General Terms and Conditions of Delivery and Payment from SECON® Sicherheitstechnische Anlagen GmbH / Wiesbaum - GERMANY
I. Scope of application
1. All conclusions of contract and deliveries shall be effected under the following terms and conditions. Contrary terms and conditions, supplements and additional agreements shall only be binding if they are acknowledged by us in writing.
2. With regard to the safety of the deliveries or services the regulations of the Association of German Electromechanical Engineers [VDE] shall be applicable. Deviations shall be admissible in as much as the same degree of safety is guaranteed in another way.
II. Conclusion of contract
Our offers are not binding and subject to confirmation. A purchase order shall only be deemed to have been accepted when it is acknowledged by us in writing. Illustrations and specifications in catalogues and brochures are only approximately applicable, unless they are expressly denoted as binding. We reserve the right to make alterations to the models, the design or the equipment. Protective regulations are only included in the delivery if this is stipulated by law or has been expressly agreed.
Unless otherwise agreed, prices are understood in EURO and are valid ex works excluding packaging when delivered without installation or assembly.
IV. Delivery and performance deadlines
1. Observance of the promised deadlines necessitates the performance of all the contractual obligations of the buyer, for example the punctual sending of requisite approvals and documents, releases.
The deadline is deemed as met:
a) for delivery without installation or assembly when the shipment is despatched or collected with in the agreed deadline. If delivery is delayed for reasons, for which the buyer is answerable, the deadline is then deemed as observed when readiness for despatch is reported with in the deadline.
b) for delivery with installation or assembly as soon as this has taken place within the agreed deadline.
2. If non-observance of the deadline is due to unforeseen events or events, for which we are not answerable, strike, lockout, war, lack of energy or raw materials, force majeure, we shall be released from meeting the deadlines.
3. If we get into arrears with our performances, then we must be set a reasonable extension of time. If the extension of time elapses unsuccessfully, the buyer can cancel the contract. The right of cancellation for a fixed-date purchase shall remain unaffected.
4. If the delivery or notice of performance is delayed at the request of or for reasons for which the buyer is answerable, we can then assert any damage and invoice costs such as e.g. reasonable storage charges.
V. Delivery and service
1. In every instance despatch shall take place for the account and at the risk of the buyer. This shall also apply to carriage-paid shipments or fob deliveries. Any additional costs for fast and express freight shall be invoiced in addition. Any incidental expenses shall be borne by the buyer. Also in the case of free house deliveries the buyer cannot demand reimbursement of the expenses it additionally paid to a third party.
2. For delivery with installation or assembly the risk shall pass from us to the buyer as soon as acceptance has taken place.
3. If despatch, installation or assembly is delayed at the request of or for reasons for which the buyer is answerable, the risk shall then pass to the buyer for the period of the delay.
4. Our company shall effect delivery and service for the buyer with due diligence unless quite specific instructions were given when the order was placed and acknowledged.
VI. Terms of payment
1. Payments must be made by the buyer without deduction within 14 days after the date of the invoice.
2. The buyer may only set off with an undisputed or legally effective debt.
1. Complaints of every kind can only be taken into consideration if they are reported to us within 8 days after receipt of the goods. In the event of a justified complaint reworking shall be done or a substitute delivery provided free of charge. If the reworking or substitute delivery proves to be a failure, the buyer shall have the right to demand diminution or repudiation of the purchase contract. Complaints, however, shall not be recognised if the defects in the goods we supplied are due to
improper use by the buyer.
2. Hidden defects, which cannot be recognised after an immediate examination, may only be asserted against us if the notification of defects has been given to us in writing within 6 months after the goods left the supplying factory. If the complaint is not made in good time, the performance is deemed to have been rendered as agreed. The buyer must give us an opportunity to inspect the non-conforming goods.
3. Claims for damages, irrespective of the legal reason, above all on account of special breach of contract, faulty performance, breach of secondary obligations, negligence in contract negotiations as well as on account of illegal action, shall be excluded. This shall not apply in the event of the absence of warranted qualities, intent, gross negligence, breach of essential contractual obligations and delay in performance.
4. All damage claims for lost profits, absence of reduction in costs, direct damage and/or consequential damage are excluded. This shall not apply in the event of the absence of warranted qualities, gross negligence and intent as well as with breach of essential contractual obligations. In these cases our liability shall be restricted to replacement of the damage that was typically foreseeable at the time the contract was concluded.
5. Defects in a part of the goods supplied shall not give the right to complain about the entire shipment, unless part shipment is of no interest to the buyer.
VIII. Retention of title
1. We reserve the right to the title of the goods supplied as long as they have not been fully paid andwe are not entitled to any claims from the business relationship with the buyer. The title to the goods supplied shall also remain with our company in the event of processing. The buyer, however, is entitled to resell the goods supplied in the normal course of business.
2. In the event of resale of the unaltered or processed goods supplied by us, the buyer shall - until full payment of all our debts from sales - here with assign to us all the debts due from his customers - with all accessory rights - which came into being from the sale. In the event of insolvency the buyer shall upon request undertake to make known the names of its customers, to whom our goods were delivered. We shall at the request of the customer undertake to reassign in as much as the value of the security given to us exceeds our debts from sales by more than 20 %.
IX. Place of performance and jurisdiction, Applicable Law, Validity
1. Place of performance and jurisdiction for all claims and legal disputes, including legal proceedings related to bills of exchange and documents, that arise from the contractual relationship shall be the registered office of our company.
2. This contract shall be subject to German non-standard law. The provisions of the Vienna Convention of 11.04.1980 regarding contracts for the international sale of goods shall not be applicable.
3. The validity of the remaining provisions shall not be affected by any invalidity of one or several provisions.
EBEX® • MAGNEX® • MAILEX® • PASSEX® • UWEX® • UPEX® • TREX®
Eingetragene Warenzeichen / Registered Trademarks by Ebinger GmbH,
Fotos: C. Gerigk, U. Kefrig, SC_PL_EU