Allgemeine Verkaufsbedingungen der Firma Triple F – Kabel nach Maß GmbH
Clause 1 Scope
(1)The present Conditions of Sale apply exclusively to entrepreneurs, legal persons underpublic law, and special funds under public law pursuant to Art. 310 (1) BGB (German CivilCode). We shall recognise contrary or other conditions of the customer at variance with ourConditions of Sale only if we expressly consent in writing to the validity of same.
(2)The present Conditions of Sale shall also apply to all future business conducted withthe customer constituting legal transactions of a similar kind.
Clause 2 Offer and conclusion of contract
If a purchase order is to be regarded as an offer pursuant to Article 145 BGB, we can acceptsame within two weeks.
Clause 3 Surrendered documents
We reserve ownership of and copyright in all documents, such as costings, drawings etc.,surrendered to the customer in connection with the placing of an order. Such documents arenot to be made accessible to third parties unless we expressly grant the customer our writtenconsent for said purpose. If we do not accept the customer's offer within the time limit setforth in Clause 2, such documents are to be returned to us without undue delay.
Clause 4 Prices and payment
(1)Save as agreed to the contrary in writing, our prices shall apply ex works, excludingpackaging and subject to value-added tax in the applicable amount as revised from time totime. Packaging costs are to be billed separately.
(2)The purchase price is to be paid exclusively by crediting our nominated bank account.The deduction of a discount shall be allowed only subject to written special agreement.
(3)Save as otherwise agreed, the purchase price shall be payable within 20 days of theinvoice date. Interest on arrears shall be charged in the amount of 8 % above the relevantbenchmark rate p.a.. The right to assert a claim for a greater loss caused by default shall bereserved.
(4)Unless fixed pricing is agreed, the right to make reasonable price adjustments becauseof changes in wage, material or selling costs shall be reserved for deliveries made 3 months ormore after the contract was concluded.
Clause 5 Offsetting and retention rights
The customer shall be entitled to offset only if his counter-claims are non-appealable oruncontested. The customer shall be authorised to exercise a right of retention only if hiscounter-claim arises from the same contractual relationship.
Clause 6 Delivery period
(1)The start of the delivery period indicated by us shall be subject to the conditionprecedent of the timely and proper fulfilment of the customer's obligations. The defence ofnon-performance of the contract shall be reserved.
(2)If the customer is in default of acceptance or culpably infringes other cooperationobligations, we shall be entitled to demand compensation for the loss thereby incurred,including any additional expenses. The right to assert further claims shall be reserved. If thepreceding conditions are satisfied, the risk of accidental destruction and accidental deterioration of the purchased goods shall pass to the customer when he fails to acceptdelivery or meet a payment obligation timely.
Clause 7 Transfer of risk in case of shipping
If the goods are shipped to the customer at his request, the risk of accidental destruction andaccidental deterioration of the purchased goods shall pass to the customer upon the dispatchof the goods to same, but no later than upon the goods leaving the works. This shall applyirrespective of whether the goods are shipped from the place of performance, and irrespectiveof the party bearing the freight charges.
Clause 8 Retention of title
(1)We shall retain title to the supplied goods until all receivables arising from the supplycontract have been paid in full. This shall also apply to all future deliveries, even if we do notexpressly invoke the present provision each time. We shall be entitled to take back thepurchased goods if the customer behaves contrary to the contract.
(2)The customer shall be entitled to resell in the normal course of business the goods thatare subject to retention of title. The customer now assigns to us the receivables from the buyerarising from the resale of the goods that are subject to retention of title, in the amount of thetotal invoice amount agreed with us (including value-added tax). This assignment shall applyirrespective of whether the purchased goods have been resold with or without processing. Thecustomer remains authorised to collect the receivables even after the assignment. Ourauthority to collect the receivables ourselves shall remain unaffected thereby. We shall refrainfrom collecting the receivables, however, as long as the customer meets his paymentobligations from the revenues received, is not in default of payment, and, in particular, anapplication has not been filed to initiate insolvency proceedings, and payments have not beensuspended.
Clause 9 Warranty, complaint in respect of defects, recourse
(1)Warranty rights of the customer are subject to the condition precedent that thecustomer has properly fulfilled its investigation and complaint obligations pursuant to Art.377 HGB (German Commercial Code).
(2)Claims in respect of defects shall become statute-barred 12 months after delivery toour customer of the goods supplied by us. The preceding provisions shall not apply if the lawimposes longer time limits. Our consent is to be obtained before any goods are returned.
(3)If, despite all the care applied, the supplied goods are defective, and the defect alreadyexisted at the time of risk transfer, we shall, at our discretion, either repair the goods or supplyreplacement goods, provided that the complaint was made within the time limit. In any event,we are to be given the opportunity to perform subsequently within a reasonable time limit.Recourse claims shall remain unaffected by the preceding provision without limitation.
(4)If the subsequent performance fails, the customer can – without prejudice to anycompensation claims – rescind the contract or reduce the remuneration.
(5)Claims in respect of defects shall not exist in case of an only insignificant variancefrom the agreed quality, an only insignificant impairment of usefulness, natural wear and tear,or damage arising after the transfer of risk from incorrect or negligent treatment, overloading,unsuitable operating resources, defective construction works, unsuitable foundation soil, orexceptional external influences not envisaged by the contract. If the goods are modified by thecustomer or third parties, or if the goods are processed, claims for defects shall likewise notexist in respect of such goods or the consequences arising from same.
(6)Claims of the customer concerning necessary expenses arising for the purposes ofsubsequent performance, in particular shipping, travel, labour and material costs, shall beexcluded if the expenses increase because the goods we supplied have subsequently beenmoved to a place that is not the customer's place of business.
(7)Recourse claims of the customer against us shall exist only if the customer has notmade any agreements with his customer exceeding the claims for defects pursuant toimperative provisions of law. As regards the scope of the customer's right of recourse againstthe supplier, paragraph 6 shall additionally apply mutatis mutandis.
Clause 10 Liability in case of delay in delivery
We shall be liable in case of delay in delivery, unless brought about through intent or grossnegligence, only for the demonstrated loss, not for loss of profits. The liability shall be limitedin such cases, however, to a total amount not exceeding 15 % of the value of the goodssupplied.
Clause 11 Other provisions
(1)The present contract and all legal relations between the parties shall be governed bythe law of the Federal Republic of Germany, ousting the UN Sales Convention (CISG).
(2)The place of performance and exclusive venue for all disputes arising from the presentcontract shall be our place of business, save as otherwise provided by the order confirmation.
(3)All agreements made between the parties for the purpose of performing the presentcontract are recorded in writing in the present contract.
(4)If individual provisions of the present contract are or become invalid, or contain anomission, the other provisions shall remain unaffected thereby. The parties undertake toreplace the invalid provision with a legally admissible provision corresponding closest to theeconomic purpose of the invalid provision or making good the omission.
August 2, 2010
Allgemeine Verkaufsbedingungen der Firma Triple F – Kabel nach Maß GmbH