7. Reservation of title
7.1. We reserve title to the object of sale pending receipt of all claims created at the conclusion of the contract, including all claims to follow-up orders and repeat orders.
7.2. At the request of the purchaser we undertake to release the collateral to which we are entitled, if the realisable value of our collateral exceeds the secured claims by more than 20%; the choice of the collateral shall be incumbent upon us.
7.3. The purchaser shall be entitled to resell the object of sale in the due course of business; however, the purchaser already assigns now all claims from customers or third parties that accrue from the resale, irrespective of whether the object of sale has been resold with or without an agreement. The purchaser shall be entitled to collect the receivables assigned to us in its own name on our account. Our right to collect the receivable shall remain unaffected by this. As long as the purchaser meets its liabilities, however, we undertake not to collect the receivable.
7.4. If the object of sale is combined with other objects that do not belong to us in such a way that it becomes an essential component part of a uniform object, we shall acquire pro-rata co-ownership of the new object in line with the value of the object of sale relative to the other combined objects at the time when they are combined. If the objects are combined in such a way that the purchaser‘s object must be regarded as the main object, it shall be deemed agreed that the purchaser transfers to us prorata co-ownership. The purchaser shall keep for us the object in which we have obtained sole ownership or co-ownership in this way.
7.5. The supplier must be notified immediately of any attachment or confiscation of the reserved goods by a third party.
7.6. In the event of behaviour by the purchaser that is in violation of the contract – in particular default in payment – we shall be entitled to demand temporary return of the goods to which we have title at the purchaser‘s expense, even without withdrawing from the contract or granting an extension.
8. Warranty for defects
8.1. The purchaser‘s warranty rights shall be dependent on the purchaser duly meeting its obligation to inspect deliveries and to give notice of defects pursuant to sections 377 and 378 of the German Commercial Code [HGB].
8.2. If the object of sale has a defect for which we are responsible, we shall be entitled to choose between repairing and replacing it. If we are not willing or able to repair or replace the object of sale for reasons for which we are responsible, the purchaser shall be entitled to choose between withdrawing from the contract and demanding a corresponding reduction in the purchase price.
9.1 Claims for damages shall be excluded, irrespective of the nature of the breach of duty, including unlawful acts, unless based on intentional or grossly negligent action.
9.2 In cases where we have violated essential contractual obligations, we shall be liable for all negligence, but only up to the value of the foreseeable damage.
9.3 The restrictions and exclusions of liability in subsections 1 and 2 shall not apply to claims pursuant to the (German) Product Liability Act or to damages relating to injury to life, body or health.
9.4 To the extent to which liability is excluded or limited, this shall also apply to our employees, workers, representatives and vicarious agents.
10.1 The limitation period for claims and rights due to defects - for whatever legal reason - shall be one year.
10.2 The limitation of subsection 1 shall also apply to claims for damages against us in connection with the defect.
10.3 The limitation of subsections 1 and 2 shall not apply in case of gross negligence, wilful or fraudulent concealment of a defect, also not in cases of injury to life, limb or health or freedom, for claims under the (German) Product Liability Act or in cases of violation of essential contractual obligations.
10.4 The limitation period on all claims will begin with the delivery of the goods.
10.5 The above regulations will not cause a change in the burden of proof to the detriment of the purchaser.
11. Final provisions
11.1. Subsidiary agreements and changes shall require our written confirmation in order to be effective.
11.2. As soon as business relations have commenced, we shall be entitled to store and – if necessary – process the purchaser‘s data; this can also include personal data.
11.3. The place of performance for all obligations arising from this contractual relationship, i.e. also for delivery and payment, shall be our registered place of business (Rottenbach).
11.4. If the purchaser is a trader, our registered place of business shall be the place of jurisdiction; however, we shall also be entitled to institute legal proceedings against the purchaser at its domicile.
11.5. The laws of the Federal Republic of Germany shall apply for all claims arising from the present contract. The application of UN Sales Law (CISG) shall be excluded.
11.6. Should one or more provisions of these GTCs be ineffective, the effectiveness of the terms and conditions shall remain unaffected by this.
This is a translation of the General Terms and Conditions written in German language. In the event of any discrepancy between the English and German text, the German text shall prevail.
status as of 08/2011
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