of the sum of the order as compensation for damages. Both parties shall reserve the right to assert damages that are provably divergent.'
- We shall take the customer's transport packaging and old devices back at the customer's cost unless the customer requires otherwise. The transport packaging and old devices must be returned clean, free from any foreign materials and sorted according to material type. Otherwise the customer shall bear the additional costs incurred.
- The place of fulfilment for the delivery and payment shall be our company headquarters. German law shall be applicable. The UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded. The place of jurisdiction for all disputes arising from the contracts shall be our registered place of business. Should any individual provisions of these delivery conditions be ineffective in whole or in part, the remaining provisions shall remain effective.
