Transactions with merchants are subject to the following conditions. In the case of transactions with non-merchants, these Terms and Conditions for Purchase must be handed over at the first transaction and receipt acknowledged. They apply to all other transactions. Special conditions, changes or subsidiary agreements are only binding if we have expressly confirmed them in writing. Conflicting terms and conditions of the business partner are deemed to be waived when the first delivery is accepted. For arrangements made by our agents outside of these Purchase Conditions, we assume no obligation and responsibility.
§ 1 Offers
Our offers are non-binding.
§ 2 Orders
Orders placed with us are released directly for production. For this reason, even if the delivery date has not yet passed, orders may be cancelled only rarely and only after consultation. For custom-made items, we must insist on acceptance or, if necessary, on damages.
§ 3 Prices
1. The prices are always ex works, excluding packaging. Deviations are subject to special written agreement. The prices are net prices, to which the respectively valid value added tax is added, unless „inclusive of value added tax“ is expressly noted in our price list.
2. Price and performance data, as well as other declarations or assurances, are only binding for us if they have been submitted in writing or confirmed. The agreed prices are only valid for the respective completed order.
3. The minimum order value is €500.00, except spare parts (€60.00).
§ 4 Delivery times
Are adhered to where possible. All information on delivery times is approximate and not binding. Force majeure, as well as involuntary inability - on our part or that of our suppliers - (e.g. traffic and business disruption, strike, material shortage, etc.) entitle us to postpone the delivery or to withdraw from the contract in whole or in part, without entitling the client to any claims thereby. Partial deliveries are permitted.
§ 5 Payments
Our invoices are payable within 10 days from the invoice date with 2% discount or within 30 days net. Payments are only to be made to the accounts listed on the front of the invoice. If a due invoice amount is not paid despite a repeated reminder, all other outstanding invoice amounts become due for payment and we reserve the right to demand immediate payment, even if the agreed target date has not yet passed. The acceptance of bills of exchange, cheques, instructions and the like is left to our discretion. Receipt takes place exclusively for the purpose of payment. Discount and collection charges, as well as interest, are reimbursed immediately. In principle, we accept only central bank-eligible bills of exchange.
An offsetting or retention by the purchaser is excluded unless the claim for set-off or retention is undisputed or legally determined. We are entitled to avert the exercise of the right of retention by providing security, including by guarantee. If the purchaser stops its payments, if there is over-indebtedness or if settlement or insolvency proceedings are instituted, or if the purchaser is in default of redemption of due bills of exchange or cheques, our total claim becomes due immediately. The same applies to any other significant deterioration in the economic circumstances of the purchaser. In these cases, we are entitled to demand sufficient security or to withdraw from the contract.
§ 6 Shipping
Delivery is in any case at the expense and risk of the client. If we are not given special instructions, we will use our best judgement to effect delivery to the designated address, without assuming liability for the least expensive shipping. We reserve the right not to make the shipment from the place of performance (Clause 10) but from another location of our choosing in the Federal Republic of Germany.
§ 7 Retention of title
1. The goods remain our property until fulfilment of all claims against the purchaser, even if the individual goods have been paid for. Pledging or assignment by way of security of the goods subject to retention of title is not permitted.
2. In the event of the resale or rental of the goods subject to retention of title within the scope of proper business operations, the purchaser hereby assigns to us, as security, the future claims against its customers resulting from the resale or the rental, without this later requiring further special declarations; the assignment also extends to balance claims that arise in the context of existing current account relationships or the termination of such circumstances of the purchaser with its customers. If the goods subject to retention of title are resold or rented together with other items without a single price being agreed for the reserved goods, the purchaser assigns to us, with priority over the remaining claim, that part of the total price claim or the total rental amount that corresponds to the value invoiced by us for the goods subject to retention of title. Until revoked, the purchaser is entitled to collect the assigned claims from the resale or rental; however, it is not entitled to dispose of them in any other way, e.g. by assignment. At our request, the purchaser must notify the customer of the assignment and provide us with the documents required to assert its rights against the customer, (e.g. to hand over invoices and provide the necessary information. All costs of confiscation and any interventions are borne by the purchaser. If the purchaser receives a bill of exchange based on the authorisation given to it to collect the assigned claims from the resale, the ownership of these papers with the legal right are transferred as security on request. The handover of bills of exchange is replaced by the agreement that the purchaser takes custody of them for us and then delivers them to us immediately and endorsed. In the event that the equivalent value of the claims assigned to the supplier in cheques should be received by the purchaser or by a bank of the purchaser, the latter is obliged to report the receipts immediately and to deduct them. The ownership of the cheques passes to us with the legal right as soon as the purchaser receives them. The handing over of the papers is replaced by the agreement that the purchaser takes custody of them for us, then delivers them to us immediately and endorsed.
3. If the purchaser processes the goods subject to retention of title, transforms them or combines them with other objects, the processing, transformation or connection is done for us. We become the direct owner of the item produced by the processing, transformation or connection. If this is not possible for legal reasons, we agree with the purchaser that we will become the owner of the new product at any time during processing, transformation or combination. The purchaser keeps the new product for us with the care of a prudent businessperson. The item resulting from processing, transformation or combination is considered goods subject to retention of title. In the event of processing, transformation or combination with other items not belonging to us, we are entitled to co-ownership of the new item in the amount of the share resulting from the ratio of the value of the processed, converted or associated reserved goods to the value of the new item. In the event of the sale or lease of the new product, the purchaser hereby assigns to us its claim against its customer from the sale or rental, with all rights, as a precaution, without any further special declarations being required later. However, the assignment only applies to the amount corresponding to the value of the processed, converted or associated goods subject to retention of title. The assigned portion of the claim has priority over the other claim.
4. If the goods subject to retention of title are connected by the purchaser with real estate or movable property, the purchaser also assigns to us its claim, to which it is entitled to as compensation for the connection, with all ancillary rights, as a precaution, without requiring further special declarations being required. If the purchaser owns the property or if it is entitled to the rent from this property on another legal basis, then it also assigns this rent to us. For the amount of the assigned claim, Section 7.3 paragraph 3 applies accordingly.
5. If the purchaser is completely or partially in default with its obligation to pay or the redemption of due bills of exchange or cheques, if there is over-indebtedness or a suspension of payments, or if a settlement or insolvency petition is filed, we are entitled to accept all goods still under retention of title immediately. Likewise, we can assert the further rights from the retention of title immediately; the same applies to any other significant deterioration in the economic circumstances of the purchaser. The purchaser grants us or our representative access to all its business premises during business hours. The request for surrender or taking of possession does not constitute termination of the contract. We are entitled to use the goods subject to retention of title with the care of a prudent businessperson and to settle for the open claims from their proceeds.
6. If the value of the security exceeds our claims against the purchaser by more than 20 % based on the current business conditions, we are obliged, at the request of the purchaser, to release any securities of its choosing to which it is entitled.
§ 8 Execution
Unless we have expressly acknowledged special requests, the customary manner of execution (construction, processing, material, etc.) applies.
§ 9 Warranty
Complaints due to incomplete or incorrect deliveries or recognisable defects are taken into account if they are submitted to us in writing within one week after receipt of the goods. Hidden defects must be reported in writing immediately after discovery, but no later than 6 months after delivery. The implied warranty claim is for repair or replacement of the parts for which a complaint has been made. There is no entitlement to change or reduction or compensation for direct damage. Any implied warranty claim lapses if the object of delivery has been changed by third parties or if our instructions regarding the handling of the delivery item have not been followed. Returns of items for which a complaint has been made will be accepted by us only after prior notification. The return must be enclosed with our packing slip. Due to different production sites, the delivery address is to be requested from Cologne before return. Complaints can only be accepted if the goods are returned to us with the same care as they were delivered by us. We will not be responsible for damage during transport or for lost items. In such cases, we recommend that you request a statement of the facts in order to safeguard your right to compensation from the railway, freight forwarder or post office.
§ 10 Place of performance and legal venue
1. If the purchaser is a merchant, Cologne is the exclusive place of jurisdiction - also for procedures involving cheques and bills of exchange. The same legal venue applies if the purchaser does not have a general legal venue in the Federal Republic of Germany at the time of the initiation of legal proceedings.
2. The law of the Federal Republic of Germany applies. The Prague Convention of 1/7/1964 concerning uniform laws on international purchases and the United Nations Convention of 11/4/1980 on Contracts for the International Sale of Goods do not apply.
REMIS GmbH • Mathias-Brüggen-Str. 67-69 • 50 829 Cologne
Tel. +49 (0)221/ 7 88 80 - 0 • Fax +49 (0)221/ 7 88 80 - 249
www.remis.de • firstname.lastname@example.org
§ 1 General - Scope
1. Our conditions for purchasing apply exclusively; we do not recognise any conflicting or deviating conditions of the Supplier unless we have expressly agreed to their validity in writing. Our Terms and Conditions for Purchasing also apply if we unconditionally accept the Supplier‘s delivery in the knowledge that the Supplier’s terms and conditions conflict with or deviate from our Terms and Conditions for Purchasing.
2. All agreements made between us and the Supplier for the purpose of executing this Contract must be set out in writing in this Contract.
3. Our Terms and Conditions for Purchasing apply only to entrepreneurs within the meaning of § 310 sub-paragraph 1 BGB (German Civil Code).
4. Our Terms and Conditions for Purchasing also apply to all future transactions with the Supplier
§ 2 Offer - Offer documents
1. The Supplier is obliged to accept our order within a period of 2 weeks.
2. We reserve the right of ownership and copyrights to illustrations, drawings, calculations and other documents; They must not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; After completion of the order, they must be returned to us unsolicited. They are to be kept confidential from third parties, insofar as the provision of § 9 (4) applies in addition.
§ 3 Prices - Payment terms
1. The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery „free domicile“, including packaging. Return of the packaging requires a special agreement.
2. The statutory value added tax is not included in the price.
We are only able to process invoices if they - in accordance with the specifications in our order - indicate the order number given there; the Supplier is responsible for all consequences of non-compliance with this obligation unless it can prove that it is not responsible for them.
3. Unless otherwise agreed in writing, we pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with 3% discount, or the net amount within 30 days after receipt of invoice.
4. We are entitled to set-off and retention rights to the extent permitted by law.
§ 4 Delivery time
1. The delivery time specified in the order is binding.
2. The Supplier is obliged to notify us immediately in writing if circumstances occur or become apparent to it, from which it emerges that the required delivery time cannot be met.
3. In case of default of delivery, we are entitled to the legal claims. In particular, after expiry of a reasonable deadline, we are entitled to claim damages instead of performance and demand cancellation of the Contract. In the case we claim damages, the Supplier has the right to prove to us that the latter is not responsible for the breach of duty.
§ 5 Transfer of risk - Documents
1. Unless otherwise agreed in writing, the delivery is free domicile.
2. The Supplier is obliged to indicate exactly our order number on all shipping documents and delivery notes; if the latter fails to do so, we are not responsible for delays in processing.
§ 6 Inspection of defects - liability for defects
1. We are obliged to visually inspect randomly sampled goods for any quality or quantity deviations within a reasonable period of time; the notice of defects is deemed to be timely, provided that it is received by the Supplier within a period of 10 working days, calculated from receipt of the goods or in case of hidden defects as of discovery.
2. We are entitled to the statutory warranty claims in full; in any case, we are entitled to demand from the Supplier, at our discretion, either rectification of the defect or delivery of a new item. The right to compensation, in particular for damages in lieu of performance, is expressly reserved.
3. We are entitled to remedy the defect ourselves at the expense of the Supplier if there is a risk of delay or if special urgency exists.
4. The limitation period is 36 months, calculated from the transfer of risk.
§ 7 Product Liability - Indemnification - Liability Insurance
1. Insofar as the Supplier is responsible for product damage, the latter is obliged to indemnify us upon first request against claims for damages by third parties to the extent that the cause lies within its sphere of control and organisation and the latter is itself liable in relation to third parties.
2. In the context of its liability for claims within the meaning of paragraph 1, the Supplier is also obliged to reimburse any expenses in accordance with §§ 683, 670 BGB (German Civil Code) or §§ 830, 840, 426 BGB arising out of or in connection with a recall campaign carried out by us. We will inform the Supplier to the extent possible and reasonable with regard to the content and extent of the recall measures to be carried out and give it the opportunity to comment. Other legal claims will not be considered.
3. The Supplier undertakes to maintain product liability insurance with sufficient - lump sum - coverage for personal injury/property damage for the duration of this Contract, i.e. until expiry of the respective defect limitation period; if we are entitled to extensive claims for damages, these remain unaffected.
§ 8 Intellectual property rights
1. The Supplier guarantees that, by its delivery, no third party rights within the Federal Republic of Germany will be violated in connection with or as a result of the delivery.
2. If claims are made against us by a third party, the Supplier is obligated to indemnify us against these claims upon first written request; we are not entitled to make any agreements, in particular, to conclude a settlement, with the third party without the consent of the Supplier.
3. The indemnification obligation of the Supplier applies to all expenses that necessarily accrue to us from or in connection with the claim by a third party.
4. The limitation period for these claims is 10 years, beginning with the conclusion of the respective contract.
§ 9 Retention of Title - Provision - Tools - Confidentiality
1. If we provide parts to the Supplier, we reserve the right of ownership. Processing or transformation by the Supplier is performed for us. If our goods subject to retention of title are processed with other items not belonging to us, we acquire co-ownership of the new item in the proportion of the value of our goods to the other processed items at the time of processing.
2. If the item provided by us is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the proportion of the value of the retained item to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Supplier‘s item is to be regarded as the main item, it is deemed to have been agreed that the Supplier assigns co-ownership to us on a pro rata basis; the Supplier keeps the sole property or co-owned property for us.
3. For tools, we reserve the right of ownership; the Supplier is obliged to use the tools exclusively for the production of the goods ordered by us. The Supplier is obliged, at its own expense, to insure the tools belonging to us at replacement value against fire, water and theft. At the same time, the Supplier hereby assigns all compensation claims from this insurance to us, and we hereby accept this assignment. The Supplier is obliged to carry out any necessary maintenance and inspection work on our tools, as well as all maintenance and repair work at its own expense and in good time. The latter must notify us of any incidents immediately; if the Supplier culpably fails to do so, claims for damages remain unaffected.
4. The Supplier is obliged to keep all illustrations, drawings, calculations and other documents and information strictly confidential. They may only be disclosed to third parties with our express consent. The obligation of confidentiality also applies after completion of this Contract; it expires if and insofar as the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.
5. Insofar as the security rights to which we are entitled in accordance with paragraphs 1 and/or 2 exceed the purchase price of all our unpaid goods subject to retention of title by more than 10 %, we are obliged to release the security rights at our discretion at the request of the Supplier.
§ 10 Legal venue - Place of performance
1. If the Supplier is a merchant, our place of business is the legal venue; however, we are entitled to sue the Supplier at the court in its place of residence. Unless otherwise stated in the order, our place of business is the place of performance. Only the law of the Federal Republic of Germany applies. The provisions of the Uniform Law on the International Sale of Goods and the Law on Conclusion of Contracts for the International Sales for Goods are expressly excluded.
REMIS GmbH • Mathias-Brüggen-Str. 67-69 • 50 829 Cologne
Tel. +49 (0)221/ 7 88 80 - 0 • Fax +49 (0)221/ 7 88 80 - 249
www.remis.de • email@example.com