General Terms

General Terms and Conditions of Sale and Delivery

I Scope of application

All deliveries (contracts of purchase, contracts for work and materials, etc.) are subject exclusively to the following terms and conditions. The purchaser’s general terms and conditions of business that contradict the terms and conditions below are not binding upon Kassner GmbH & Co. KG (hereinafter referred to as “the Vendor”), even if the latter has not expressly contradicted their content unless the Vendor explicitly consents in writing to a provision at variance with the terms and conditions below.

II Effectiveness

These General Terms and Conditions of Business become an integral part of the contract once the order is confirmed.

III Reservation of title

The goods delivered remain the Vendor’s property until all the Purchaser’s payment obligations arising from the business relationship with the Vendor that have already arisen and are due have been settled (current account reservation). Should delivery items or delivered goods become substantial components of another object or be sold on to third parties, the Purchaser shall assign his claims resulting therefrom to the Vendor upon the confirmation of the order (extended reservation of title).

If purchase items subject to reservation of title are pledged by third parties, the Purchaser must notify the Vendor without delay.

Any processing or transformation of the goods by the Purchaser shall invariably be done on the Vendor’s behalf. If the goods are processed with other items not belonging to the Vendor, the Vendor shall acquire co-ownership of the new object in proportion of the value of the purchase item to the other items being processed at the time of the processing.

If the goods are mixed with other items not belonging to the Vendor, the Vendor shall acquire co-ownership of the new object in proportion of the value of the purchase item to the other mixed item at the time of the mixing. If the Purchaser’s item is to be regarded as the main item, the Purchaser is required to transfer proportional co-ownership to the Vendor.

The Vendor undertakes to release the collateral security to which it is entitled at the Purchaser’s request insofar as the value of the collateral security exceeds by more than 20% the accounts receivable being secured.

IV The Purchaser defaulting on his payment obligation

Unless stated otherwise in the confirmation of order, the purchase price is due once invoiced. The Purchaser is in default of his payment obligation at the latest if he fails to make payment within 30 days of it being due and after receiving an invoice or equivalent payment schedule. In the event of the Purchaser defaulting, the Vendor is entitled to demand default interest in the amount of 5% on top of the applicable base rate. If the Vendor is able to prove greater damage due to default, it is entitled to claim it.

V Delivery deadlines

Binding delivery deadlines must be agreed explicitly and in writing with the Vendor.

Should the Vendor default on delivery, the Purchaser must set the Vendor in writing a period of grace of at least eight weeks before being able to cancel the contract

Should the Vendor not comply with its duties to deliver owing for instance to warlike disputes, force majeure, riot, stoppages or through its contracting parties’ breaches, in particular failure to deliver to the Vendor, it is absolved of its performance obligation.

Furthermore, the Purchaser’s claims for compensation including lost profit or on account of other financial losses are precluded.

The preceding limitation of liability does not apply if the cause of the loss or damage is due to wilful intent or gross negligence.

The Vendor is not liable for gross negligence on the part of simple vicarious agents.

VI Call orders

Delivery has to be taken in full of the goods to be delivered on the basis of call orders within the agreed time limits. Extensions of time limits and call orders have to be agreed in writing. If the time limit has elapsed and no extension of the time limit has been agreed, we are entitled to deliver immediately the goods not yet called. This does not affect the terms and conditions of delivery and payment. During the period of the extension of the time limit and until such time as delivery has been taken in full we are entitled to charge monthly storage and default fees amounting to 2% of the purchase price.

VII The Purchaser’s warranty rights

Upon delivery of the goods the Purchaser is required to examine promptly the items delivered. He is required to notify the Vendor in writing of obvious defects within seven days of the goods being delivered, hidden defects likewise within seven days of their being detected. Should he omit to do so, he forfeits any claims arising from these defects. The notice of defect(s) to the Vendor must be accompanied by samples of the defective goods.

In the event of defects in the purchase item, the Vendor may initially demand only subsequent performance (remedying of defect(s)/replacement delivery). If subsequent performance is not possible or fails, the Purchaser may demand that the contract be rescinded or the purchase price reduced.

The Purchaser’s claims above and beyond that are precluded, in particular the Purchaser’s claims for compensation including lost profit or on account of other financial losses.

The preceding limitation of liability does not apply if the cause of the loss or damage is due to gross negligence or wilful intent.

The Vendor is not liable for gross negligence on the part of simple vicarious agents.

§ 438 para. 1 sub-para. 3 of the BGB [German Civil Code] notwithstanding, the Purchaser’s warranty claims lapse in one year from the delivery of the goods.

VIII Transfer of risk and transport

The goods are delivered at the expense and risk of the Purchaser. The risk is transferred to the Purchaser as soon as the duly and properly packaged goods are handed over to a forwarder or to the Purchaser’s own transport personnel.

In the event of consignment by rail, transport loss/damage must be established immediately by the railway authorities’ recording of facts or, in the event of transport by lorry, in accordance with § 438 para. 3 of the HGB.

Insurance against transport loss/damage is not taken out unless the customer requests it and assumes the costs.

IX Flat-rate compensation in the event of the Purchaser failing to comply with his contractual duties

Should the Purchaser refuse to take delivery of the goods or state explicitly beforehand that he does not intend to do so even after the expiry of an eight-week period of grace he has been set, he is required to pay the Vendor compensation amounting to 25% of the agreed purchase price. The Purchaser reserves the right however to prove that the Vendor has sustained no or only slight loss or damage. This does not preclude the Vendor asserting further loss or damage claims.

Should the Purchaser not comply with his payment obligation wholly or in part within two weeks of a demand from the Vendor, the latter may cancel the contract. The Vendor is entitled to compensation from the Purchaser in the amount of 25% of the agreed purchase price. The Purchaser reserves the right however to prove that the Vendor has sustained no or only slight loss or damage. This does not preclude the Vendor asserting further loss or damage claims.

X Agreement on court of law

The place of performance and jurisdiction for both parties is Wuppertal.

XI Severability clause

Should individual parts of these Terms and Conditions of Sale and Delivery be invalid or void, this shall not affect the remaining provisions.

XII Subject to German law

Deliveries abroad are also subject to German law, in particular the above terms and conditions.

 

Zuletzt angesehen