General Terms and Conditions of Sale
§ 1 Scope of application
(1) For all purchase contracts of Galvatore Plating & Equipment, with entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognise terms and conditions of the ordering party that conflict with or deviate from our General Terms and Conditions if we expressly agree to their validity in writing. We reject the customer's terms and conditions of purchase.
(2) These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser, insofar as these are legal transactions of a related nature.
§ 2 Offer and conclusion of contract
If an order is to be regarded as an offer in accordance with § 145 BGB, we may accept it within two weeks.
§ 3 Prices and payment
(1) Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus value added tax at the applicable rate. Costs of packaging shall be invoiced separately.
(2) Payment of the purchase price shall be made exclusively to the account specified overleaf. The deduction of a discount is only permissible with a special written agreement.
(3) Unless otherwise agreed in writing, the purchase price shall be paid within 14 days of delivery. Interest on arrears shall be charged at a rate of 8% above the respective base rate p.a.. We reserve the right to assert a higher damage caused by default.
§ 4 Rights of retention
The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
5 Delivery time
(1) the start of the delivery period stated by us presupposes the timely and proper fulfilment of the purchaser's obligations. We reserve the right to plead non-performance of the contract.
(2)If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.
(3) We expressly point out that we do not accept any conventional penalties for late delivery. Lost profits on the part of the customer cannot be charged to us either.
§ 6 Transfer of risk in case of shipment
If the goods are shipped to the Purchaser at the Purchaser's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser upon dispatch to the Purchaser, at the latest upon leaving the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.
§ 7 Retention of title
(1) We retain title to the delivered item until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the object of sale within 30 days if the customer behaves in breach of contract.
(2) The purchaser is obliged to treat the object of sale with care as long as ownership has not yet passed to him. In particular, he is obliged to insure it adequately at his own expense against theft, fire and water damage at replacement value (note: only permissible in the case of the sale of high-value goods). If maintenance and inspection work has to be carried out, the purchaser must carry this out in good time at his own expense. As long as ownership has not yet been transferred, the purchaser must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with § 771 ZPO (German Code of Civil Procedure), the purchaser shall be liable for the loss incurred by us.
(3) The processing or transformation of the object of sale by the customer is always carried out in our name and on our behalf. In this case, the purchaser's expectant right to the object of sale shall continue to apply to the transformed object. If the object of sale is processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the objective value of our object of sale to the other processed objects at the time of processing. The same shall apply in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis and shall keep the sole ownership or co-ownership thus created in safe custody for us. In order to secure our claims against the purchaser, the purchaser also assigns to us such claims as accrue to him against a third party as a result of the combination of the reserved goods with a piece of real estate; we accept this assignment already now.
§ 8 Warranty and notice of defects as well as recourse/manufacturer recourse
(1) Warranty rights of the purchaser presuppose that the purchaser has duly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB). The warranty shall expire as soon as an unauthorised third party independently converts or repairs our products.
(2) Claims for defects shall become statute-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, body and health which are based on an intentional or negligent breach of duty by the user.
(3) If, despite all due care, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims under a right of recourse shall remain unaffected by the above provision without restriction.
(4) If the supplementary performance fails, the customer may - irrespective of any claims for damages - withdraw from the contract or reduce the remuneration.
(5) Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality due to insufficient specifications, in the case of only insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage which occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials or due to special external influences which are not assumed under the contract. If the purchaser or third parties carry out improper repair work or modifications, there shall also be no claims for defects for these and the resulting consequences.
(6) Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer's branch office, unless the transfer is in accordance with their intended use.
(7) The Purchaser's right of recourse against us shall only exist insofar as the Purchaser has not entered into any agreements with its customer which go beyond the statutory mandatory claims for defects. Furthermore, paragraph 6 shall apply accordingly to the scope of the Purchaser's right of recourse against the Supplier.
§ 9 Complaints
Complaints must be made by the customer in writing.
§ 10 Miscellaneous
(1) This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) Amendments and supplements to this contract must be made in writing. The written form requirement in this sense is also satisfied by faxes. The written form requirement also applies to the written form clause.
(3) Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, insofar as this is legally permissible.
(4) Should clauses of this contract be or become invalid, this shall not affect the validity of the rest of the contract. In such a case, the contracting parties undertake to agree on a valid clause that comes as close as possible to the economic purpose of what was originally intended. This provision shall apply accordingly to unintended loopholes.