General terms and conditions of sale and delivery
§ 1 Scope
The deliveries, services and offers of Arpuma GmbH (seller) are made exclusively on the basis of these terms and conditions.
These also apply to all future business relationships, even if they are not expressly agreed again.
§ 2 Formation of the contract
The order is a binding offer. It can be accepted at the discretion of the seller within 3 weeks by sending an order confirmation or by sending the ordered goods to the customer within this period.
Requests by the buyer to subsequently change or cancel the order can only be taken into account on the basis of a special agreement and only as long as production has not yet started.
§ 3 Prices
The prices apply ex works plus packaging, freight and other shipping costs and value added tax.
Unless otherwise agreed, our deliveries and services are payable within 30 days. In our price calculations, we assume that the items on which the offer is based remain unchanged.
Our offers are based on the buyer's specifications, without knowledge of local conditions.
Any changes, e.g. in import and export duties, sales tax, exchange rates, freight costs and insurance premiums, which take place after the order has been placed, go in favor of or at the expense of the buyer, without any increases giving the buyer reason to cancel the order.
§ 4 Delivery and service time
Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing.
Delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the seller - these include in particular strikes, lockouts, official orders, etc., even if they occur at the seller's suppliers or their subcontractors - the Not responsible for the seller, even in the case of bindingly agreed deadlines and dates.
They entitle the seller to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled.
The seller is entitled to make partial deliveries and partial services at any time.
§ 5 Dispatch, transfer of risk
Shipping route and means are left to our choice.
Our deliveries are ex works. The risk is transferred to the buyer when the goods are handed over to the carrier - regardless of whether he is commissioned by the buyer or by us. This also applies to partial deliveries.
In the case of delivery with our vehicles, the risk passes to the buyer as soon as the goods are made available at the location specified by him.
For our commercial customers, unloading is the sole responsibility of the buyer, who must provide suitable unloading equipment and the necessary workers.
If, contrary to the contractual agreements, the buyer requests assistance with unloading (including unloading device), further transport or deployment, this effort will be charged additionally. Participation in this work does not mean, however, that we assume any additional liability or risk.
§ 6 Warranty for Defects
The customer's warranty rights presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to §§ 377, 378 HGB. If there is a defect in the purchased item for which the seller is responsible, he is entitled to choose between remedying the defect or making a replacement delivery. In the event that the defect is remedied, he is obliged to bear all the expenses required for the purpose of remedying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item was taken to a place other than the place of performance.
If the seller is not willing or not able to remedy the defect/replacement delivery, in particular if this is delayed beyond a reasonable period of time for reasons for which the seller is responsible, or if the remedying of the defect/replacement delivery fails in any other way, the customer is entitled to Wahl is entitled to withdraw from the contract or to demand a corresponding reduction in the purchase price.
In all other respects, §9 applies.
§ 7 Retention of title
We reserve ownership of the goods until the purchase price has been paid in full. In the case of goods that the buyer obtains from us as part of an ongoing business relationship, we reserve title until all our claims from the business relationship, including future claims - including from contracts concluded at the same time or later - have been settled. This also applies if individual or all claims have been included in a current account and the balance has been drawn and accepted.
If the buyer defaults on payment, we are entitled to take back the goods after a reminder and the buyer is obliged to surrender them.
In the event of seizure or other interventions by third parties, the customer must notify the seller immediately in writing so that the seller can object to the seizure. Insofar as the third party is not able to reimburse the seller for the court and out-of-court costs of a third-party objection action, the customer is liable for the failure.
The customer is entitled to resell the purchased item in the ordinary course of business; However, he already assigns to the seller all claims in the amount of the final invoice amount (including value added tax) that accrue to him from the resale against his customers or third parties, regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect this claim even after assignment.
The seller's right to collect the property himself remains unaffected. However, the seller undertakes not to collect the claim as long as the customer meets his payment obligations from the proceeds received, does not default in payment and, in particular, no application for the opening of bankruptcy or composition proceedings has been filed or payments have been suspended. In the event of a cessation of payments or in the event of an application for the opening of bankruptcy or composition proceedings, the seller can demand that the customer discloses the assigned claims and their debtors in detail and provides all information required for collection, hands over the associated documents and informs the debtors ( third party) of the assignment.
If the purchased item is inseparably mixed with other items that do not belong to the seller, the seller acquires co-ownership of the new item in proportion to the value of the purchased item to the other mixed items at the time of mixing. If mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to the seller. The customer keeps the resulting sole or joint ownership for the seller.
§ 8 Payment
A payment is only deemed to have been made when the seller can dispose of the amount. In the case of checks, payment is deemed to have been made when the check is cashed.
If the buyer defaults on payment, the seller is entitled to charge interest on arrears at a rate of 10% pa above the base interest rate (§247 BGB) from the relevant point in time.
They are to be set higher or lower if we prove a charge with a higher interest rate or the buyer a lower charge.
Furthermore, we are entitled to take back the goods, if necessary to enter the buyer's premises and take away the goods.
We can also prohibit the sale and removal of the delivered goods. The return is not a withdrawal from the contract.
If the seller becomes aware of circumstances that call into question the creditworthiness of the buyer, in particular a check is not cashed or his payments are suspended, or if the seller becomes aware of other circumstances that call into question the creditworthiness of the buyer, the seller is entitled to make the entire remaining debt due, even if he has accepted cheques. In this case, the seller is also entitled to demand advance payments or the provision of security.
Apart from that, payment may only be withheld to a reasonable extent due to defects and other complaints.
Any agreed security deposits can be replaced by us with a guarantee from the net amount.
§ 9 Limitation of Liability
We are liable for personal injury, property damage and damage that we have insured. Further claims of the buyer shall only exist if we are guilty of intent or gross negligence.
§ 10 Data protection
The buyer is hereby informed that we process the personal data obtained as part of the business relationship in accordance with the provisions of the Federal Data Protection Act.
§ 11 Applicable Law, Place of Jurisdiction, Partial Invalidity
The law of the Federal Republic of Germany applies to these terms and conditions and the entire legal relationship between seller and buyer.
Place of performance and place of jurisdiction is Kerpen, Germany.
Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.