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GTC/Sales and delivery conditions

of Apparatebau Clemens Bous GmbH & Co. KG

  1. Subsidiary agreements as well as assurances by our representatives are only binding for us if we have confirmed them as such in writing. Counter confirmations of the buyers require our written acknowledgement. Our silence on the matter shall not be constituted as confirmation. Quotations, even by telephone, are always not binding. Intermediate sale reserved. Models, drawings, samples, dies, tools, templates and/or other technical resources and documents that were provided to the supplier or were manufactured by the supplier according to our instructions may not be sold, pledged, or otherwise passed on to third parties or used in any way by third parties without our consent.

  2. Promised delivery deadlines will be observed as possible, but are applicable without obligation. Default fines or other compensation claims for late delivery are excluded. All cases of force majeure in our own company or that of our suppliers as well as unforeseen hindrances authorise us to extend the delivery deadline or to withdraw from the delivery contract.

  3. Dispatch always occurs at the buyer’s risk and expense, even when freight and carriage paid delivery has been agreed. The recipient must submit the freight amounts and amount of duties free of interest and discount. Increases to freight and duties between the period of transaction and delivery will be borne by the buyer. Provided the ordering party does not waive this explicitly, we shall insure all shipments for transport. The buyer shall reimburse us for the ensuing costs with the invoice amount. Packaging is a prime cost calculation and cannot be returned. The freight forwarder transports larger devices or systems without packaging by direct delivery.

  4. Our invoices are payable: Spare parts deliveries, repairs and assembly work: Immediately net, without deductions as of invoice date. System deliveries: -30% at the time of order, -60% upon notification of readiness for dispatch, -10% within 30 days as of shipping date, net in each case, without deduction. Partial deliveries will be charged immediately and are in themselves due each for payment, independent of the completion of the total delivery. The prices applicable on the day of delivery apply to all goods and services. We must acknowledge fixed prices as such in writing.

  5. When the payment deadline is exceeded, we are entitled to charge interest for the usual bank credit amount as well as dunning charges.

  6. Checks and bills of exchange are accepted with reservations and based on the conditions of the Central Savings Bank or big banks. The buyer shall bear discount charges, etc.

  7. Late payment gives us the right to cancel all current transactions with the buyer without setting a deadline.

  8. Set-offs and right of retention against our claim for payment are excluded.

  9. Justified complaints can only be considered if they were claimed in writing within 8 days after the goods were received. The properly stored consignment must be available for inspection at the receiving site. In the case of defective delivery, there is only the right to reduction, but no right to cancellation of contract or compensation for damage. All further claims are excluded. Complaints do not annul either in whole or in part the agreed payment deadline and our terms of payment. We are exempt from indemnities if the payment deadlines are not observed or if unwarranted deductions - for discounts as well - have been made. Special sizes and constructions are excluded from any right to reduction. For defects occurring after delivery we shall only be liable as such in that we shall repair those parts that have become unusable after single shift operation within 6 months after the delivery date free of charge or to supply new parts according to our choice. The defects must be reported to us in writing immediately; prerequisite for any indemnity or substitute performance is that the goods have been handled professionally, no parts of outside origin have been installed, and there has been no tampering. Upon our request, the goods or parts shall be returned to us or to the specified address with freight and carriage and packaging paid. The freight and packaging costs of the return or replacement consignment shall also be borne by the buyer. If work ensuing from a guarantee shall be done at the installation site, the assembly and freight costs shall be borne by the buyer in accordance with our rates. For export deliveries via resellers, a corresponding security deposit must be provided before the guarantee. Liability cannot be assumed for normal wear, in particular wear parts, such as bearings, seals, hoses, cables as well as for parts subject to increased stress - e.g. temperature, movement, chemical effects, etc., (e.g. radiators) - and also not for breakage of fragile materials (e.g. glass, plastic, ceramic) and for varnishes with respect to aggressive substances. We shall only be liable for material defects as should have been identifiable upon the exercise of due care. For corrections and substitute services, we must be provided with the necessary time, and upon request the customer must provide us with personnel, tools and machines. The warranty conditions of the suppliers apply to foreign components and commodities. Hot-dip galvanizing is excluded from any guarantee. We shall also not be liable for damages that occurred due to non-observance of the operating manual as well as incorrect handling. Basically, all compensation claims (e.g. consequential damages), whatever the cause with which we are approached with these claims, are excluded.   A right to the exchange of spare parts only then exists if such agreements have been made with us. We shall charge 15% of the invoice amount for this, or at least EUR 25.00.  All ensuing freight and packaging costs shall be borne by the buyer. Special sizes and constructions shall not be exchanged.

  10. Place of performance and legal venue: Cologne. Only the law of the Federal Republic of Germany applies.

  11. Each good we deliver remains our absolute property until complete payment or redemption of submitted checks and bills of exchange - and all debts due and owing that ever occurred from the business relation with the buyer. Incompletely paid goods may neither be incorporated, pledged, or otherwise transfer ownership as security. If the goods are resold, then we are entitled to the resulting purchase-money claim up to the amount of the total claim from the time of its incurrence. Upon contract conclusion, the buyer already relinquishes to us these future claims towards the supplier. Any payments made by the third party to the buyer must be paid over to us. If the goods are processed, then we will acquire the proportional title to the produced matter regardless of whether the value of the processing or transformation is greater or lesser than the delivered goods. In this case, the buyer possesses the goods only as custodian of the supplier. The previous section shall apply correspondingly to a resale of such processed goods to which the buyer is authorized in a normal course of business. If the goods are connected to other mobile objects so that they form an essential part of the single object, then this establishes joint ownership in proportion to the value of the different objects. The provisions on the resale of the delivered goods apply correspondingly to the resale of such an object. For suspension of payments of possibly available goods, the suppliers shall be liable for our claims in any case, irrespective of whether these goods have been paid. In this case, we are also entitled to the rights from §46 of the bankruptcy act.

  12. If events arise relating to the buyer that make his creditworthiness appear doubtful, or if such circumstances in existence prior to contract conclusion become known, then we may withdraw from the contract or demand immediate payment of the entire owed amount.
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