General terms and conditions of Seika Germany GmbH
§1 Validity of conditions
- The following terms and conditions are basis for all supply contracts, services and offers of the vendor. In commercial dealings, the general terms and conditions apply also for all future business relations, even if they are not expressly agreed again.
- Deviating Terms of contractor will only be part of the contract if these have been prior approved in writing.
The offers of the vendor are – also with regard to price – non-binding.
- Unless otherwise stated, the vendor shall keep to the prices contained in the offer for 30 days from the date of the offer. The prices stated in the vendor’s order confirmation plus the respective legal VAT amount are relevant.
- Packing, postage, freight costs, other shipping costs, insurances and customs duty are not included in the offers and will be invoiced separately.
- As far between contract and the agreed and / or actual delivery date are more than six months, the valid prices of the vendor at the time of delivery shall apply.
- If the seller is in delay of delivery, the purchaser may, after setting a reasonable grace period according to the following conditions, withdraw from the contract provisions or demand for compensation for damages due to not fulfillment.
- When the buyer requests contract changes that affect the agreed delivery period, these agreed delivery period shall be reasonably extended.
- The vendor is not responsible for delivery and service delays due to force majeure and lawful labour dispute. They entitle the seller, to extend the delivery time the duration of the obstruction.
§5 Shipping and transfer of risk
- Shipping is at the risk of the purchaser. The risk passes to the purchaser as soon as the consignment has been handed over to the person performing the transport or has left the vendors factory in order to dispatch.
- The vendor is entitled, but not obliged, to insure deliveries in the name and for invoice of the buyer.
§6 Warranty and liability
- Incomplete delivery or obvious defects must be notified immediately, but no later than within seven days after delivery, hidden defects must be notified immediately after their discovery. Any violation of the foregoing obligations excludes any warranty claims against the vendor.
- The warranty period begins on the date of delivery and is six months except for the following determination.
- In all cases of justified and timely complaints of his supplies to the buyer, the vendor must repair or provide replacement on his choice to the exclusion of other warranty claims.
The purchaser retains the right in case of failure of three attempts at repair or failure of replacement delivery at his discretion to reduce the remuneration or cancel the contract.
- If the buyer, after failing three attempts at rectification, makes no use of his right to cancel the contract or reduce the remuneration in a reasonable time, the seller may in turn withdraw from the contract.
- Claims for damages from impossibility of performance, for non-performance, from positive demand injury, from negligence in contracting and unlawful acts are excluded both against the vendor as well as against its vicarious agents, insofar as the damage was not caused intentionally or through gross negligence.
§7 Reservation of ownership
- Until fulfillment of all claims which the vendor has from any legal ground against the buyer now or in the future, the vendor retains ownership of the goods delivered (reserved goods).
- The buyer is not allowed to make use of the reserved goods without consent of the vendor. If the buyer sells the delivered goods in commercial dealings with consent of the vendor, he cedes the resulting claims against his customers to the vendor, with all ancillary rights to secure the claims of the vendor up to the amount of the value of the goods. The vendor accepts the assignment.
- If third parties access the reserved goods, the purchaser must refer to the property from the vendor and inform him immediately.
- At contract violating behavior of the buyer – in particular default in payment – the seller is entitled to take back the reserved goods at his own expense. In case of withdrawal as well as the seizure of the goods by the vendor, it is not a withdrawal from the contract, unless the consumer credit law applies.
- The seller’s invoices are payable immediately upon receipt. The vendor expressly reserves the the right to reject checks or bills of exchange. Acceptance is always only as payment. Discount and bill charges shall be borne by the buyer and are due immediately.
- Offsetting with counter-claims against the vendors’s invoices is only permitted if these counterclaims have been undisputed or legally binding. The enforcement of retention against the vendor is excluded in commercial dealings.
If the buyer has deceived the vendor about its creditworthiness when placing the order, or missing this for the vendor has not seen the credit, the vendor is entitled to rescind the agreement without prior notice. In such circumstances after placing the order, the vendo is required to do further activities only after a reasonable down payment.
§10 Place of fulfillment
Place of fulfillment for all performances from this contract in commercial dealings for both parties is Düsseldorf.
Jurisdiction for all disputes arising from legal relations for commercial dealings between the vendor and the buyer is Düsseldorf.
§12 Applicable law
For all legal relations between the seller and the buyer only the law of the Federal Republic of Germany applies.
§13 Final provisions
- Insofar as these terms and conditions do not contain any deviating regulations, the statutory provisions apply.
- If any provision of these terms is invalid or in individual cases not applicable, e.g. the absence of the merchant status, all other provisions shall remain unaffected.