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General Terms and conditions of Sales

1. Exclusive Application and Recognition of our Terms and Conditions of
Business

1.1 All our offers are based on our Terms and Conditions of Business. We take
purchase orders exclusively on these Terms and Conditions of Business. We
reject application of any terms and conditions of business of our contractual
partners.

1.2 By placing an order or accepting deliveries, the orderer recognises that our
Terms and Conditions of Business apply, not only to the transaction, but also
to all future transactions.

2. Offers - Collateral Agreements - Content of the Contract

2.1 Our offers are subject to change without notice, in the sense that a contract
is formed only upon our acceptance of the purchase order.

2.2 Collateral agreements relating to our offers and order acknowledgements
shall only be valid with our written confirmation.

2.3 If a contract involving continual dispatch is concluded, delivery call-offs and the corresponding type classification shall be approximately the same for eachmonthly quantity. If the Orderer does not call off or classify in due time, weshall, after having set a grace period to no avail, be entitled to classify ourselvesand deliver the goods or, at our choice, rescind the part of the contract whichis still outstanding or demand compensatory damages due to non-performance.

2.4 Subject to compliance with the relevant statutory regulations, we shall beentitled to process all data protected by law relating to the Orderer.

3. Nature, Condition and Quality of the Goods

3.1 Illustrations, drawings, dimensions and weights contained in catalogues, pricelists or other printed material constitute approximate data. We reserve theright to make deviations, in respect of design or material, which are technicallyessential or are absolutely necessary for the styling, in so far as such alterationsare reasonable for the orderer, taking account of the intended purpose of thegoods.

3.2 We reserve the right to over-deliver or under-deliver by up to 10 %.

3.3 Works and acceptance certificates shall only be provided on request and onlyagainst payment of a fee.

4. Reservation as to Rescission

4.1 We shall have the right to rescind the contract, if performance of the contractmeets with technical difficulties which cannot be overcome or which can onlybe overcome at a disproportionately high cost compared to the value of theitems to be delivered, or if we become aware of circumstances which makethe orderer's credit-worthiness appear doubtful.

4.2 Equally, events of force majeure shall entitle us to rescind the contract. Strike,lockout and similar circumstances shall be deemed equivalent to force majeure.

5. Prices

5.1 Our prices are understood to be for delivery ex works, excluding value-addedtax, packaging, customs duties, any incidental import levies and insurance.

5.2 We reserve the right to impose a subsequent charge in the event that alloysurcharges change between conclusion of the contract and delivery.

5.3 The minimum order value is 100.00 (€) net in the case of purchase of fullpackaging units.

6. Period for Delivery

6.1 Periods for delivery are deemed agreed upon on an approximate basis only.If delivery is delayed due to circumstances beyond our personal sphere ofinfluence, particularly due to force majeure, official intervention, measuresrelating to a labour dispute, difficulties in procuring material, disruptions inproduction, special requests on the part of the orderer or the like, the period for delivery shall be extended by the duration of the hindrance. This shall alsoapply to delays arising because, through no fault of our own, we ourselvesare not supplied correctly or are not supplied in due time. A hindrance exceedinga six-week period and whose end is not foreseeable shall entitle the ordererand ourselves to rescind the contract, in so far as we are unable to perform the contract due to the hindrance.

6.2 The orderer may not derive against us any damage claims whatsoever fromoverrunning of a period for delivery or from default in delivery, unless failureto meet the period for delivery is due to intent or gross negligence on the partof our management or any of our employees.

7. Liability for Defects

7.1 In no case shall we assume warranty that the goods ordered are suitable forthe purpose envisaged by the orderer or that they can be used or processedunder the conditions prevailing at the orderer or at its customer. Rather, itshall be a matter for the Orderer to try this out prior to use or processing. Weshall not be liable for faults ensuing from the documents (drawings, samplesand the like) submitted by the orderer.

7.2 Any and all defect-related complaints must be lodged in writing. Defects inpart of the goods delivered shall not entitle the orderer to complain about thedelivery as a whole. We shall deliver replacement goods free from faults, inso far as a notification of defects has been properly made and is justified. Theorderer shall, at our request and at our expense, return the goods complainedabout. In this case, the orderer shall only be entitled to delivery of a replacementupon receipt of the return consignment at our premises. In lieu of delivery ofreplacement goods, we may alternatively choose rectification of the defectivegoods, cancellation of the contract in respect of the defective goods or reductionof the purchase price. The orderer may set us in writing a ten-day period forexercising this right to choose, which shall begin to run no earlier than uponarrival of the defective goods at our premises. If we do not exercise our rightto choose within this period, this right shall pass to the orderer.

7.3 We shall only be liable for possible damages in the event of intent or grossnegligence on the part of an employee or on the part of an assistant withemployee or independent contractor status for the purposes of vicarious liabilityin contract. Compensation for damage shall, also in those cases, be limitedto foreseeable damage which is typical for the contact. We shall not be liablefor damage caused to legally protected interests of the orderer by the itemdelivered. Excluded from the foregoing is liability for damage arising frominjury to life, body or health due to a negligent breach of duty on the part ofourselves, on the part of one of our representatives or on the part of one ofour assistants with employee or independent contractor status for the purposesof vicarious liability in contract.

7.4 The limitation period for claims and rights on account of any defects is 1 year,regardless of the legal basis. This shall not apply in the cases defined insection 438 (1) no. 1 of the German Civil Code [BGB], section 438 (1) no. 2of the German Civil Code, section 479 (1) of the German Civil Code or section634a (1) no. 2 of the German Civil Code. A 3-year limitation period shall apply the reto.
The aforestated limitation periods shall not apply in cases of intent. Nor shallthey apply in cases of fraudulent concealment of a defect. The limitationperiods shall also be inapplicable in cases of injury to life or limb or to healthor freedom, in the case of claims under the Product Liability Act[Produkthaftungsgesetz] and in cases of grossly negligent breach of duty orbreach of material contractual duties.

8. Liability for Product Risks and Culpa in Contrahendo

8.1 If damage arises from a risk inherent in the goods delivered, if this risk maybe due to a defect in the goods or may be associated with their contractuallyagreed condition, or if damage arises as a result of failure to give warning ofthis risk or sufficient warning of this risk, the injured party may not assertagainst us any damage claim accruing to him from this, unless our managementor one of our employees caused the damage by intent or gross negligence.Excluded from the foregoing is liability for damage arising from injury to life,body or health due to a negligent breach of duty on the part of ourselves, onthe part of one of our representatives or on the part of one of our assistantswith employee or independent contractor status for the purposes of vicariousliability in contract.

8.2 We shall only be liable for consequences of culpa in contrahendo, particularlyfor consequences of insufficient or incorrect advice given to the orderer, ifthose consequences are due to intent or gross negligence on the part of ourmanagement or one of our employees.

9. Invoices - Payment

9.1 We shall issue an invoice once the goods ordered are ready for dispatch orcollection. Delays in dispatch of the goods, or in collection of the goods, forwhich we are responsible shall not cause the due date of the invoice to bedeferred.

9.2 Our invoices shall be due and payable, without any deduction, immediatelyfrom the invoice date and shall be settled in euros (€).

9.3 Subject to a reminder, the orderer shall enter into default 30 days after receiptof an invoice at the latest. From commencement of default, whether as a resultof a reminder or as a result of the 30-day time limit described above, we shallcharge interest at the rate of 8 percentage points above the base interest rate.The right to assert a higher claim to compensation for default-related damageremains reserved.

9.4 If circumstances which make the orderer's credit-worthiness appear doubtfulbecome known to us after conclusion of the contract, we may, at our choice,demand advance payment or provision of security. The same shall apply, ifthe orderer fails to meet, when due, a duty to make payment to us. If any ofthose cases arises, our entire receivables against the orderer, also from othertransactions, shall become immediately due at the same time.

9.5 In so far as we accept cheques or bills of exchange, this shall always occuron account of payment, but not in lieu of performance.

9.6 The orderer shall not be entitled to set off in relation to our payment claimsor exercise a right of retention in respect of due amounts. This does not applyto set-off with receivables which are undisputed or have been determined bya valid and non-appealable court judgement nor to exercise of a right ofretention until such receivables are satisfied.

10. Reservation of Title

10.1 The goods delivered by us shall remain our property until full settlement of allour receivables arising from the business relationship with the orderer, evenin so far as our receivables have been included in a running account.

10.2 In cases where the goods delivered by us are combined and/or mixed, everyacquisition of title by the orderer is excluded. Re-working or processing shallbe effected on our behalf in such a manner that we are to be regarded as themanufacturer. If the goods delivered by us are processed with goods of adifferent origin which are likewise subject to extended reservation of title whichincludes processing, we shall acquire joint title to the new item in the ratio ofthe invoiced value of our goods in relation to the value of the other goods atthe time of processing. The property created for us as a result of re-workingor processing, combining or mixing shall, in legal terms, be treated in the sameway as the original goods.

10.3 All the orderer's receivables arising from reselling of goods to which we holdtitle or joint title shall, up to the sum of the invoiced value, already pass to usat the time of conclusion of the purchase contract, regardless of whether thegoods are sold without having been re-worked, processed, combined or mixedor after having been re-worked, processed, combined or mixed and regardlessof whether they are sold to one customer or to several customers.

10.4 At our request, the orderer shall give the debtors of the assigned receivablesnotification of the assignment, make known the debtors and the amountsowed by them and hand over to us the documents which we require forasserting the receivables assigned.

10.5 Goods owned or partly owned by us may be sold, re-worked or processed orbe combined with goods of a different origin only in the normal course ofbusiness.

10.6 If the orderer wholly or partly defaults on performing an obligation secured byreservation of title, or if circumstances which make our rights appear jeopardisedbecome known to us, we may demand surrender of the goods delivered byus, without having declared rescission from the purchase contract beforehandin accordance with section 440 of the German Civil Code [BGB] and withouthaving set a time limit for performance of the payment obligation beforehandin accordance with section 323 of the German Civil Code. Neither thecontinuance of the purchase contract nor the orderer's obligations shall beaffected by such a demand or by surrender of the goods.

10.7 The reservation of title is subject to the condition subsequent that, upon fullpayment of all our receivables arising from the business relationship, title tothe goods under reservation of title shall automatically pass to the ordererand the assigned receivables shall accrue to him. At the orderer's request,we shall release, at our choice, security interests (goods and receivables) towhich we are entitled under the above rules, in so far as their value exceedsby more than 20 % the claims to be secured.

11. Place of Performance - Place of Jurisdiction - Applicable Law

11.1 The place of performance for delivery is the respective place of dispatch ofthe goods. The place of performance for payment is Wuppertal. The exclusiveplace of jurisdiction for all disputes concerning or arising from the contract,including proceedings relating to a bill of exchange or cheque, is Wuppertal.However, we shall have the right to also bring an action against the ordererat any other place of jurisdiction applicable to him.

12. Ineffectiveness of Individual Stipulations

12.1 If individual stipulations in these Terms and Conditions of Business are orbecome ineffective, for whatever reason, the validity of the other stipulationsshall remain unaffected by this.

Wagener & Simon, WASI GmbH & Co. KG