General Terms and Conditions

(subject to change)

1 Validity

  1. If you are an entrepreneur, these GTC govern our legal relations with customers. Our General Terms and Conditions apply exclusively in legal transactions.
  2. The following terms of sale and delivery apply to all our contracts, deliveries and other services, unless these are changed or excluded with our express written consent. They shall also apply if we perform the delivery/service without reservation in the knowledge of deviating conditions of our customer.
  3. General terms and conditions of our contractual partners only apply if they are confirmed by us in writing. Deviating and supplementary conditions of our contractual partners are not binding for us, even if the customer objects or only wishes to deliver on his own terms.
  4. Our terms and conditions shall also apply to all future contracts, deliveries and services. They also apply if their text is not sent to our contractual partner again with our offer or our order confirmation.

 

2 Offer and conclusion

  1. Our offers are non-binding and without obligation. Quantities and weights may vary slightly. We reserve the right of prior sale.
  2. Contracts and other agreements only become binding by our written confirmation or confirmation by e-mail or by our delivery/service.
  3. All agreements between our customers and us must be made in writing when the contract is concluded. Agreements made between our employees or representatives and our customer when the contract is concluded require our written confirmation to be valid. This also applies to subsequent agreements. The power of representation of our employees and representatives is limited in this respect.

 

3 Prices, price increases and terms of payment

  1. Our prices are exclusive of the applicable statutory value-added tax, which we always charge at the rate applicable on the day of delivery or service.
  2. If, in the case of orders, our purchase prices increase between conclusion of the contract and execution of the order, which are to be fulfilled later than four months after conclusion of the contract or can only be fulfilled later than four months after conclusion of the contract for reasons attributable to our customers, this entitles us to demand a proportionate share of the agreed price in proportion to the percentage of the purchase price concerned and a correspondingly higher price. In the case of continuing obligations, this right also exists if there is a shorter period between conclusion of the contract and performance than the four-month period.
  3. To secure our services, our customers are insured under a trade credit insurance policy. If the customer is rejected by the insurer, the sales price must be paid in advance. In such a case, the delivery date shall be deemed to be the date of receipt of payment by us. For foreign customers we reserve the right to pay for the goods by letter of credit.
  4. Our invoices are due immediately upon receipt of our deliveries and services without deduction, unless otherwise agreed in writing.
  5. If our customer does not object in writing within 14 days after receipt of the invoice, our invoices shall be deemed accepted.
  6. From the due date of payment we are entitled to interest in the amount of 8 % above the respective base interest rate without further reminder. Further claims remain unaffected.
  7. Offsetting against counterclaims that are disputed by us and have not become res judicata is not permitted. The assertion of a right of retention due to claims which are not based on the same contractual relationship is excluded if these claims have not been acknowledged by us or have not been legally established.

 

4 Deterioration of the contractual partner’s assets

  1. If it becomes known only after conclusion of the contract that one of the events described below already occurred when the contract was concluded, we can demand advance payment by our customer in the amount of the agreed price. This applies to the following events: Insolvency or composition proceedings are opened in or out of court against the assets of our contractual partner or the opening of such proceedings is rejected for lack of assets or a written credit report from a bank or credit agency is available which shows the credit unworthiness of our contractual partner.
  2. If our contractual partner does not comply with our justified request for advance payment within a reasonable period of grace set by us, although we have declared that we will refuse to accept further services after expiry of this period, this shall entitle us to withdraw from the contract or to claim damages instead of performance, but only with regard to the part of the contract not yet performed by us.

 

5 Shipment, transfer of risk and insurance

  1. The risk shall pass to our customer as soon as he takes delivery of the goods (e.g. handover to the customer’s carrier or handover to the supplier’s freight forwarder’s customer).
    Deliveries are made at our discretion by forwarding agent, our own truck or by rail, in suitable packaging materials of our choice.
  2. Only at the request and expense of our contractual partner do we insure the delivery item against any risk desired and insurable by our contractual partner, in particular against theft and transport damage.
  3. We must be notified immediately of any damage caused during transport. On delivery, the consignee must ensure that the corresponding claims and reservations against the carrier are notified in good time.
  4. If dispatch is delayed at the request of our contractual partner or for reasons for which our contractual partner is responsible, the goods shall be stored at the expense and risk of our contractual partner. In this case, the risk passes to our customer with our notification of readiness for dispatch.
  5. We are entitled to partial performance.

 

6 Delivery conditions, delivery periods

  1. Delivery conditions are negotiated individually with our customers according to type and order volume. These GTC also apply.
  2. We are entitled to partial performance.
  3. Delivery periods and dates are only binding if they have been confirmed by us in writing or by e-mail.
  4. A delivery deadline or delivery date shall be deemed to have been met if the goods or, in cases in which the goods cannot or should not be dispatched, our notification of our readiness to deliver has been sent by us by the expiry of the deadline.
  5. Delivery periods shall be extended appropriately, even within a delay, in the event of force majeure and unforeseen obstacles for which we are not responsible. The above provisions shall also apply if the delaying circumstances occur at our suppliers or their sub-suppliers. If such conditional delays in delivery last longer than six weeks, our contractual partner is entitled to withdraw from the contract to the exclusion of any further claims.

 

7 Default in Acceptance

  1. If acceptance does not take place within the agreed period or on the agreed delivery date, we are free to store completed deliveries at the customer’s expense. We are entitled to grant our customer a grace period for acceptance, combined with the threat that we will refuse acceptance of the goods in the event of the fruitless expiry of this period. If the grace period expires without result, we are entitled to withdraw from the contract and demand damages instead of performance, but only with regard to the part of the contract not yet performed by us.
  2. If the customer does not make a division of the goods as incumbent on him within one month after expiry of the period agreed for the division at the latest, or, in the absence of such an agreement, within one month after our request at the latest, we may divide and deliver the goods at our discretion. In addition, we are entitled to grant our customer a grace period for division, combined with the threat that we will refuse acceptance of the goods in the event that the deadline expires without result. If the grace period then expires fruitlessly, we shall be entitled to withdraw from the contract or demand damages instead of performance, but limited to the part of the contract not performed by us, subject to termination of our delivery obligation.
  3. In the event of our default, our customer shall only be entitled to damages instead of performance if he has previously set us a reasonable period of grace of at least 4 weeks for delivery, whereby he reserves the right to grant us a reasonable period of grace of less than 4 weeks if in individual cases a period of grace of at least 4 weeks for delivery is unreasonable for him.
  4. A right of withdrawal to which the customer is entitled and a claim for damages to which the customer is entitled are basically limited to the part of the contract not yet fulfilled, unless the customer is no longer reasonably interested in the fulfilled part of the contract.
  5. Claims for damages against us due to delay or exclusion of the obligation to perform in accordance with § 275 BGB shall become statute-barred after expiry of one year from the beginning of the statutory limitation period.
  6. The customer shall reimburse us for our storage costs, warehouse rental and insurance costs for goods due for acceptance but not accepted. However, we are not obliged to insure stored goods.
  7. If delivery of the goods is delayed at the request of the customer or if he is in default of acceptance, we may charge storage costs of 0.5% of the invoice amount for each month of delay or part thereof after one month has elapsed since notification of our readiness to deliver was sent. We reserve the right to claim higher damages actually incurred.

 

8 Cancellation of orders, return of goods, compensation instead of performance

  1. If, at the request of our customer, we agree to the cancellation of an order placed or if we take back goods delivered by us for reasons for which we are not responsible and release the customer from his obligation to accept and pay or if we are entitled to claim damages instead of performance, we can demand 20% of the proportion of the contract price corresponding to the affected part of the delivery item as compensation without proof. Our customer reserves the right to prove that no or only minor damage has occurred.
  2. Our right to claim higher damages actually incurred shall remain unaffected.

 

9 Nature of Goods, Quantities Delivered

  1. Illustrations, dimensions, weights, information on colours and surface finishes and other specifications contained in catalogues, brochures, price lists, descriptions, drawings or other documents are approximate values customary in the industry. Our samples and specimens are only approximate examples of quality, dimensions and other properties. Our information on the dimensions, properties and intended use of our products serves merely as a description and does not contain any guarantee or warranty of properties.
  2. Deliveries are made after weighing the ordered quantity. We reserve the right to deviate from dimensions, weights, illustrations and quality specifications – provided that the usability of the delivered items is not significantly impaired by this. Actual delivery quantities may differ from the quantities offered. Accounting is based on the weighing slip.

 

10 Liability for defects and damages

  1. Defects must be reported to us in writing after receipt of the goods by the buyer or the place of delivery designated by him, namely
    a) due to obvious defects immediately without culpable delay
    b) due to hidden defects immediately without culpable delay after discovery of the defect. If the buyer is subject to the provisions of the German Commercial Code (HGB), only § 377 there shall apply with regard to a notice of defects.
    Defects detected by tensile, sewing, welding or filling tests or standard material testing procedures shall be deemed not to be hidden.
    Returns may only be made with our consent. In the event of timely and justified complaints, we have the right, at our discretion, to make a replacement delivery with a new delivery period or to take back the goods against a credit note or to rectify the defect. Further claims of the customer, in particular claims for rescission, reduction or damages, are excluded.
    Notification of defects is excluded if non-type goods but e.g. second choice or special items have been ordered.
  2. Our customer’s rights due to defects of the item are determined according to the statutory regulations with the proviso that our customer must grant us a reasonable period of at least 4 weeks for subsequent performance. The period for subsequent performance shall in no case begin before the time at which our customer has returned the defective goods to us, whereby we shall bear the costs of the return. If only part of the goods delivered by us is defective, our contractual partner’s right to demand cancellation of the contract or damages instead of performance shall be limited to the defective part of the delivery, unless this limitation is impossible or unreasonable for our contractual partner. Claims for damages of our contractual partner due to defects of the delivery or service are limited to the extent resulting from the following paragraph 3.
  3. Our liability for damages resulting from injury to life, body, health or freedom of our contractual partner, which are based on a culpable breach of duty, is neither excluded nor limited. We are only liable for other damages of our contractual partner if they are based on an intentional or grossly negligent breach of duty by us, one of our legal representatives or vicarious agents. If we have caused the damage through slight negligence, we shall only be liable in the event of a breach of material contractual obligations, limited to the damage typical for the contract and reasonably foreseeable. In all other respects, claims for damages by our contractual partner for breach of duty, tort or other legal grounds are excluded. The above limitations of liability shall not apply in the absence of warranted characteristics if and insofar as the purpose of the warranty was to protect the partner from damage which did not occur to the delivered goods themselves. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff and vicarious agents. The above exclusions of liability also apply in any case to consequential damages.

 

11 Retention of title

  1. Delivered goods remain our property until full payment has been received. In this respect the retention of title according to § 449 BGB applies.
  2. In case of default of payment, we reserve the right to withdraw from the contract after an unsuccessful 2nd reminder.
  3. In the event of resale by our purchaser to a third party of goods subject to retention of title delivered by us, the extended retention of title shall apply. This means that the buyer notifies the third party of the retention of title and assigns to us his purchase price claim against the third party in the amount of our claim (assignment in advance in accordance with § 398 BGB).
  4. Manufacturer and processing clause: By processing these goods, the purchaser does not acquire ownership of the goods manufactured in whole or in part; processing is carried out exclusively for us free of charge. Should the retention of title nevertheless expire due to any circumstances, the seller and the buyer hereby agree that ownership of the goods shall pass to us as the seller who accepts the transfer of ownership upon processing. The buyer remains their free custodian.
  5. Processing and mixing clause: We acquire co-ownership of the new goods when they are processed with goods still owned by third parties. The scope of this co-ownership results from the ratio of the invoice value of the goods delivered by us to the invoice value of the remaining goods.

 

12 Confidentiality, ownership of documents

  1. Illustrations, drawings, calculations, samples and models remain our property. Our customer undertakes not to make such items accessible to third parties in any form without our express consent. In the event of culpable violations of the aforementioned obligations, our customer promises to reimburse us a contractual penalty of EUR 10,000.00 in each individual case. This shall not affect our right to claim compensation for damage actually incurred in excess of the contractual penalty.
  2. The business partners mutually undertake to treat all commercial and technical details arising from the cooperation as their own business secrets and to maintain absolute silence towards third parties. For each case of culpable violation of the aforementioned obligations, the contracting parties promise themselves a contractual penalty in the amount of EUR 10,000.00 in individual cases. The right to claim compensation for damage actually incurred in excess of the contractual penalty shall remain unaffected.

 

13 Industrial property rights

  1. If the goods are to be manufactured according to drawings, samples or other information provided by the contractual partner, the contractual partner is responsible for ensuring that any rights of third parties, in particular patents, utility models, other industrial property rights and copyrights are not infringed by this. The customer shall indemnify us against claims by third parties arising from any infringement of such rights. In addition, our contractual partner shall bear all costs incurred by us as a result of third parties asserting the infringement of such rights and we shall defend ourselves against this. The same applies to the use of samples, drafts, artwork etc. created by us or provided by our customer.
  2. Should results, solutions or techniques arise in the course of our development work which are patentable in any way, we are the sole owners of the resulting property rights, copyrights and rights of use, and we reserve the right to file the corresponding property right applications in our own name and in our own name.

 

14 Assignment

  1. We are unrestrictedly entitled to assign the claims against our customers to third parties.
  2. Our customer is only entitled to assign claims against us of any kind with our written consent.

 

15 Place of performance, place of jurisdiction, applicable law

  1. The place of performance and exclusive place of jurisdiction for deliveries, services and payments, including actions on cheques and bills of exchange, as well as all disputes arising between the parties shall be Gera at our discretion, however, we shall also have the right to bring our customer to another court of jurisdiction for him in accordance with §§ 12 ff. of the German Civil Code. ZPO (German Code of Civil Procedure).
  2. The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany to the exclusion of international sales law, in particular the UN Sales Convention and other international agreements on the standardization of sales law.

 

REPOLY
Global Solutions GmbH
Schoßbachstraße 24
D-07552 Gera