General Trading Terms and Conditions
Shipping and payment
1. Validity of these conditions
The following conditions apply to the exclusion of all other terms and conditions for business relationships with companies within the meaning of § 14 BGB, a legal entity under public law or a special fund under public law (“customer”). Agreements that change or add to these terms and conditions, ancillary agreements and the customer’s conditions are only effective if they are confirmed by us in writing. Commercial agents and traveling salesmen are not authorised to make or receive binding declarations on our behalf.
2. Offers, documents
Our offers are non-binding. Technical information in brochures, catalogues, printed matter, advertisements, circulars and price lists correspond to the status at the time of printing and are only approximate.
The documents associated with the offer do not represent a guarantee of the quality or durability of our services. They are only used as a guide for the customer and may not be passed on to third parties.
3. Requests (orders)
Applications are binding for the customer. We shall only be bound by our written confirmation.
4. Prices and payment
All prices apply ex works in Remscheid excluding packaging, postage, freight and insurance. We reserve the right to change the prices in the case of continuing obligations if individual costs increase, in particular due to collective bargaining agreements and changes in material or electricity costs. We shall proceed in the same manner in the event of cost reductions. In such cases the price shall change in accordance with the changed cost factors. If the price changes by more than 5 %, either party may terminate the contract. Goods deliveries shall be paid into our account within 10 calendar days with a 2 % discount, within 30 calendar days strictly net (the date of crediting being decisive). Agents, commercial agents, consultants and travelling salesmen have no authorisation with regard to debt collection or deferral agreements. The customer is only entitled to offset or withhold payment, even if notification of defect has been made, if his counterclaims have been legally established or are undisputed.
Default in payment or circumstances which are likely to reduce the customer’s creditworthiness shall result in the immediate maturity of all of our claims regardless of the bills of exchange accepted. In such cases, we are also entitled to only deliver against advance payment or a security deposit and, after a reasonable grace period, to withdraw from the contract and to demand compensation.
5. Surcharges for small quantities, excess and short deliveries
Appropriate processing surcharges apply for small orders. In the case of special designs, quantity deviations of up to 10 % are permitted for each delivery.
6. Retention of title
We reserve the ownership of the delivered goods („reserved goods“) until the purchase price has been paid. In the case of a long-term business relationship, ownership is only transferred to the customer when all of our claims against the customer arising from the business relationship have been settled. Any processing is carried out by the customer on our behalf. If the reserved goods are processed with other items that do not belong to the customer, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (invoice amount) to the other processed items at the time of processing. If the reserved goods are combined or inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other combined or mixed items at the time of combining or mixing. If the combining or mixing is carried out in such a way that one of the purchaser‘s items is to be regarded as the main item, it is agreed that the purchaser hereby transfers to us joint ownership of the new item in the ratio of the value of the reserved goods (invoice amount) to the other combined or mixed items at the time of combining or mixing. We hereby accept such transfer.
The customer may sell the reserved goods in the ordinary course of business. Any other dispositions are prohibited. The customer assigns to us in advance the claims to which he is entitled from the resale of the reserved goods, regardless of whether they have been processed, combined, mixed or not, in the amount of the invoice for the reserved goods.
The customer is revocably entitled to collect the assigned claims. Our right to collect the claims remains unaffected. We shall not collect the claims ourselves and we shall not revoke the authorisation to collect as long as the customer fulfills his payment obligations and is not in default of payment. For justified reasons, the customer must notify his debtors of such assignment and provide us with the information and documents required to assert our rights.
The purchaser must immediately notify if third parties seize the reserved goods or the assigned claims or if such seizure is imminent. If the third party is unable to reimburse us for the judicial or extrajudicial costs of a lawsuit to protect our property, the customer shall be liable for the loss incurred.
7. Delivery dates, default
If we are prevented from providing the services on time due to unforeseeable or involuntary events which are unavoidable under exercise of reasonable care, the service time shall be extended accordingly. New deadlines shall then be mutually agreed.
The delivery period begins with the dispatch of our written order confirmation, however not before receipt of an agreed advance payment, not before all documents required for the execution of the order have been provided and all technical details have been clarified. The customer is obliged to meet all the requirements for the timely execution of the business.
The agreed delivery dates are deemed to have been met if we have declared our readiness to provide performance.
Compliance with the delivery dates and performance deadlines is subject to correct and timely supply by our suppliers. We shall notify the customer as soon as possible of any imminent delays.
In the event of a delivery delay, the customer may also demand compensation for any damage caused by the delay in addition to performance. A prerequisite for the assertion of damage caused by default is, however, always a prior written reminder with a reasonable deadline. This claim for damages in addition to the performance is, however, insofar as we are not guilty of wilful intent or gross negligence and there is no injury to life, body or health, limited to 0.5 % of the net invoice amount for the delivery in question per complete week of delay up to a maximum of 5 % of the net invoice amount for the delivery in question. The right of the customer to withdraw from the contract after a reasonable grace period and/or to claim damages for non-performance in accordance with Section 11 remains unaffected.
8. Shipping, transfer of risk
Deliveries are made “ex works” (EXW INCOTERMS 2010) unless otherwise agreed in writing. Any risk is transferred to the customer at the latest when the goods leave our premises. This also applies if the transport is carried out with our own means of transport. If the dispatch is delayed due to circumstances for which we are not responsible, all risk is transferred to the purchaser on the day of readiness for dispatch.
If the customer does not accept the goods on the delivery date in accordance with the contract, we shall store them for him insofar as possible, at his own risk and expense. Such storage does not release the customer from his payment obligation, which comes into effect when the goods are ready for collection.
9. Obligation to examine and notify
The purchaser must examine the goods and our other services immediately and notify us in writing of any defects, however no later than five working days after receipt or provision. Defects that were unable to be detected during the proper incoming inspection must be reported in writing immediately, at the latest three working days after their discovery.
If complaints or notifications of defects are not communicated in good time, the delivery and service shall be deemed approved.
The warranty period is 12 months. If the delivery/service is defective, the customer has the right to have the defect remedied or a replacement delivery within a reasonable period of time. We are entitled to choose between remedying the defect and delivering a replacement. If the defect could not be remedied by a second rectification, the customer may demand withdrawal or a reduction in the purchase price and compensation in accordance with Section 11 if the other requirements are met.
Claims for defects do not exist if the condition of the goods deteriorates due to improper use or storage, improper transport or incorrect or negligent handling by the customer. The same applies if the deterioration results from a change that is typical for the nature and functionality of the goods (e.g. wear and tear typical for the product).
In the case of supplementary performance, we are obliged to bear the expenses required for the purpose of supplementary performance, in particular transport and material costs, provided that these are not increased by the fact that the defective goods have been moved to a location other than the commercial establishment of the customer, unless the change in location corresponds to the agreed use of the goods. Supplementary performance does not include the removal of the defective item or the reinstallation if we were not originally obliged to install it. If there was no defect notwithstanding the request to remedy the defect, the purchaser is obliged to reimburse the costs incurred due to the unjustified request to remedy the defect (in particular testing and transport costs), unless the lack of defect was not apparent to the purchaser.
We have unlimited liability in the event of culpable injury to life, body or health.
We are also liable for intent and gross negligence. Insofar as we are not guilty of intent and there is no culpable injury to life, body or health, liability is limited to the foreseeable damage typical for the contract.
We are also liable for the culpable breach of such obligations the performance of which is essential in order to even be able to execute the contract and the fulfilment of which the customer may regularly trust and rely on. Insofar as we are not guilty of intent and there is no culpable injury to life, body or health, liability is limited to the foreseeable damage typical for the contract.
We are also liable in the event of fraudulent concealment of a defect or when giving a guarantee. In the latter case, the scope of liability is based on the guarantee. We are also liable in cases of statutory liability, for example under the Product Liability Act.
For all else, our liability, on whatever legal grounds, is excluded, unless otherwise regulated in these conditions. Insofar as our liability is excluded or limited in accordance with the above regulations, this also applies to the personal liability of our executive bodies, legal representatives, employees, workers and vicarious agents.
12. Validity clause
If individual provisions of these terms and conditions are or become invalid, the remaining agreements shall remain effective.
13. Place of performance, place of jurisdiction, applicable law
The place of performance is our registered office. The exclusive place of jurisdiction is the registered office of our company. However, we are entitled to file suit against the customer at his general place of jurisdiction. The law of the Federal Republic of Germany applies to the exclusion of the United Nations Convention on the International Sale of Goods (CISG).
BS Rollen GmbH