Terms
Standard Conditions of Sale, Delivery and Payment

1. Our Standard Conditions of Sale, Delivery and Payment
apply solely to companies within the meaning of § 310 of the
German Code of Civil Law (=BGB). The buyer’s own
purchasing conditions, even when not expressly rejected by
us, are not applicable.

2. The place of performance and jurisdiction, also for future
claims arising from the business relationship, as well as for
writs relating to bills of exchange and documents, is
Düsseldorf.

3. Our offers are subject to change and are non-binding.
Delivery orders made to us are irrevocable for the buyer and
shall not be deemed to have been accepted by us until
confirmed in writing or by electronic or telegraphic means or
until the invoice is issued. All agreements between
ourselves and the buyer relating to the performance of this
contract are laid down in writing in this contract. Verbal side
agreements and subsequent amendments to the contract
are, moreover, only binding when confirmed by us in writing.
The same applies to guarantees concerning the object
purchased.

4. Our explanations, instructions, diagrams and particulars as
to weight and size etc. given by us in connection with or on
the occasion of the delivery, particularly as regards the
nature of the object purchased, its usability, transport,
maintenance and assembly are only binding upon us when
given in writing by us and confirmed by those entitled to sign
on behalf of our company. In any event such details are
not to be considered as guarantees but simply as
information on the nature of the product.

5. Delivery dates and delivery periods, should we not have
given a written undertaking expressly describing them as
binding, shall be considered as having been only
approximately agreed. Should all details of the order not
have been fully clarified by the buyer on time and all preconditions
for the delivery on the part of the buyer not have
been fulfilled on time, then the delivery date shall be
extended correspondingly. Delivery dates shall be
considered to have been met when notification is made that
the goods are ready for shipment.

6. Shipment and delivery occur at the buyer’s risk. Risk shall
pass to the buyer at the time of shipment from the
respective location, even when carriage paid shipment
terms have been agreed. Force majeur, destruction of or
damage to the purchase object shall relieve us from the
obligation to deliver. A right of rescission and claims for
compensation shall only exist when the delay in the delivery
is due to intent or gross negligence on our part.

7. Should it emerge after the conclusion of the contract that
our claims are endangered by the buyer’s inability to fulfil
his side of the contract, then we are entitled to demand
security and, should the security not be forthcoming within
the term set, to rescind the contract.

8. Retention of title: all objects purchased remain our property
until all liabilities deriving from the purchase contract are
fully covered. Should machines, accessories etc. be so
bonded with the land, parts of buildings or in some other
manner with other objects as a result of the construction of
foundations or similar measures, it shall be deemed to have
been agreed that this bonding is only provisional and may
not become permanent until the buyer acquires title after
having fulfilled his commitments. Until the purchase price
has been fully paid the buyer is obliged to insure machines
and accessories against all risks. We are to be informed
immediately of all attachments by third-parties. We are to be
allowed upon request to inspect at any time the objects
subject to retention of title. The object purchased may not
be re-sold, title transferred or encumbered with the rights of
third-parties as long as our title shall last. Moreover, as a
precautionary measure, any claims deriving from a re-sale
made as part of a proper business transaction are
transferred to us, without this requiring a special assignment
declaration. The buyer is entitled to collect this receivable
also after the assignment. Our entitlement to collect the
receivable ourselves is not thereby impaired, but we
undertake not to collect the receivables so long as the
buyers fulfils his payment commitments. The buyer is in any
event obliged to inform us of the name and address of his
customer. We undertake on the other hand to release the
claims assigned as security to the extent that the value of
this security exceeds the receivable secured thereby by
20%.

9. The whole purchase price including VAT is due for payment
by bank-certified cheque before the goods are picked up.
Any other form of payment must be agreed at the time the
purchase contract is concluded and confirmed by us in
writing. Should the goods not be picked up within an
appropriate period of time which may not be more than thirty
days, then the purchase price including VAT is payable at
the latest fourteen days after the invoice date. We reserve
the right to charge interest on arrears at the rate of 8
percentage points above base rate on payments received
later. Rent may be charged after this date for goods still
remaining in our warehouse. In the event of payment by bill
of exchange, the agreed retention of title shall come into
force and in the event of re-sale extended retention of title.

10. Should the buyer not honour his payment liabilities or his
commitments deriving from the retention of title or should a
court order the opening of composition or insolvency
proceedings on his estate, the whole of the remaining debt
shall become due for payment, also in the event that a bill of
exchange with a later maturity is still open. Our right to
withdraw from the contract or to demand compensation for
damage incurred shall not be thereby impaired.

11. All and any complaints must be notified in writing within
eight days of the delivery of the goods.

12. We sell used machines or equipment in their current
condition to the exclusion of all liability for defects. They
shall be deemed to have been accepted and approved
already with the termination of the inspection, their
collection or loading. This exclusion shall not apply should
we have maliciously concealed a defect or have assumed a
guarantee for the quality of the object.

13. Transport damage shall be notified to the seller
immediately. The buyer shall handle the required formalities
with the transporter and in particular shall record all findings
required in order to exercise rights of recourse against third
parties. Provided that breakages, shrinkage and the like
customary in the trade remain within tolerable limits this may
not give rise to claims for remedy.

14. According to the provisions of the law, we bear unlimited
liability for damage resulting from injury to life, body and
health caused by intentional or grossly negligent
infringement of our obligations. We moreover bear
unlimited liability for damage covered by liability under
mandatory legal provisions. Should we have infringed major
contractual obligations through negligence, our liability is
limited as regards the amount to damage which is typical for
this kind of contract and could reasonably have been
foreseen.

15. Except where such claims are undisputed or have been
established by force of law, the offsetting of counter-claims
against our claims is excluded, as is the assertion of rights
to withhold payment.

16. The validity of a contract once concluded shall not be
impaired by the fact that individual clauses of the contract
are invalid.

17. The law of the federal Republic of Germany alone shall be
applicable, to the exclusion of UN purchase law.

Düsseldorf, as in March 2005 zurück
© 2017 Walter Kames GmbH | Impressum | AGB