1. Offers and Contracts
All offers must be in written form to
be binding. Prices and quantities are subject to change. All orders
must be confirmed in writing to be binding. This is also valid for
changes to offers and orders.
Our standard terms and conditions
of delivery and payment have priority over the standard terms and
conditions of the contracting party and remain valid for the contractual
relationship. Deviation from our standard terms and conditions are only
valid when they have been accepted by us and must be specially
certified separately.
The standard business terms and conditions
of the contracting party are not binding when our standard business
terms and conditions are contradicted and/or legal regulations are
changed to our disadvantage. Our standard terms of delivery and payment
also exclusively apply prior to contractual agreement. German law
applies.
2. Delivery
Orders will be serviced as
quickly and correctly as possible. Specified delivery appointments are
considered approximate. Specified delivery appointments are not to be
considered as binding even if a calendar date is specified.
The
customer shall have a right to rescission only when, after delay in
delivery date, a deadline, set through a registered letter, is not
complied with. Special circumstances must be taken in to consideration.
Delay
resulting from delayed delivery of material from our supplier or other
third party services does not authorize rescission from the contract,
but does extend the delivery date appropriately. Damage claims due to
delayed delivery will not be tendered.
3. Price
All
prices are considered ex warehouse. Packaging at cost price will be
invoiced. We are authorized to pass on increasing expenses even after
contract completion.
4. Shipping
Transport of goods
occurs on account and at risk of the contracting party. We are
responsible for form of packaging. If the customer wishes to implement
transport insurance this must be registered, in writing, at least one
week prior to delivery date.
5. Payment
The date of
delivery is also the invoice date. Payments shall be due and payable
within 10 days, with 2% discount, or within 30 days net. If the customer
fails to settle a receivable, in whole or in part, on the agreed due
date is the customer in default and liable and bound to payment of 4.5%
interest on the payable amount without proof of debt.
Bank
drafts will only be accepted when no subsequent costs are accrued and no
discount is included. Bank drafts may not be rescinded prior to or
subsequent to the due date. A revocation application is considered as
not announced. Discounts will only be honored if no older outstanding
invoice exists. Payments will be balanced against the oldest outstanding
invoice.
The customer may not set off, exercise a right of
retention or right to refuse services unless his counterclaims are
undisputed or recognized by a final and binding judgment. If we become
aware of circumstances, after the order confirmation, that justify
doubts about the customer’s creditworthiness we are justified to request
payment in advance or cancellation of the contract should no surety
have been provided.
Should a contract partner fall in arrears we
are authorized to cancel further deliveries, unless surety has been
provided, and to demand the return of our property without affecting any
other claims.
6. Retention of Title
The delivered
goods shall remain the property of GAWOL until the complete payment of
the receivables under the business relationship, including present and
future ancillary claims, has been made. Under this circumstance the
goods may not be transferred or used as security.
Third party
access to the goods held subject to retention of title shall be
registered with us per telephone without undue delay. As long as our
ownership of goods held subject to retention of title exists, all
processing is considered in our name. If goods held subject to retention
of title have been processed to form a new movable item GAWOL shall
acquire co-ownership of the new item in the proportion of the invoice
values of its goods held subject to retention of title to the total
value. The customer is entitled to further disposal of goods held
subject to retention of title.
Claims and all securities
resulting from the disposal of goods held subject to retention of title
become our property and are deemed as transferred to us. The same is
valid in so far as the goods held subject to retention of title are
disposed of by law. Should disposal of goods occur after processing, the
transfer is calculated in the proportion of the invoice values of its
goods held subject to retention of title to the total value.
A separate agreement is not necessary for individual cases. If payment is cancelled the goods can no longer be disposed of.
7. Liability
Reclamations
are considered as raised when, in accordance with §377 HGB, they are
filed without undue delay, and in a separate notification. Minor
deviations in quality, quantity and model are not grounds for
reclamation.
Insufficiencies or excesses of up to 10% are
considered acceptable. We can only be held responsible for damages
caused due to our inefficiency. Unsatisfactory material delivered by our
suppliers entitles the contract partner to raise complaint only if the
damage is apparent or is also to be recognized by a non-professional.
Warranty
claims are, without affecting claims for repair, limited to the
delivery of proper goods or reduction of invoice according to our
choice. Claims for damages will not be tendered regardless of legal
justification.
8. Available Goods
The price for
goods held in reserve shall be due a maximum of 6 months after the order
is accepted. After a period of 6 months we are authorized to ship to
the customer, at his cost, or put to external storage the goods which is
reserved and not called up. Should the goods remain in our facilities
we are entitled to invoice adequate storage costs.
Reclamations
concerning reserved goods which have been stored for more than 3 months
will not be tendered. Storage of reserved goods is at the risk of the
customer.
9. Patterns, designs and copyrights
Should
the contract partner undertake delivery or service which is detrimental
to the rights of a third party so is the contract partner obligated to
confirm our exemption from liabilities and to provide securities.
The
patterns, designs and documents which we have made available are our
creative property and cannot be transferred to, or made available to, a
third party. They may not be imitated or copied. Lithographs, prints and
embossing plates, tools etc. remain our property even if the special
design has already been invoiced. Use and disposition of same remain
solely with us.
The cost of patterns, designs and sketches will
be invoiced if they have not been returned within 2 months after
receipt. This invoice does not authorize imitation or use of the goods.
10. Reservation
Acts of God, strikes and all
circumstances, with us or with our suppliers which reduce or impair
production and delivery for which we are not responsible, release us
from delivery responsibility. Damage claims arising from non-delivery
will not be tendered
11. Forum for any and all legal disputes is Baden-Baden.