DEUTSCH
Terms
and conditions of sale
1)
General:
a. These conditions override any Conditions stipulated by the
Buyer unless they are expressly accepted by the seller in writing.
No variation of any these Conditions bind the Seller unless expressly
accepted by the Seller in writing.
b. The placing of an order with the Seller is deemed to be an
acceptance of these conditions by the Buyer.
c. These Conditions supersede any earlier sets of Conditions appearing
in the Seller¡¯s catalogues or elsewhere and any conditions referred
to in any negotiation unless expressly agreed by the Seller in
writing.
2)
Quotations:
a. Quotations for the supply of the Seller¡¯s labour or services
or goods supplied/manufactured by the Seller are valid for 28
days from the date of quotation. Quotations for goods manufactured
by other suppliers are sold subject to prices ruling at the date
of despatch to the Seller and may be increased and decreased accordingly.
b. Quotations may be withdrawn or varied by the Seller within
the 28 days period by written or oral notice at any time before
acceptance by the Buyer.
c. Prices included in quotations are applicable only if an order
is placed covering the whole quotation; if an order is placed
for only part of the quotation the Seller reserves the right to
re-quote.
3)
PRICE:
a. Prices charged are those ruling at the date of despatch to
the Buyer and are subject to V.A.T. and any other government duty
or tax applicable unless otherwise stated in writing by the Seller.
b. In the event of any alteration being required by the Buyer
in design specifications or quantity the Seller is entitled to
vary the price.
4)
PAYMENT:
a. Unless otherwise previously agreed in writing payment is to
be against an irrevocable LC, payable at sight and confirmed by
a germen Bank. For documentary credits as well as for documentary
collections the buyer as well as the seller bear the corresponding
own banking charges. If the time of payment will be transgressed
the buyer has to pay interest for the delay according to the current
account interest rate of the bank of the creditor which is valid
at that time as well as the fees for the reminder. The claim for
a further loss due to the delay remains expressly reserved.
b. The Seller is entitled to suspend manufacture or delivery or
to cancel any order for a Buyer whose account is overdue.
c. Without prejudice to Condition 10 hereof, the goods remain
the Seller¡¯s property until the price has been paid in full (each
order being considered as a whole) or until re-sale, in which
case the Seller¡¯s beneficial interest shall attach to the proceeds
of re-sale or to the claim for such proceeds. A cheque given by
or in behalf of the Buyer in payment is not treated as a discharge
until it has cleared.
d. Not withstanding the above Conditions the Seller reserves the
right to stop credit at any time and to call for immediate full
payment for the goods delivered or work done.
5)
DELIVERY:
a. The time of delivery shall not commence until the later of
either the date of the Seller¡¯s confirmation of an order or the
receipt by the Seller of all necessary information to enable the
Seller to proceed with the order.
b. Any time or date of delivery named by the Seller is intended
as an estimate only and is not the essence of the contract.
c. If any cause outside the Seller¡¯s control or any labour dispute
or any unforeseen contingency (whether in the Seller¡¯s premises
or elsewhere) render it impracticable for the Seller to execute
any order or to deliver within a reasonable time the Seller reserves
the right to cancel the order.
d. The Seller shall not be liable for any loss or damage whether
direct indirect or consequential to any property caused by or
arising out of or connected with any delay in the delivery or
failure to execute an order or to deliver the goods ordered or
any cancellation of the contract pursuant to sub clause (c) hereof.
e. The Seller will endeavour to comply with any reasonable requests
by the Buyer for the postponement of delivery but shall be under
no obligation to do so. Where delivery is post phoned at the Buyer¡¯s
request the Buyer shall pay all costs and expenses including a
reasonable charge for storage and transportation occasioned thereby.
6)
NEW GOODS:
If goods to be supplied by the Seller are new, the following provisions
shall effect:
a. These Conditions and the delivery of the goods shall be subject
to any terms and Conditions which the manufacturer or concessionaire
may form time to time lawfully attach to the supply of the goods
or the re-sale of such goods by the Seller. The Seller shall not
be liable for any failure to deliver the goods occasioned by his
inability to obtain them form the manufacturer or concessionaire
or by his compliance with such terms and Conditions. A copy of
the terms and Conditions currently attached by the manufacturer
or concessionaire may be inspected at the Seller¡¯s office.
b. The Seller undertakes that he will ensure the pre-delivery
work specified by the manufacturer or concessionaire is performed
and that he will use his best endeavours to obtain for the Buyer
from the manufacturer or concessionaire the benefit of any warranty
or guarantee given by him to the Seller or to the Buyer in respect
of the goods.
c. In the event of the manufacturer of the goods described in
the order ceasing to make goods of that type, the Seller many
(whether the estimated delivery date has arrived or not) by notice
in writing to the Buyer cancel the contract.
d. If the contract is cancelled under the provisions of this condition,
the deposit (if any) shall be returned to the Buyer and the Seller
shall be under no further liability.
7)
Merchantability and Fitness for Purpose:
a. The Buyer assumes the entire responsibility for the goods being
suitable for his or any particular purpose and no terms may be
implied herein as to their suitability for any particular purpose.
b. In the event of any goods not being of merchantable quality
on leaving the Seller¡¯s premises, the Seller will, at its option,
either replace the same or give credit at invoice value. Beyond
this the Seller accepts no liability whatsoever for any defects
in the goods rendering the same unmerchantable. Without limiting
the foregoing, the Seller will not in any circumstances be liable
for any claim whatsoever for any labour, transport or other expenses
incurred by the Buyer in such replacement or for the loss of profit
arising out of or in connection with any loss of damage of property
whether arising from defects, failure to comply with specifications
or otherwise howsoever.
c. Goods replaced shall become the Seller¡¯s property.
d. The terms of this Condition are in Lieu of all Conditions,
warranties and other terms as to description, fitness for purpose,
condition, merchantability, quality or otherwise in respect of
the goods whether expressed in the contract or implied by the
common law, statute, trade, usage or custom and notwithstanding
such purpose may be, may have become or many have been known to
the Seller.
8)
GUARANTEES:
If any goods supplied by the Seller or any part thereof are found
to be of defective workmanship or material so as to entitle the
Seller to have them replaced or repaired by the manufacturer,
the Seller undertakes to do so. Provided, however, that the Seller
shall not be liable for any claims whatsoever for any transport,
labour or other costs and expenses incurred by the Buyer in such
replacement or repairs which are not recoverable from the manufacturer
and where such costs and expenses are incurred by the Seller,
the buyer will repay to the Seller such costs and expenses as
are not recoverable from the manufacturer and provided also that
if owing to the failure of the Buyer to comply with any terms
imposed by the manufacturer, the manufacturer is not bound to
replace or repair, the Seller shall be under no liability to the
Buyer.
9)
Shortages and Defects Apparent on Inspection:
a. The Buyer shall have no rights or claim for shortages or defects
apparent on inspection unless (i) the Buyer inspects the goods
immediately on arrival at its premises and (ii) a written complaint
(otherwise than by a qualified signature on the delivery note)
is made to the Seller within 7 days of receipt of goods and (iii)
the Seller is given an opportunity to inspect the goods and investigate
any complains before any use is made of the goods. If the claim
is not made to the Seller as is provided by this Condition then
the goods shall be deemed to be in all respects in accordance
with these Conditions and the Buyer shall be bound to these Conditions
and the Buyer shall be bound to pay for the same accordingly.
b. Clerical errors are subject to correction, claims for errors
must be made within 7 days of receipt of the goods.
10)
RETURNS:
Unless there is prior written agreement, items returned will not
be accepted for credit.
11)
RISK AND TITLE:
a. Where goods are collected by or on behalf of the Buyer from
the Seller¡¯s premises, the goods are at the sole risk of the
Buyer from the time when the goods are loaded.
b. Where the Seller delivers the goods at the Buyer¡¯s premises
or at some place which he directs, the goods are at the sole risk
of the Buyer from the time of delivery at the premises or place
aforesaid.
c. Where the goods are delivered by the Seller or Seller¡¯s agent
to a carrier, the goods are at the sole risk of the Buyer from
the time of delivery to the carrier.
12)
INSOLVENCY:
If the Buyer shall make default in or commit any breach of his
obligations or being an individual or partnership commit any act
of bankruptcy or have a receiving order made or being a limited
company, goes into liquidation (otherwise than as solvent company
for the purpose of reconstruction or amalgamation) or having a
petition for winding up filed against it or have a Receiver or
Manager of the whole or any part of its undertaking, property
or assets appointed or enters into a composition with or for the
benefit of his creditors or have any execution or distress levied
on his goods or property, the Seller shall have the right for
with to determine any contract then subsisting between the Buyer
and the Seller (without prejudice to any claim or right which
the Seller might otherwise make or exercise) and neither the Buyer
nor any other person shall have the right to recover compensation
or damages from the Seller by reason of such determination.
13)
CANCELLATION, DELAY IN COLLECTION AND/OR ALTERATION OF ORDERS:
a. Orders can not be cancelled or altered except with the written
consent of the Seller and on terms which indemnify the Seller
against all loss and expenses.
b. If advance payment is effected by the Buyer being part of payment
term agreed on between Buyer and Seller, and in case of order
cancellation on part of the Buyer without consent of the Seller,
the Seller is entitled to charge the Buyer the full amount of
the effected Advance payment being order cancellation charges.
c. If the buyer does not take off the contracted item, the seller
has the right to insist on an immediate take off and on payment
or the Seller can give the Buyer an adequate extension period.
After expiry of this extension period the Seller can otherwise
dispose of the contracted item and supply to the buyer within
a suitable extended space of time. Unaffected there from remain
the Sellers rights on the basis of ¡ì 326 "BGB" ("Code
of Civil Law") to withdraw from the contract or to claim
for damages because of non-performance (non-fulfilment) of the
contract. If the Seller claims for damages because of non-performance,
the Seller has the right to demand 25% of the contracted prices
with the addition of value-added tax as compensation without proof,
in case the Buyer will not proof himself that only an essential
lower loss has been caused to us. The Seller reserves the right
to claim for a higher compensation as far as it has been caused
to him.
14)
CARRIAGE AND PACKING:
An extra charge will be made on small orders or any special or
express delivery requirements by the Buyer. Cases or other special
packing and containers will be charged separately and are due
for payment in accordance with the conditions as to payment herein.
A credit or refund will subsequently be allowed for cases and
other containers returned to the Seller¡¯s premises carriage paid
and in good condition less cost of return carriage to the manufacturer.
15)
REPRESENTATION:
If any statement or representation has been made to the Buyer
other than in documents enclosed with the Seller¡¯s quotation,
upon which the Buyer relies, the Buyer must set out the statement
or representation in a document to be attached to or endorsed
on the order in which case the seller may clarify the point and
submit a new quotation.
16)
SPECIFICATION PATTERN OR DESIGN:
a. Where goods are made to the Buyer¡¯s specification pattern
or design, the Buyer is deemed to undertake to indemnify the Seller
against any loss, damages or expenses which the Seller may incur
(whether in respect of any proceedings or otherwise) by reason
of any infringement of any Patent or Registered Design in any
Country.
b. In the cast of goods made specially or to the Buyers pattern,
the Seller reserves the right to supply 10% more or less than
the quantity ordered and the Seller will adjust its charges pro
rata accordingly. Once manufacture of such special goods is commenced,
cancellation by the Buyer can not be accepted in any circumstances.
c. Where tools or dies shall be made specially to produce goods
to Buyer¡¯s pattern, such tools or dies shall not become the property
of the Buyer unless otherwise expressly agreed in writing.
d. The Seller reserves the right to modify the characteristics
of products as well as to modify or suppress models. The illustrations
in our catalogues and brochures have only the aim to show and
represent the individual items and do not constitute an obligation
of a faithful execution. Details, sizes and weights indicated
are to be considered as approximate. Therefore, the Seller will
not accept liability in relation to the above and as a consequence
the Seller shall not accept any claims for damages of any kind.
17)
BUYER¡¯S MATERIALS:
If the Seller agrees to carry out work on a Buyer¡¯s own material
or to store a Buyer¡¯s goods after an invoice has been presented
for the goods, such materials or goods will be held at the Buyer¡¯s
risk and the Seller will not be responsible for damage by accident,
fire, flood, deterioration or any other cause.
18)
NOTICES:
Any notice given under these conditions must be in writing and
sent by post to the last know residence or place of business of
the person to whom it is addressed and shall be deemed to have
been received in due course of post.
19)
WARNING:
When cleaning the Seller¡¯s Taps and Fittings, no detergent, abrasive
or soap are to be used. As this can damage their surface. Therefore
it is suggested that the Taps and Fittings are to be cleaned with
water and then dried with a soft cloth.
20)
LEGAL CONSTRUCTION:
a. These Conditions and the contract shall be subject to and construed
in accordance with Germen Law.
b. Any legal proceedings against the Seller or Buyer arising out
of or in connection of these Conditions and the contract must
be brought in the Courts of Hamburg in Germany.
c. The heading of the clauses of these Conditions shall not affect
the construction of these Conditions.
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