GENERAL TERMS AND CONDITIONS

Valid as of: 02. 01. 2015

Article 1 Scope of Validity

(1) These General Terms & Conditions apply exclusively and also for all future business transactions with the purchaser. We do not recognise any terms or conditions of the purchaser that contradict or deviate from our sales conditions unless we expressly agree to their validity in writing. Our conditions also apply if we supply goods to our customers without reservation and are aware of conditions of the purchaser that contradict or deviate from our conditions.
(2) Our sales conditions only apply towards commercial enterprises as defined in Article 14 of the German Civil Code (BGB).

Article 2 Quotation and contract conclusion

(1) Our quotations are always non-binding if nothing to the contrary is stated in the order confirmation.
(2) If our sales personnel make any verbal agreements or give assurances that go beyond the conditions contained in a written order or our order confirmation, these are only valid when we have confirmed these in writing.
(3) Purchasing on trial or approval (Article 454 BGB) is excluded without exception.
(4) We cannot be held liable in the event of obvious mistakes on our part such as typographical, printing and calculation errors occurring when a quotation is compiled. The specifications in the documents belonging to the order such as illustrations, drawings, weight and dimension specifications, especially concerning the performance and usability of the supplied products, are only regarded as guaranteed characteristics in the sense of Article 443 BGB if these also declared expressly in writing.

Article 3 Delivery time, delays, impossibility, part supplies

(1) The agreed delivery times and dates are not regarded as fixed data transactions unless we have agreed to these in writing.
(2) Our supply obligations are subject to proviso of complete and timely receipt of goods from our suppliers unless we are responsible for non-supply or delivery delays.
(3) Circumstances for which we cannot be held responsible, all cases of force majeure (especially strikes, lockouts, lack of raw materials or energy as well as operational faults) as well as disruptions or restrictions of one or more of our suppliers relieve us of our supply obligations for the duration of the disruptions and to the scope of their effects.  In such cases we are obliged to inform the purchaser immediately in writing when it becomes foreseeable that the agreed delivery time cannot be met. The purchaser is entitled to withdraw from the contract if, after being requested by the purchaser, we do not declare that we intend to effect delivery within a reasonable period of time.  In such cases, claims for damages due to delay or non-fulfilment are excluded.  For orders comprising several individual consignments, the non-delivery, faulty or late fulfilment of one consignment does not affect the other consignments of the order.  If we are unable to supply the full quantities ordered due to supply difficulties as described above, we are entitled to reduce the quantities of the supplied goods without entering into an obligation to subsequent deliveries.
(4) Partial deliveries are permissible to a reasonable degree.

Article 4 Shipping, transfer of risk

(1) We are entitled to specify the shipping method and means unless other agreements have been made, especially if commercial terms (INCOTERMS 2010), have been agreed.
(2) When the goods have been transferred to the forwarding agency, carrier or collector, however at the latest when the goods leave our warehouse or the manufacturing plant, the risk of accidental loss or deterioration of the goods shall be transferred to the purchaser unless otherwise agreed, especially if commercial terms (INCOTERMS 2010) have been agreed.
(3) Goods reported as ready for dispatch on the agreed date must be collected by the purchaser immediately.  If shipping is delayed at the request or due to the fault of the purchaser, or if the purchaser violates his other obligations, we are entitled to demand compensation for any damages we incur, including any extra expenses.  In the event of a delay in acceptance due to the fault of the purchaser, irrespective of further claims and rights, we are entitled to calculate a higher price valid on the day of delivery as a fixed compensation. The purchaser is entitled to provide proof of lesser damage.
(4) If the purchaser so wishes, we can take out transport insurance for the deliveries; the purchaser shall bear the costs incurred.  If other agreed commercial terms include other provisions (INCOTERMS 2010) these terms shall take precedence.

Article 5 Prices, payment, discounts

(1) Should we implement a general change in our pricing structure for the ordered goods in the period between conclusion of contract and delivery, we are entitled to charge prices on the basis of the price that is valid on the day of delivery if no fixed prices are agreed on.  In the event of a price increase the purchaser is entitled to withdraw from the contract within 14 days after notification of such an increase.  If no other agreements are made, the prices are quoted net without transport costs and value added tax; however, if other commercial terms are agreed, these shall apply (INCOTERMS 2010).
(2) Should at the time of contract conclusion unexpected price increases be enforced by our suppliers, or if unforeseeable increases in wages and transport costs occur, we are entitled to increase our prices accordingly if no fixed prices are agreed.  The same applies for increases in customs duties and value added tax occurring after conclusion of contract.
(3) Any discounts granted on the basis of the actual goods value are calculated without packaging, surcharges and value added tax and are otherwise calculated on the basis of the quantities ordered.  The right to these invoke these discounts only applies when the delivered goods are paid fully and on time.
(4) Payment of the purchasing price must be received by the date given on the invoice.  The discount stated for the invoiced sum can only be deducted if this sum is available to us by the date of payment stated in the invoice.  Payments received shall always be used to settle the oldest outstanding arrears, including late payment and/or interest fees. Discounts are not granted if the purchaser is in arrears with the payment of invoices for previous supplies.  Payment of the purchasing price by issuing bills of exchange or cheques requires a written agreement; cheques and bills of exchange are only accepted as conditional payment.  Payment with bills of exchange or cheques is regarded as effected on the day that we are able to freely dispose over the appropriate funds.
(5) The purchaser may only offset counterclaims against his arrears that are uncontested, legally stipulated or accepted by us; he is only entitled to enforce retention rights if the counterclaim is based on the same contractual relationship.
(6) If our invoices are not paid within the stated deadlines, we are entitled to charge default interest to the amount of 8 percent per annum above the respective base interest rate in compliance with Article 247 BGB unless the purchaser is able to provide proof that we have not suffered any or only minor damage as the result of the arrears. We reserve the right to charge additional interest.
(7) Should the purchaser delay payment, notwithstanding further claims and rights, we are entitled to demand immediate payment of the outstanding sum and only make further supplies against advance payment or provision of securities.  The same applies if we become subsequently aware of circumstances that indicate a negative development in the purchaser's financial standing that may pose a serious threat to the payment of our claims.
(8) In the previous cases described in Article (7) we are entitled to cancel the direct debit authorisation in compliance with Article 6 Section (6) and demand appropriate advance payment for outstanding orders.  The purchaser is entitled to avert such advance payments as well as the legal consequences as stipulated in Article 6 Section (3) by providing securities to the amount of our outstanding payment claims that are under threat.

Article 6 Retention of title, securities

(1) The delivered goods remain our property until the full purchase price has been paid and all outstanding claims resulting from the business relationship have been settled. This also applies when payments are made for separately designated claims.  The discontinuation of individual claims from an outstanding invoice or the calculation of a balance and its recognition do not nullify the retention of title. If we have agreed to payment of the purchase price by the purchaser on the basis of a bill of exchange, the retention of title does not expire until the bill of exchange has been honoured by the purchaser.
(2) If the goods subject to reservation of title are processed together with other goods that are not our property, we retain title to the part of the new product in proportion to the invoiced value of the goods subject to reservation in relation to the invoiced value of the other goods as well as the processing value. The same applies for the new product resulting from such processing as for the goods supplied under reservation of title.  Should our title to the goods expire as the result of connection, combination or co-mingling of the purchased goods together with products that are not our property, we shall acquire joint title to the new product in proportion to the value of the goods purchased under reservation of title in relation to the other products used at the time of combination. If the combination of the goods is carried out in a way that that the main part is regarded as the property of the purchaser, the purchaser shall assign us proportional property rights.  In this manner the purchaser safeguards the sole or joint title free of charge.
(3) Should the purchaser fall into arrears with payments or not honour a bill of exchange when due that amounts to 10 percent of our claims, we shall be entitled to forbid resale or removal of the supplied goods.
(4) The purchaser is entitled to resell the goods in the proper course of business and within the framework of normal business conditions subject to retention of title.  However, the purchaser now already assigns to us all receivable payment claims due to him from his customers or other third parties arising from any such resale to the full amount of our claims (including VAT), irrespective of whether the purchased goods were sold before or after being combined or connected.  If the purchaser has a current account arrangement with his customers which covers payment of receivables from the resale of the goods which we supplied, the claims of the purchaser arising from this current account arrangement shall be assigned to us to the extent of our payment claim towards the purchaser. The claims from resale shall serve as securities to the same degree and scope as the goods under retention of title.
(5) The purchaser shall inform us in writing immediately in the event of legal seizure or other interventions on the part of third parties, . When so requested, the purchaser shall provide us with all necessary information concerning the stock levels of our goods under retention of title and all cases of joint title as well as all claims that have been assigned to us in compliance with Section (4); he is obliged to grant access to his warehouses to inspect and take stock of such goods and remove these if they are subject to our retention of title when requirements are met.
(6) The purchaser shall be entitled to invoke claims arising from resale, unless we withdraw our authorisation in such cases as described in Section (3).  In such cases the purchaser is obliged to notify his customers immediately in the event of assignment of claims to us and to supply all the necessary information as well as to forward the documents permitting us to collect such outstanding claims.
(7) When requested by the purchaser we undertake to free securities due to us if the realisable net value of such securities exceeds the claims requiring security by more than 10 percent; the securities shall be released at our discretion.

Article 7 Complaints, warranties

(1) The warranty rights of the purchaser are subject to full fulfilment of obligations to inspect the supplied goods and meet other complaint notification conditions in compliance with Article 377 of the German Commercial Code (HGB).
(2) If not otherwise agreed, the contractual properties of the goods are specified in our product descriptions.  Any public statements, promotional information or advertising of third parties are not of any validity in this respect.
(3) We are entitled to make minor modifications to the product or changes based on technical developments as stipulated in the contract without informing the purchaser if these modifications or changes do not affect the product's usability.
(4) Our stated quantities are approximations.  Additional or short deliveries of up to 5 percent of the delivered amount shall not constitute a defect.
(5) The purchaser is only entitled to return goods under complaint with our express consent.
(6) If a complaint concerning purchased goods is submitted, we shall, at our discretion, initially be entitled to supply a replacement or to rectify any defects, and/or, in the event of shortfalls, to ensure subsequent delivery. Additional costs arising from intermediate delivery of the goods to a different place than specified in the order shall be borne by the purchaser. Should attempts to rectify the complaint be unsuccessful, the purchaser is entitled to select either reduction or withdrawal  in addition to any appropriate claims for damages or compensation for incurred expenses.  Withdrawal from the contract is excluded in the event of minor complaints.
(7) We do not accept any liability for damage caused by improper use, unsuitable storage or negligent handling of the goods.

Article 8 General limitation of liability

Unless otherwise agreed under these General Terms & Conditions, we shall be liable for legal or contractual claims for damages or compensation of outlay arising from the violation of contractual or non-contractual duties by fraudulent or deliberate intent and/or gross negligence without any limitation. In the event that we negligently violate a main contractual obligation, our resulting obligations shall be generally limited to the foreseeable scope of damages or expenses that can be regarded as typical for the respective type of contract and also limited - especially for subsequent complaint damages - to the amount covered by our current (or alternatively an adequate) liability insurance, and in the event of damages claimed for delivery delays to a maximum sum amounting to 5 percent of the purchase price. Further claims are excluded. Our liability arising from a warranty as stipulated by product liability legislation or resulting from personal injury shall remain unaffected.

Article 9 Information and consultation

We shall not be obliged to provide consultation services for application purposes.  Any advice or information given is regarded as non-binding unless confirmed in writing. This does not relieve the purchaser from his obligation to use our products in a suitable and professional manner.

Article 10 Protection rights

(1) Cost estimates, drafts, drawings and other documents that we make available to the purchaser remain our property and are subject to copyright. It is not permitted to duplicate these or make them available to third parties without our express consent.
(2) The purchaser is obliged to ensure that the acceptance and execution of any orders he places do not violate the commercial protection rights of third parties.
(3) Should, however, the commercial protection rights of a third party be violated due to non-observance of Section (2), the purchaser is obliged to free us from any resulting claims submitted by third parties and shall indemnify us for any incurred damages, including loss of profit.  Should a third party submit any claims against us for alleged infringement of rights, we are entitled to refuse further compliance with the terms of the contract unless the purchaser provides adequate securities that we shall stipulate at our discretion.

Article 11 Data processing

We draw attention to the fact that we will store the personal data of the customer collected in the course of the business relationship in compliance with the regulations of the Federal Data Protection Act.

Article 12 Place of execution, court of jurisdiction, applicable law

(1) The place of execution and, if the purchaser is a commercial enterprise, the sole court of jurisdiction for deliveries and payments (including legal action in connection with cheques and bills of exchange) as well as any disputes arising between the parties to the contract is D-26125 Oldenburg. The execution of arbitration proceedings under exclusion of ordinary legal procedures requires our written consent for each individual claims dispute.
(2) The contractual relationships are subject exclusively to the law of the Federal Republic of Germany.

Valid as of: 02. 01. 2015 © 

JUTEC® Hitzeschutz und Isoliertechnik GmbH

We reserve the rights for technical changes, no liability for print mistakes! Subject to tolerances!