General terms and conditions of business and delivery (GTC) of the company Süd-EIS GmbH & Co KG, Osnabrück
Unless otherwise agreed, offers are subject to change without notice in all parts. Interim sale reserved. Buyer's terms and conditions of purchase shall apply insofar as they conform to our terms or have been acknowledged by us in writing.
Delivery orders are irrevocable for the customer, if they have been accepted by us or our agents as binding. We assume no responsibility for errors in the transmission of the order by telephone, fax, telegram, email etc. If unforeseen measures or events of force majeure hinder delivery, we shall be entitled to carry out orders in partial deliveries. In such a case, the buyer is not entitled to make cover purchases at our expense or to provide compensation for damages.
The prices are free of charge for the customer, unless otherwise agreed. The respective price list applies. The invoice amounts are purely net cash.
Our claims are due upon receipt of the invoice and must be paid without any deduction. We may demand an incapacity if we become aware after the conclusion of the purchase agreement that the buyer has incurred payment difficulties. If the agreed payment target is exceeded, default interest is due at 2% above the respective discount rate of the Deutsche Bundesbank. A right of retention and offsetting of the customer due to non-recognised or non-legally established counterclaims is excluded ' discount charges, bill of exchange tax and collection charges shall be borne by the buyer. They are due immediately. Should liabilities of any kind arise from the business relationship for the customer, we are entitled to make the payment or partial payments of the business partner, irrespective of its objection and notwithstanding § 36 F BGB, at the choice of the open items charge.
For all deliveries we reserve the ownership of the goods until the complete payment of the purchase price and the peace of all claims against the buyer from the business relationship with us. The buyer already assigns the claim from a resale of the reserved goods to us with all ancillary rights and security rights. Transfer of the goods or assignments of the resulting receivables to third parties is not permitted. The buyer shall immediately inform us of any third-party access, in particular attachments to the reserved goods. The third party shall be instructed by the buyer on the existing retention of title. The retention of title does not take the form of a current balance and its recognition despite the inclusion of the receivable.
The goods must be checked by the customer for condition and quantity upon delivery. If the customer is not present at the unloading place when the goods are delivered, the delivery is exclusively at the customer's risk. Quantitative and obvious complaints must be made upon acceptance of the goods to be confirmed by the supplier. Goods that have been rejected subsequently cannot be replaced or remunerated. Concealed defects must be notified in writing within 6 days. In case of justified complaints we commit ourselves to the replacement delivery without the customer being able to assert any further rights or claims from the supply agreement. -
A) The delivery is free of charge of the customer, unless otherwise agreed. In case of delivery free of charge we carry the risk for transports with our own car. Otherwise, the risk of transport shall be met by the buyer even if the goods are delivered freight-free by us. Transport insurance is only carried out at the express request and at the expense of the buyer. The delivery of the goods takes place in standard packaging at our choice.
b) Upon delivery from stock, the entry of the premises, the loading and unloading of the vehicles as well as the facilities, equipment, tools, etc. offered by us for use are at your own risk. Recourse claims are excluded. He shall be liable for any damages to which the customer is responsible.
If the customer is in default of acceptance, we can withdraw from the contract after setting a grace period of a maximum of 14 days and claim compensation. As compensation claims, we can calculate a lump sum of 5% of lost net sales without proof. Further claims for damages are reserved.
The rented items (refrigerated and frozen furniture, sales equipment, advertising materials, pallets, etc.), which are left to the customer, remain our property even when securities are put. The customer is obligated to issue the rented items in a purified condition according to the intended use or termination of the business relationship. There are no objections to the issue of the claim, e.g. retention rights.
Specified delivery times are non-binding and are valid ex works. They shall be indicated to the best of their discretion that they may be adhered to in the orderly course of production at their own premises. Unforeseen obstacles, such as cases of force majeure, strikes, lockouts, mobilization, malfunction, shortage of raw materials and personnel, official orders, transport deductions, both in our own and in the factories of our suppliers, absolve us from compliance with delivery times.
Claims for damages of the buyer, in particular of the impossibility of performance, of delay, of positive claims violation, of fault in the conclusion of the contract and tort, are excluded, unless they are based on intent or gross negligence on our part or by our vicarious agents.
For delivery and payment as well as all complaints, the place of performance and jurisdiction is the seat of the company Süd-EIS GmbH & Co KG as agreed. The same applies if claims are asserted by way of the order for payment (688 FF Civil Procedure Code) or if the buyer is a merchant without a trader in the sense of § 4 hand code or is a legal person of public law.
Should any of the above conditions be or become ineffective, this does not result in the invalidity of the entire business and delivery conditions.