General Sales Conditions
Deliveries of the Seller shall only take place according to the following sales conditions. Deviating agreements or sales conditions of the Purchaser require the express consent of the Seller in written form to become effective, for as far as they contradict the provided conditions. The sales conditions of the Seller are becoming an integral part of the contract, at the latest upon the acceptance of the delivery.
The offers made by the Seller are non-binding, provided that no other agreement was made in written form. The delivery conditions of the Purchaser are only valid, if they have been confirmed by the Seller in written form.
2.1 Contracts shall only become effective with the order confirmation of the Seller in written form. The price valid on the day of dispatch plus the taxes clearly stated in the invoice are considered as agreed. Price lists that have been handed over are subject matter of the contract, as far as the do not contradict the general sales conditions and/or separate agreements. Subsequent changes to the contractual content require the consent of the Seller in written form.
2.1The Seller reserves short or excess deliveries amounting to 10% of the order in those cases, in which it is necessary for imperative operational reasons.
3. Obligations of the Purchaser
3.1 In case the Purchaser falls behind with the acceptance of the goods, the Seller is, after having set an appropriate grace period, entitled to withdraw from the contract and to claim compensation for damages instead of performance according to the legal regulations of §§ 439, 280 ff. BGB. In the latter case, the Seller is, at his option, entitled to claim either a flat sum of 10% of the amount invoiced according to clause 2.2 or compensation for the actually occurred damage. Eventually occurring lesser damages are to be evidenced by the Purchaser.
4.1 The amounts invoiced are to be paid by bank debit or according to the conditions of the Seller to be found on the confirmation invoice or the invoice. The payment terms stated on the order confirmation and/or the invoice, particularly for calculation of terms regarding cash deduction, start with the invoice date. Agreed cash deductions are only valid, if no other due invoices are to be balanced. In case of default by the Purchaser, the Seller is entitled to claim interest amounting to 8% above the respective base rate. The interest on default shall be due immediately. The purchase may only set off such claims or claim his right to retention for cases being undisputed or legally binding.
4.2 Regardless of the agreed method of payment, it is solely at the discretion of the Seller to demand collateral security at an appropriate amount, even before dispatch, if there is reasonable doubt regarding solvency or creditworthiness of the Purchaser, if the agreed payment terms or sales conditions are not adhered to in materials respects, or if major changes occur regarding the business conditions of the Purchaser. If the Purchaser is objecting to the security collateral within the appropriate grace period, the Seller is entitled to withdraw from all contracts with the Purchaser in whole or in part. Any further claims shall remain reserved.
4.3 Employees of the Seller are only entitled to debt collection upon presentation of a special permit.
5.1 The transport routes are selected by the Seller at his dutiful discretion. Additional costs for cartage at the location of receipt, for freight charge, as well as for additional freight charges in case of express goods and air shipments are to be borne by the Purchaser.
5.2 For the determination of weight, dimensions and quantities, the weights, dimensions and quantities determined at the time of dispatch from the factory or warehouse are decisive.
5.3 The stipulated delivery time starts with the dispatch of the order confirmation, however, not prior to the submission of the documents, permits and approvals to be provided by the Purchaser. If an agreed delivery date is exceeded by more than three weeks, the Purchaser may grant the Seller a grace period of another three weeks under the threat of rejection. If the obligation to delivery has not been fulfilled by the time the grace period expires, the Purchaser is entitled to withdraw from the contract. The Seller must be notified by the Purchaser regarding the withdrawal in written form and immediately following the expiration of the grace period.
5.4 Unforeseeable occurrences beyond the control of the Seller that make delivery or transport impossible or unreasonably difficult, entitle the Purchaser to withdraw from the contract, provided that these circumstances continue to exist for three months from the day of the conclusion of the contract. Regardless of this fact, the Seller reserves the right to refuse the delivery until the obstacle is removed. These circumstances must be immediately communicated to the Purchaser by the Seller. Any partial deliveries that have already occurred are deemed to constitute independent transactions; payment of the partial delivery may not be refused on account of the quantities still outstanding. In the event of the postponement of the delivery due to the reasons mentioned above, a right of the Purchaser to set a grace period as well as the right of the Purchaser to withdraw from the contract does not arise. In the event of delayed delivery/partial delivery or complete or partial failure to deliver as a result of at least gross negligence, claims for damages are limited to the typical and foreseeable damages. Incidentally, claims for damages going beyond those mentioned above are excluded.
6. Transfer of risk
Unless otherwise agreed between the contracting parties, the risk is transferred to the Purchaser at the time the goods are dispatched from the factory or the warehouse. The Purchaser bears the risk for all returned deliveries during the return transport as well as for the packaging during the initial transport and the return transport.
7. Responsibility for defects
7.1 The Seller must be immediately notified in written form regarding obvious defects, at the latest eight days after receiving the delivery at the specified destination. Samples of the delivery claimed to be defective have to be provided. Minor deviations relating to colour, shape, strength and composition do not constitute defects and do not entitle to claim compensation for damages. If samples were taken by independent samplers at the place of lading, then these samples shall be the sole basis for the assessment of the goods. Samples taken by an independent sampler are deemed to be equivalent to the original pieces remaining with the Purchaser, which constitute the basis for processing or further transportation. The same applies to rest pieces of the production batch remaining with the Seller from which the delivery claimed to be defective originated. In case of a defect, the Purchaser may – if no other agreements have been made – only demand subsequent delivery of the goods claimed to be defective. If the supplementary performance/subsequent delivery fails to become effective, the Purchaser is entitled to lower the purchase price according to legal guidelines or to withdraw from the contract. With respect to all deliveries within the scope of the removal of defects, the stipulated liability regarding defects shall apply. Unless specified otherwise below, other claims and claims of a wider scope against us on the part of the customer are excluded. This applies in particular for damage claims arising from the debt relationship or from unauthorized action. In case of intent or gross negligence, the Seller is liable according to legal provisions. The liability of the Purchaser is in any case limited to the foreseeable, typically occurring damage, for as far as there was no intent or omission on the part of the Seller’s statutory agents and provided that no major contractual duty has been culpably breached. Liability according to the Product Liability Law remains unaffected. The aforementioned limitation of liability does also not apply in case of injury to body, life and health. To the extent to which the liability of the Seller is excluded or limited, this shall equally apply in favour of his employees in the event that the Purchaser asserts claims directed at them.
7.2 The unreserved acceptance of the delivery by the railroad, shipping company or of other carriers shall preclude the liability of the Seller due to improper packing or loading, for as far as the Seller is under no mandatory liability for intent or gross negligence.
7.3 To the extent an EAN code is used, the Seller shall take care of the legibility. Liability for the legibility cannot, however, be assumed on the part of the Seller.
7.4 The Seller’s oral and written advice regarding application techniques shall be given without any obligations and shall not release the Purchaser from his own examination of the products for their suitability. This also applies when the delivered goods are generally recommended for a specific purpose. If liability of the Seller should nevertheless come into question, the regulation of the agreed liability for defective deliveries applies. It shall be incumbent on the Purchaser alone to observe any protected privileges of third parties, e.g. application patents, and statutory provisions with respect to the processing of the delivery.
7.5 The claims for defects shall become time-barred after one year from dispatch of the goods, provided that the law does not mandatorily prescribe longer time limits.
8. Title retention
8.1 The delivered goods shall remain the property of the Seller until all outstanding claims arising from the business relation including interest and costs have been fully settled or until cheques which have been given for this purpose have been completely cashed. The title retention shall also be extended to goods which are resold and to products emerging through processing. With respect to combination or mixture with material not belonging to the Seller, the Seller shall without exception acquire co-ownership in the manufactured new items in the ratio of the value of the reserved product to the value of the new item. In this case, the Purchaser shall be considered as the custodian for the Seller in this respect. If the Seller does not acquire co-ownership with respect to a combination of several items, then the Purchaser shall already now assign the co-ownership share specified under sentence 4 to the Seller or bind himself to provide all declarations necessary for the correct transfer of the co-ownership in oral and written form.
8.2 The Purchaser shall be revocably entitled to sell the delivered goods in the proper course of business. Each other disposal, in particular a pledging, chattel mortgage or relinquishment by means of exchange, shall not be allowed. The Seller shall be notified immediately regarding pledges undertaken by third parties – also after mixture or processing – as well as any other impairment of the rights in the delivery which is the property of the Seller. The claims and rights of the Purchaser from a resale of the delivered goods and business relations to other buyers shall already now be assigned to the Seller, regardless of whether the goods are processed. The Seller shall accept the assignment now. In case the goods shall be sold by the Purchaser together with other goods which are not the Seller’s property, the assignment of the purchasing price shall only be valid for the value of the delivery.
8.3 The Purchaser shall be revocably empowered to collect all debts out of the resale of the delivery The power of collection and the right to process shall extinguish regardless of the provision of the express revocation, in the event that the Purchaser ceases to make payments, in the event of clause 4.2, in case of a cheque or bill of exchange process or of successful attachment. Assigned outstanding amounts received thereafter shall be accumulated at once in a special account with the separate designation to be given by the Seller. Upon request of the Seller, the Purchaser shall immediately inform the Seller regarding the debtor of the assigned claim in writing and notify the assignment to the debtor. The Seller agrees to release the security given to him at his own option upon request of the Purchaser, for as far as the realisable value exceeds the relevant total claim of the Seller to be secured by 20 %.
8.4 If the Purchaser should default on his payment obligation to the Seller or if he violates one of the duties resulting out of the agreed title retention, then the entire remaining debt shall become due at once. In these cases, subject to § 107 paragraph 2 of the Insolvency Regulation, the Seller shall be entitled to demand the return of the delivery and to pick it up from the Purchaser. The Purchaser shall not have any right to possession. The Seller shall be entitled to inform the Purchaser’s customers of the assignment of the Purchaser’s demands to the Seller and to collect the demands. A possible taking back of goods will only be effected for reasons of security. It shall not be interpreted as withdrawal from the contract.
9. Returnable packaging / Pallets
9.1 For returnable packaging or loading auxiliaries provided by the Purchaser, the following conditions apply:
The returnable packing provided by the Seller (identified as such in the invoice) as well as any loading auxiliaries shall remain the inalienable property of the Seller. They must be handled with care and may not be used for any other purposes than storage of the goods delivered. The Purchaser is liable for damages resulting from non-compliance with these conditions, for as far as he cannot prove that he is not accountable for the damage. Returnable packaging and loading auxiliaries must be returned free of charge and in proper, serviceable condition immediately after emptying, addressed to the specified or agreed place for the collection of empties. The returnable packaging and the loading auxiliaries must be returned within eight weeks from the date of delivery. If the returnable packaging and/or the loading auxiliaries are not returned in due time or if they become unusable due to non-compliance with the wishes of the Seller, the Seller reserves the right to invoice them at the current price for brand-new packing material of the same type or to claim rental charges. These payments are due immediately. Crediting the account for empties shall follow the receipt of the empties, unless the Purchaser proves that he is not accountable for the delayed return or the unserviceable condition of the returnable packaging and/or loading auxiliaries.
9.2 Taking back packaging, which is not declared as returnable packaging, is subject to the regulations of the packaging ordinance in its currently valid version and, as the case may be, to supplementary agreements or regulations that have been stipulated.
10. Final provisions
10.1 If individual provisions of these delivery conditions or of this delivery transaction are or become void, then the effectiveness of the other provisions is not affected thereby. A new provision, coming closest to the – particularly commercial – purpose pursued by the void or impracticable provision shall replace the void or impracticable provision.
10.2 The place of performance for all contractual or non-contractual liabilities resulting from the delivery and place of jurisdiction for all disputes relating to the delivery transaction and/or a summary procedure relying on documentary evidence shall be exclusively Stuttgart.
10.3 The relations between the Seller and the Purchaser are solely underlying the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the international sale of goods is excluded.
© 2019 Ledertech Deutschland GmbH
Kirchheimer Strasse 7
Tel +49 (0)7362-92282-0