Terms and conditions of Walther Faltsysteme GmbH
By using this Site you agree to the Terms and Conditions.
§ 1 Scope
1. These conditions of sale apply exclusively to companies, legal entities under public law or public special fund within the meaning of § 310 paragraph 1 BGB . Opposing or deviating from our sales conditions of the buyer are only accepted if we expressly agree in writing to the application.
2. These Conditions of Sale also apply to all future transactions with the customer if it is related legal transactions.
3. Contractual amendments, modifications or Oral agreements and the effectiveness of our written confirmation.
§ 2 Offers, prices
1. Unless otherwise agreed in writing, our prices are ex works or ex warehouse (excluding packaging and) are exclusive of VAT at the applicable rate. (Packaging costs are invoiced separately.)
2. By order of the customer, a binding contract only when we confirm it in writing within two weeks or her honor by delivering the goods.
3. The prices are valid from the day the contract is concluded at four months. If a delivery period of more than four months, we shall be entitled, in the meantime for the procurement, manufacture, delivery , etc. incurred cost increases, including related through legislative change (eg, increase in VAT) to pass through price increases to a corresponding extent, to the Purchaser.
4. The packaging will be charged at cost and shall not be withdrawn.
§ 3 Delivery
1. If delivery times are measured in days, business days are meant. Partial deliveries are permitted and in reasonable and appropriate scope.
2. If we are not supplied in time through which we are not the circumstances of our suppliers, although we have timely completed a satisfactory covering business, so we do not get delayed in delivery. If a delivery of suppliers with whom we have timely completed a satisfactory covering business, even after three months after the upstream supplier was contractually obligated to deliver, it has not done, both the buyer and we are entitled to withdraw.
3. If any malfunctions that affect the production and/or transport of the delivered goods proven to dating delivery times extend to a reasonable extent . Malfunctions are all unforeseeable, extraordinary obstacles that we can not avoid despite reasonable based on the circumstances of each case care - regardless of whether they affect us or our suppliers - in particular interference by public authority , labor disputes, general commodities and energy shortages, war, riot, terrorist attacks, major fire, water-and machine damage.
4. If the above malfunction delivery impossible, we shall be released from the obligation to deliver, without the purchaser may claim damages. Both parties are obliged to inform the other part fault of the type mentioned above immediately.
5. Incurred by the customer due to a debt default by us demonstrably damaged, the customer is entitled to demand compensation for the delay. This is for every full week of delay, 0.5 100, but will not exceed 5 100 from the value of that part of the total delivery that can be used according to the contract due to the delay or no. Any further compensation for delay damages is excluded. For merchants, we are liable at most for the damage that can be expected in case of delay in delivery in the ordinary course of things, however, subject to proof that a default damage has not occurred at or below what would be expected according to the usual course of things, has failed. Further compensation claims exist only if the delay is due to intent or gross negligence.
§ 4 Delivery and Transfer of Risk
1. Shipping is for the account and risk of the purchaser.
2. By handing over the goods to the carrier, the risk passes to the purchaser.
3. If the shipment is not required, this is available in our sole discretion.
4. In case of default, we are entitled to send subsequent deliveries at the expense of the buyer including cash on delivery.
5. We are entitled but not obliged, to insure deliveries in the name and for the account of the purchaser.
§ 5 Payment
1. Payments must be made , unless otherwise agreed, be made within 30 days of the invoice date without deduction. New customers to paying the bill in advance.
2. In default of payment, we are entitled to charge subject to the exercise of other rights, interest at the rate of 8% above the base rate of the European Central Bank.
3. The customer has no right of retention, unless it is based on the same contractual relationship.
4. The offset can be explained only with undisputed or legally established counterclaims.
5. If the purchaser of a payment under this or any other business in default or if we become aware of circumstances which suggest a low creditworthiness of the customer, we are entitled to ask any claims arising from these and other stores due immediately and call for the release of the delivered goods for us to demand. Occurs after the conclusion of a major threat to the right to the payment due to us, so we can demand advance payments or securities within a reasonable period and refuse performance until fulfillment. In case of refusal of the buyer or period expires, we are entitled to withdraw from the contract or to claim damages for non-performance.
6. Advance payments are offset against each senior debt, even if the payment is made to certain designated goods.
§ 6 Warranty and Liability
1. The customer may only assert claims for material defects, if this fulfills his obligation according to § 377 HGB inspection and complaint properly.
2. Warranty claims shall expire 12 months after delivery of the goods supplied by us to our customer. Before returning any goods, our consent must be obtained.
3. If, despite all due care, the delivered goods have a defect that already existed at the time of transfer of risk, we will ship the goods, subject to timely notice under our choice or replacement goods (subsequent performance). It is always giving us the opportunity to rectify within a reasonable time. If the remedy is impossible or is refused seriously or permanently, or it is not done in a reasonable period of time or are further improvements after a failure of the first rectification not reasonable, the customer - without prejudice to any claims for damages - from withdraw from the contract or reduce the remuneration. Excluded from the warranty are parts subject to natural wear and tear. At our option, the Purchaser shall make available in case of warranty the defective parts at our factory or sent by us technicians to repair.
4. Claims for damages, in particular to compensation for damages that are not caused to the goods, shall be excluded. This disclaimer does not apply in cases of intent or gross negligence by us or our officers or agents and culpable violation of essential contractual obligations. In case of culpable violation of essential contractual obligations - except in cases of willful intent or gross negligence on our part or our officers - as well as in cases of gross negligence of our agents, we are only liable for the typical, reasonably foreseeable.
5. Low, commercial or technically unavoidable deviations of color, shape, quality of the description of the object of delivery or of patterns are not considered a defect. If it appears that a complaint to be unjustified, the buyer has to bear the costs incurred by us as a result.
6. The warranty is void if the customer or a third party undertakes without our written permission changes or repairs in our products, further, if the customer does not immediately take appropriate measures to ensure that we correct the deficiency and thus mitigated the damage and is not larger.
§ 7 Retention of title
1. We retain title to the delivered goods until full payment of all claims from the contract. This also applies to all future deliveries, even if we do not always refer to this. We are entitled to take back the goods if the customer breaches the contract.
2. The purchaser is obliged, as long as the property has not been transferred to him to treat the goods with care. If maintenance and inspection works are carried out, the purchaser shall execute them at his own expense. As long as the property has not been transferred, the purchaser must notify us immediately in writing if the delivered goods are seized or other interventions by third parties to us. If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for any loss incurred by us.
3. The purchaser is entitled to resell the reserved goods in the ordinary course of business. The claims of the buyer from the resale of the reserved goods shall be the purchaser already now to us in the amount of the agreed final invoice amount ( including VAT). This assignment shall apply regardless of whether the goods have been resold without or after processing. The Purchaser shall remain entitled even after the assignment to collect the debt. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the collected proceeds, is not in default of payment and in particular no application is filed for the commencement of insolvency proceedings or payments.
4. The handling and processing or transformation of the goods by the customer shall always name and on our behalf. In this case, the expectant right of the purchaser continues to the goods at the transformed object. If the purchased goods are processed with other objects not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our goods to the other processed items at the time of processing. The same applies to the case of mixing. If the mixing is done in such a way that the object of the customer is regarded as the main thing is agreed that the customer shall transfer proportionate co-ownership and hold the sole ownership or co-ownership for us. To secure our claims against the Customer, the Customer shall also assign such claims to us on it by the combination of the reserved goods with a property against a third party; We accept this assignment already at.
5. We undertake to release the securities due to us at the request of the customer, insofar as their value exceeds the secured claims by more than 20%.
§ 8 Special
If we produce a product for patterns, models, drawings or other information of a customer, we are not liable for errors that result from the documents submitted by the customer. This applies particularly to the function of goods that are manufactured to a design of the customer. If the ordering of the provision of all necessary documentation (samples, models etc.) in default, any agreed delivery shall be extended accordingly for us. The purchaser assumes the responsibility to ensure that rights of third parties are not infringed by the manufacture and sale of these goods. For all damage caused to us from the assertion of such rights, the customer shall indemnify us.
§ 9 Place of Performance , Applicable Law, Jurisdiction , Severability Clause
1. Place of performance and exclusive place of jurisdiction for all disputes arising from this contract is Kevelaer.
2. This Agreement and the legal relations of the parties are subject to the laws of the Federal Republic of Germany under exclusion of the UN Sales Convention (CISG).
3. If any provision of this contract be or become invalid or contain a gap, the other provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally valid provision which most closely approximates the economic purpose of the ineffective provision, or fills this gap.
§ 10 Data Storage
The purchaser is aware that his data will be stored and processed in the context of the business.
www.boxline.de - A service mark of WALTHER GmbH Faltsysteme
Kevelaer, April 2013
Tel.: +49 2832-9723-45
Fax: +49 2832-9723-55
Copyright © April 2013
Last Modified: April 2014