General Conditions of Sale of LENNEZINK Oberflächenschutz Inh. Fred Hermann Hassel e. K.
for exclusive use in business dealings with entrepreneurs i.S.v §310 para 1 i.V.m §14 BGB:
1. For our deliveries, the individually negotiated contractual agreements as well as our General Terms of Sale (GCI) apply exclusively. We do not accept other general terms and conditions - even if the delivery is executed without reservation - unless we have expressly agreed to their validity in writing. At the latest by receiving our products, the customer expresses his agreement with our terms and conditions.
2. If our general terms and conditions are already known to the customer, in the case of permanent business relations or framework agreements with the customer, they also apply to all future supply relationships without renewed notification until the validity of our new GTC.
3. All agreements, in particular secondary addresses, changes or deviations from these conditions must be made in writing
1. Our prices are "ex works" plus value added tax, customs, freight, packaging and insurance costs applicable on the day of delivery, unless otherwise agreed. An insurance of the goods to be shipped is carried out by us only on request and at the expense of the customer.
2. For the calculation, the weights determined by us,
Quantities and quantities are decisive, if the recipient does not contradict immediately.
3. If order-related costs change significantly after conclusion of the contract, the contracting parties are obliged to agree on an adjustment of the prices.
1. We give every form of advice in speech and writing to the best of our knowledge based on our experience. Information and information about the suitability and use of our products does not release the customer from his own tests and attempts. In particular, the customer is not exempted from examining the suitability of our products for the intended purpose. Application and processing of our products are exclusively in the area of responsibility of the customer. This applies in particular to compliance with legal and regulatory requirements when using our products.
2. Our offers are subject to change in terms of prices, quantity, delivery time and availability, unless otherwise expressly agreed.
3. We can accept orders within 5 working days. An order shall only be accepted by us if we have confirmed it in writing or if we have sent a shipping notice or invoice. Orders as well as telephone and verbal agreements as well as agreements with our representatives must be confirmed in writing. Orders should in principle be made in writing; Telephone orders are executed at the risk of the customer.
IV. Scope of delivery, changes, protective rights, data protection
1. For technical reasons, we reserve the right to excess or short deliveries in the usual industry scope, up to a maximum of 10% of the agreed order quantity. Technical changes that prove necessary for reasons of production, product maintenance, legislative requirements or other reasons are permitted. If the customer becomes aware of changes, he must notify us immediately if he considers these permissible.
2. For tests where certain temperatures, times and other measurement or control values are to apply, the appropriate measurement methods must be defined and accepted by both parties before the start of delivery. If no specification is made, our measuring methods apply.
3. Orders submitted according to us or other Information is provided at the risk of the customer. If we intervene as a result of the execution of such orders into third-party property rights, the customer exempts us from claims by third-party owners. Further damages shall be borne by the customer.
4. We are entitled to process data in the sense of the federal data protection law.
V. Delivery / Shipping, Transfer of Risk, Packaging
1. Decisive for the content and scope of the contract is our order confirmation. Partial deliveries are permitted, provided that there are no disadvantages for the use thereof.
2. Place of fulfillment is our respective shipping point. We are entitled, but not obliged, to ship and insure deliveries in the name and for invoices of the customer.
3. The delivery period begins at the earliest with the dispatch of the order confirmation. The beginning of the delivery period specified by us requires the complete clarification of all technical questions. The compliance with our delivery obligation requires the timely and proper fulfillment of the duties of cooperation by the purchaser, in particular the timely receipt of all documents to be supplied by the purchaser, required approvals and clearances. Otherwise, the deadline will be extended appropriately. The one of us Delivery times are approximate. Taking due care to conclude congruent hedging transactions, the determination of the storage period is subject to the correct and timely delivery to the customer.
4. Unless otherwise agreed, the delivery will be made ex our factory or distribution warehouse. The risk of accidental loss and accidental deterioration of delivery items shall be transferred to the buyer in such a case after notification of readiness for collection. The notification of readiness for collection is the transfer of the shipment to the carrier or leaving the purchased goods from our factory for the purpose of shipping the same. If the shipment is delayed at the request of the customer, the risk passes to him with the notification of readiness for shipment and we are entitled to charge him the cost of storage.
5. If we have accepted a shipping obligation, this does not change anything in the aforementioned provisions, in particular at the place of performance and transfer of risk. Shipping method and shipping route are chosen by us. Additional costs due to deviating wishes of the customer are at his expense.
6. If delivery takes place in rental containers, they must be returned empty and carriage paid within 90 days of receipt of the delivery. Loss and damage to a loaned packaging is, as long as this is not returned to us, to the account of the purchaser, if he is responsible for this. Loaned packaging may not be used for other purposes or to accept other products. They are only intended for the transport of the delivered goods. Labels must not be removed.
7. Unless otherwise agreed, we determine the type and scope of the packaging. The choice of packaging is made with due care and diligence at our discretion. Disposable packaging becomes the property of the purchaser and not taken back by us, instead we name the purchaser a third party who will recycle the packaging in accordance with the Packaging Ordinance.
8. In the case of damage or loss of the goods on the transport, a stocktaking should be promptly initiated and notified to us. Claims arising from any transport damage must be asserted by the customer without delay.
9. Substantial, unforeseeable and non-faulty breakdowns, delivery delays or delivery failures of our suppliers as well as business interruption due to shortages of raw materials, energy or labor, strikes, lockouts, difficulties in procuring transport, traffic disruptions, high-pressure disposal and cases of force majeure us and our subcontractors extend the delivery time by the duration of the obstruction of performance, as far as they are of importance for the ability to deliver the goods. We immediately inform the purchaser about the beginning and end of such obstacles. If the delivery is delayed by more than one month, both the purchaser and we, under exclusion of claims for damages, are entitled to withdraw from the contract in respect of the quantity affected by the delivery disruption.
1. The invoice amount is payable on the due date without deduction. Timely payment is only made if we can dispose of the money with value date on the due date on the account specified by us. The buyer comes without further explanation from us 10 days after the due date in arrears, as far as he has not paid. Discounts and discounts are granted only by special agreement. A discount on new invoices is excluded, as far as older due invoices have not yet been paid. If the purchase price is deferred, partial installments are approved or the term of payment is exceeded, then the purchaser will also receive bank-standard interest without a reminder, but at least 2% p.a. calculated over the respective base interest rate after §247 BGB plus value added tax.
2. We reserve the right to accept bills of exchange or checks. Bills of exchange and checks are only accepted for payment and are only valid after payment as payment. Discount and bill charges are at the expense of the customer and are due immediately. The maximum duration for bills of exchange is 90 days from the invoice date.
3. By waiving §§366,367 BGB and despite contrary provision of the customer, we determine which claim is fulfilled by the payment of the customer. Of the orderer waives the right to determine how his payments are to be used.
4. In case of late payment we can charge default interest in the amount of 8% p.a. above the respective base interest rate according to §247 BGB plus value added tax and are entitled to withhold further deliveries until the settlement of all due invoices. Interest is due immediately. The proof of a higher or lower damage remains reserved for us and the customer.
5. The non-payment of due invoices or other circumstances that indicate a significant deterioration of the financial circumstances of the purchaser after conclusion of the contract entitle us to the immediate due date of all our claims based on the same legal relationship based. In case of doubt about the solvency or creditworthiness of the customer, we are entitled to demand advance payment or a suitable guarantee for the service to be provided by the customer. Is the customer
Not ready to pay in advance or to order security, we are entitled after a reasonable period of grace to withdraw from these contracts and to claim damages for non-performance.
6. Rights of set-off and retention are only entitled to the customer against our claims if the counterclaim is undisputed or legally binding. The assignment of claims directed against us requires our approval.
VII. Retention of title
1. We reserve title to the delivered goods until settlement of all claims already incurred at the time of conclusion of the contract and all future claims arising from the existing or contracted business relationship with the customer. The retention of title also remains valid if individual of our claims have been included in current invoices and the balance has been drawn and acknowledged. Despite the payments, purchase price claims are deemed not to have expired until such time as a billable liability assumed by us in this context - such as in a check - bill of exchange - continues to exist.
2. If the realizable value of the securities exceeds our claims by more than 20%, we shall release security at our request to the extent that we choose.
3. The orderer carries out processing or mixing for us, without this resulting in a liability for us. In the event of processing or mixing with other, not belonging to us items, the customer assigns to secure our claim on us the co-ownership of the new thing in proportion of the value of the reserved goods to the other processed goods with the proviso that the customer new thing for us.
4. The customer is entitled to dispose of the goods in the ordinary course of business as long as he fulfills his obligations arising from the business relationship with and in good time.
5. The buyer hereby assigns claims arising from the sale of goods to which we have ownership rights to the extent of our ownership interest in the goods sold for security to us. If the purchaser connects or mixes the delivered goods with a main item of third parties for a consideration, then it now already assigns its claims for compensation against the third party up to the amount of the invoice value of the delivered goods for securing purposes. We accept this assignment.
6. At our request, the customer must provide us with all necessary information about the stock of the goods in our ownership and about the claims assigned to us and inform his customers of the assignment.
7. The customer is obliged to keep the reserved goods carefully and to insure them against loss and damage at their own expense. Claims for damages arising in the event of damage must be assigned to us.
8. The right of the purchaser to dispose of the goods subject to our retention of title as well as to collect the claims assigned to us shall cease as soon as he no longer meets his payment obligations from the proceeds received or stops the payment and / or an application to open insolvency proceedings is provided. In these cases mentioned above as well as other behavior contrary to contract of the customer, we are entitled to the goods delivered under retention of title
withdraw. The withdrawal or seizure of the goods by us is not a withdrawal from the contract, unless we confirm this expressly in writing. We are authorized to exploit the
Realization proceeds shall be set off against the liabilities of the purchaser with regard to reasonable exploitation costs. The customer hereby declares his consent that the persons commissioned with the collection of the reserved goods can enter or drive on the property or the building on or in which the reserved goods are located in order to take over the reserved goods,
9. Insofar as the retention of title according to the law of the country in which the delivered goods are located, should be ineffective, the orderer shall, at our request, order an equivalent security. If he does not comply with this request, we can demand immediate payment of all outstanding invoices, irrespective of agreed payment terms.
VIII: Defects, nature, limitation periods
1. Open defects, wrong deliveries and quantity deviations of the delivered goods are to be reported to us immediately, at the latest however within 14 calendar days after receipt of the commodity, in writing. Hidden defects must be reported to us in writing within 7 calendar days of their discovery. The burden of proof that there is a hidden defect, meets the buyer.
2. The customer shall - if necessary by trial processing - to check whether the delivered goods are suitable for the intended use. This applies in particular if dilutions, hardeners, additional paints or other components are added or used together with our products that are not ours.
3. a) Warranty claims of the customer are limited to the right to subsequent performance. If the subsequent performance fails, then the purchaser is entitled, at his discretion, to reduce the purchase price or to withdraw from the contract. In the case of supplementary performance, we are obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the goods were transported to a place other than the place of delivery, unless the shipment complies with its intended use.
b) Insofar as the claims for defects are a recourse of the purchaser within the meaning of §478 BGB, the claims for recourse under the provisions on the sale of consumer goods shall apply without prejudice to paragraph VIII (a) above. The purchaser must notify us immediately of any recourse occurring in the supply chain. The legal rights of recourse of the purchaser exist only insofar as the purchaser has not agreed with his purchaser any contractual provisions that go beyond the legal claims for defects.
4. For the nature of the goods, our product description is authoritative. Further, claims for defects do not exist in case of insignificant deviation of the agreed quality. Public statements, suggestions or advertising of the manufacturer are not contractual
Quality statement. The buyer does not receive any guarantees in the legal sense. By details in any case, product descriptions and production specifications, subject to their being recorded as quality specifications within the meaning of §434BGB, do not guarantee the quality of the item or that the item retains a certain quality for a certain period of time, accepted. Be dilutions, hardeners, additives or other components that are not of
Claims have been made and / or obtained from us, mixed with the delivered product or used together with him, claims only exist if defects and damages have been demonstrably caused by the products delivered by us. This also applies to non-compliance with our information regarding storage, pretreatment of substrates, application, viscosity adjustment. For the lack of freedom and suitability of these aforementioned components of third parties, the purchaser is subject to proof. The warranty rights of the purchaser are also excluded insofar
the defect is due to improper or improper use of our products.
5. The limitation period for claims and rights due to defects is 1 year. However, this period of limitation does not apply in the cases of §438 para. 1 no. 2 BGB (legal defects in immovable property), §438 para. 1 BGB (buildings, property for buildings), §479Abs. 1 BGB or §634a Abs. Nr. 2BGB.
6. The limitation periods according to paragraph 5 shall also apply to all claims against us that are related to the defect - regardless of the legal basis of the claim. Insofar as claims for damages of any kind exist and exist which are not related to a defect, the statute of limitations according to paragraph 5 sentence 1 shall apply to them.
7. The limitation periods according to this clause 8 paragraphs 5 and 6 do not apply in the case of intent, if we have fraudulently concealed the defect, for claims for damages for injury to life, limb or health or freedom of a person, for claims under the Product Liability Act , gross negligence or breach of contract.
8. Refill measures, ie the delivery of a faultless item or removal of defects, inhibit neither the statute of limitations, nor let the statute of limitations begin anew.
9. A change in the burden of proof to the detriment of the customer is not connected with the above regulations.
10. Unless expressly determined, the statutory provisions on the commencement of the limitation period, the expiry of the proceedings, the inhibitions and the new beginning of periods remain unaffected.
1. Our liability is in cases of intent or gross negligence on our part or by our representatives or vicarious agents in accordance with the statutory provisions. Incidentally, we are liable only according to the Product Liability Act, because of the injury of the life, the body or the health of a person or because of the culpable violation of essential contractual obligations.
However, the claim for damages due to the breach of essential contractual obligations is limited to the contractually typical, foreseeable damage. Even in cases of gross negligence, our liability is limited to the contractually typical, foreseeable damage if none of the exceptions listed in sentence 2 of this first paragraph exists.
2. As far as we are not liable for intent, gross negligence of culpable violation of essential contractual obligations, because of the injury of the life, the body or the health of a person or after the product liability law, our liability for damages by the delivery item is legal property of the customer, e.g. other things, lost profits or other financial losses, locked out.
3. The provisions of the preceding paragraphs 1 and 2 extend to damages in addition to performance and damages instead of performance, for whatever legal reason, in particular due to defects, breach of obligations under the obligation or tort. They also apply to the claim for compensation for futile expenses and for liability for impossibility and delay.
4. Possible claims for damages are limited in amount to the scope of the company and product liability insurance taken out by us in the amount of max. 1 million euros. This does not apply insofar as liability is mandatory in cases of intent, gross negligence, injury to life, body or health of a person, breach of essential contractual obligations or the German Product Liability Act.
5. The obligation to indemnify is further excluded, as far as the customer has effectively limited his liability towards his customer. The customer will endeavor to agree on limitations of liability to the extent permitted by law in our favor.
6. Insofar as our liability for damages is excluded or limited, this also applies to all claims of the customer due to culpa in contrahendo, breach of minority or
Claims of the purchaser from the producer's liability in accordance with § 823 BGB. Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, employees, employees, representatives, vicarious agents.
X. Jurisdiction and Place of Performance
1. Place of fulfillment for all liabilities from the business relationship or from the individual contract is our respective shipping point, for the payment of our seat.
2. Place of jurisdiction is according to our choice our seat or the general place of jurisdiction of the orderer. This also applies to disputes in the document, bill of exchange or check process.
3. The contractual relationship with our customers is exclusively governed by the law of the Federal Republic of Germany. The applicability of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG - "Vienna Sales Convention") is excluded.
4. Should individual clauses of this sales and delivery condition be wholly or partially invalid, this shall be affected
the validity of the remaining clauses or the remaining parts of such clauses. An ineffective regulation shall replace the parties with such a regulation, which comes closest to the economic purpose of the ineffective regulation and is effective.