General Terms and Conditions of Business and Delivery (GTC)
All deliveries shall be made in accordance with our General Terms and Conditions of Business and Delivery. Amendments or supplements to this contract must be made in writing to be effective. No verbal ancillary agreements have been made.
1. Offer, acceptance of offer and order
a. Our offers are subject to confirmation.
b. Orders must always be placed in writing. In the case of existing business relationships, orders placed verbally shall also be accepted.
c. Orders as well as verbal agreements are only binding for the seller if and insofar as he has confirmed them in writing or has complied with them by sending the goods and the invoice. This also applies to supplements and amendments.
2. Prices, calculation
The prices result from the respective valid price lists or offers, or are agreed orally and confirmed in writing.
3. Delivery periods, delivery
a. The delivery periods stated by the Seller shall be deemed to be approximately agreed, unless a firm deal has been expressly agreed by the use of the word “fix”.
b. Claims for damages due to delayed delivery which are not based on intent or gross negligence are excluded.
c. The delivery period shall not commence until the order has been fully clarified and all details required to process the order are known to the seller.
d. Except in the case of a transaction for delivery by a fixed date, the seller shall only be in default if the buyer grants him a period of grace of at least 4 weeks in writing. After expiry of this period of grace, the buyer may withdraw from the contract insofar as the goods have not yet been delivered.
e. The buyer may not reject partial deliveries.
f. Our obligation to deliver shall be suspended as long as the buyer is in arrears with a due payment.
4. Shipping, transfer of risk
a. Goods notified as ready for dispatch must be called off immediately, otherwise the seller is entitled to store them at the buyer’s expense and risk and to invoice them as ex works.
b. Special or other packaging, such as wooden crates, crates, pallets and cardboard boxes will be invoiced at cost price and will not be taken back.
5. Terms of payment
a. Discount deductions in amounts not agreed upon shall result in partial payment of the invoice.
b. In the event of default, all other claims arising from the business relationship shall also become due for immediate payment, insofar as they are not already due.
The buyer shall compensate the seller for the damage caused by the delay, in particular also for all information fees, costs of establishing whereabouts and other reasonable extrajudicial costs.
The buyer shall be entitled to prove that the damage actually incurred is lower.
c. The seller may at any time require the buyer to accept a bill of exchange. All costs arising from the acceptance of a bill of exchange or cheque shall be borne by the buyer. If a bill of exchange of the buyer is protested and a protested bill of exchange is not covered immediately, the seller is entitled to return all bills of exchange still in circulation.
d. Employees of the seller are only entitled to accept payments if they can produce a written power of attorney for collection.
e. Both contracting parties shall only be entitled to a right of set-off or retention, subject to clause 5f below, to the extent that the counterclaim is disputed or a legally enforceable title exists in respect thereof.
f. If the buyer is in default with the settlement of any debt arising from the entire business relationship with us, the seller shall only be obliged to deliver against prior cash payment or security for the purchase price and the other payment obligations.
6. Retention of title, copyright, tools
a. The delivered goods or samples shall remain the property of the seller until full payment of all outstanding claims from the entire business relationship. However, the buyer shall be entitled to use the goods in the customary manner and to use or sell them in the ordinary course of business.
b. The buyer is not entitled to pledge unpaid or only partially paid goods or to assign them as security to third parties without the written consent of the seller. He shall be obliged to assert the Seller’s right of ownership vis-à-vis third parties and to notify the Seller in writing without delay if claims are asserted against the goods by third parties or if execution is instituted against him.
c. The seller has the exclusive copyright to all goods, samples or pictorial representations supplied or made available by him. The Buyer expressly undertakes to do everything in its power to ensure the Seller’s copyright.
d. Tools and moulds shall remain the exclusive property of the Seller even if pro rata costs are borne in view of the design work performed. There shall be no obligation to retain them.
a. Defects in the goods must be reported to the seller in writing without delay, recognisable defects within 8 days of receipt at the latest.
b. The seller undertakes to repair or exchange duly defective goods free of charge at his discretion and to return them to the buyer without delay. If the seller allows a reasonably set period of grace to elapse without having provided a replacement or remedied the defect, or if the remedy fails, the buyer may withdraw from the contract or reduce the purchase price.
c. The buyer is entitled to return the rejected goods with the seller’s consent. However, the seller may, at his discretion, also carry out the rectification on site. In the event of unjustified complaints, the buyer shall bear the shipping costs.
d. Further warranty claims are excluded to the extent permitted by law. This also applies to claims for damages, unless there is intent or gross negligence.
e. Unless expressly agreed otherwise, deviations in quantities as well as information on the object of delivery and performance (for example, dimensions, hardness, weight, utility value, tolerance) are guideline values or customary in the industry and do not constitute defects insofar as the deviation is customary in the industry.
f. The warranty shall be excluded if the defect has been caused by improper handling of the delivery item, if it has not been used in accordance with its intended purpose known to us, if improper external means have been used or if the installation site was faulty. Natural wear and tear is excluded from the warranty.
g. Insignificant deviations from samples or from earlier deliveries or from other information do not constitute grounds for warranty claims, insofar as they do not impair the presupposed functionality.
8. Limitation period
Claims of the buyer not covered by §§ 438 (1) Nr. 2 and 634 (a) Nr. 2 due to defective performance shall become statute-barred after 12 months.
9. Data protection
We make use of electronic data processing and have stored the data required for the lawful performance of the contractual relations.
10. Final provisions, place of jurisdiction
a. The place of payment and fulfilment is the registered office of FluorTex GmbH. The exclusive place of jurisdiction for disputes arising from all contracts is the place of the competent registration court of FluorTex GmbH, insofar as the contracting parties are merchants, legal entities under public law or public special funds. This also applies to claims arising from cheques or other documents, even if these are issued payable at other places.
b. German substantive law is exclusively applicable, also for foreign transactions.
c. Should one of the above provisions be legally ineffective, the effectiveness of the other provisions and of the contract as a whole shall not be affected by this. In the event of the invalidity of one or more provisions of these General Terms and Conditions of Business and Delivery, the contracting parties shall agree on a legally effective substitute provision which comes as close as possible to the invalid provision in economic terms and which would presumably have been agreed if the contracting parties had known of the invalidity at the time of conclusion of the contract. This shall also apply mutatis mutandis to loopholes in the contract.
General Terms and Conditions, Status 01/19