GTCT
General Commercial Specificationsof BOTEM GMBH located
in 40723
1. General
a) Our general terms of sales are subject to all
our offers and deliveries.
b) Our general terms of sale are to be considered as exclusive. Other
terms
are only valid if they are approved by our party in a written form. The
acceptance of our services is regarded as an acceptance of our terms of
sales,
even though, if the purchaser has confirmed under different terms.
c) These general terms of sale are only available
for companies, legal
bodies of the public law separate assets regulated
by
public
law.
2) Conclusion of an
agreement
a) All of our bids are subject to change. All the
contracted agreements
gain validity after they are confirmed by our party. Oral confirmations
of our
representatives and appointees are binding as long as they are
confirmed by our
party in a written form.
b) A conclusion of a contract is deemed to be
effective in case BOTEM
GmbH, located in 40723
c) Specifications about our products, especially
about technical data
located in brochures, bids and written documents are approximate and
they do
not constitute any type of guarantee unless the guarantee is given
explicitly.
3) Prices, Payments
a) As long as there is no special agreement
established prices should be
regarded as ex works including consignment excluding packaging and
unloading. VAT
shall be added to the prices according to applicable local law.
b) Botem
GmbH is entitled
to change appropriately its prices, if costs are imposed on goods by
the previous
vendor between the timeline of contracting and delivery which increase
the
price of the products.
c) Set-off rights are entitled to the purchaser
only in the case when
his counterclaims are legally binding.
d) If the purchaser does not discharge all payment
obligations on time,
we reserve the right to terminate the agreement upon our wish, cancel
further
deliveries and/or charge interest amounting to the amount due and
unpaid. The
payable interest is 8% above the base rate given by the European
Central Bank.
e) If the purchaser delays the payments, we have
the right to withdraw
from the agreement and demand compensation.
f) If circumstances occur that is leading to fatal
doubts about the
liquidity or creditworthiness of the purchaser, we have the right to
claim immediately
for all outstanding accounts – including deferred items.
Further deliveries can
be subject to a prepayment or security deposit. If the purchaser does
not meet
such a demand in the given time period, we could demand compensation
upon and
withdraw from the agreement.
4) Deliveries and delay
in
delivery
a) Agreements concerning an obliging delivery time
should be made in a
written form. The period of delivery start on the date of confirmed
orders by
our party. All the details about the order, agreed documents and/or
advance
payments to be received and domestic or foreign documents required
should be clarified
beforehand otherwise period of delivery does not start.
b) The delivery dates are related to the date when
goods are sent from
the factory or warehouses. If the goods are not sent due to a reason
out of our
control, delivery dates are still met, if the goods are reported to be
ready
for sending.
c) Unless otherwise agreed, the delivery dates are
regarded as
approximate.
If there is a delay in the deliveries, an
appropriate additional time
should be given to us even if a fixed delivery date or time is agreed.
If no
solution is reached within this additional period, the purchaser is
able to
withdraw for the amount contracted from the agreement which is reported
to be not
ready for sending within this additional time period.
d) We are not liable for delivery delays and
deliveries remained undone
due to a previous supplier. The delivery periods extend for the time
period for
which the buyer is in default regarding this or others purchases. For
this time
our rights remain stable.
For acts of god or other conditions which we are not be responsible
for,
we have the right to postpone or withdraw partially or completely from
the part
of the agreement or to withdraw fully due to a partly not fulfilled
contract. The
purchaser could demand a declaration from us whether if we would like
to
deliver or not or whether to withdraw from the contract. If no such
declaration
is given by us, in such case the purchaser has the right to withdraw.
e) The purchaser has the rights for compensation
due to the delay, only
in the case if it is not excluded from our liabilities subject to
paragraph 9th
of our general commercial specifications.
5) Risk transfer and
consignment
a) The risk of damaging or loss of the goods is
beard by the purchaser
concerning all businesses including delivery. The transfer of risk
occurs when goods
are delivered to a delivery company or to a forwarder; by leaving the
storage
or supplier at the latest. We are not liable for the insurance of the
goods.
b) We have the right to make partial deliveries at
reasonable rates.
c) The delivery and sending instructions should
always be sent together
with the orders by the purchaser. The extra costs occurring due to
urgent and
express cargo transfer shall be undertaken by the purchaser.
6. Measurements,
weights and
delivery quantity
The measurements, weights and amounts indicated in the cargo delivery documents and other documents sent together are applicable. Complains concerning the measurements, weights and amounts in the sent goods shall be noticed to us within 3 working days after receiving the goods.
7. Retention
of title
a) The goods belong to us until all existing and future pretensions are met by the purchaser.
b) The purchaser is obliged to store and label our
goods (which are
delivered with retention of title) separately.
c) The purchaser shall separately store and label
our goods
which are delivered with
retention of title. The
customer is responsible for handling the purchased items with due care;
in
particular he must take out adequate insurance for the purchased items
to their
new value at his own cost, covering damage caused by fire and theft.
d) If the registry and/or implementation of other
requirements are
needed in order to establish the retention of the title, the purchaser
is
liable to make all types of operations immediately as well as the
notifications
required. Our rights concerning this subject shall remain stable. If
the legal
regulations do not recognize an agreement for retention of title, the
purchaser
shall give us warranties upon our demand for a credit for the goods.
e) The purchaser must inform the supplier
immediately in the event of
attachment or other disposal by third parties. If the purchaser does
not meet
this demand, he is responsible for the occurring damage.
f) To the extent that the value of the entire
supplier’s collateral
security rights arising from the business relationship with the buyer
exceed
the value of all secured claims, the supplier will release a part of
the
collateral security rights at the request of the buyer; the supplier is
entitled to select the collateral securities to be released.
8. Notice of defects
and guarantee
b) Our legal liabilities concerning defects are
restricted to
supplementary performance that means our option to rectification of a
defect or
replacement delivery. The purchaser should grant us sufficient time for
the
compensation of defects otherwise we are not responsible for the
consequences
out of it. Only in urgent cases for instance providing security for the
company
or preventing the occurrence of disproportional
damages for the company the customer could compensate defects or ask
third
persons to compensate those and demand compensations for occurred
expenses.
c) If the supplementary performance is aborted, the
customer is able to
decrease the consideration – if there are major defaults- he
could withdraw
from the agreement.
d) We are liable for newly manufactured goods or
services for the period
of one year beginning from the date of delivery. Generally there is no
warranty
for used goods that we sell.
e) The purchaser has no other rights according to
the aforementioned clauses
between b) and d). For this reason, we are not responsible for other
damages that
did not affect the product and for further assets from the customer.
f) Our liabilities located within paragraph 9th
of our
general commercial specifications hereby are restricted by the
aforementioned
clauses between b) – e).
9. Liability
a) Our
liability is according to a warranty to be
free from defects in materials and workmanship of our products.
Our liability is excluded
aa) If our products were not accurately stored or
used by the purchaser
or the third persons;
bb) If our products were not properly processed;
cc) If improper tools or materials are used with;
dd) If there is a damage due to the works of third
persons which are not
approved by our party for certain;
b) Our liability, irrespective
of
legal
basis,
is limited to intention, gross negligence and simple negligence by
violating an
essential contractual obligation by us or our assistants.
For simple negligence, we are only liable for damages that are
predictable and are typical caused in the usages according to agreement.
c) All the limitations of liabilities which are a
part of our general
commercial specifications are not valid for the following:
aa) Personal Injury,
bb) Damages which arise due to lacks in
specifications we guaranteed,
cc) Pretentions of the product liability act
10. Written form,
partial ineffectiveness
a) Changes, attachments or the amicable
cancellation of this contract
should be preferably carried out in written form. Notifications made
through fax
or other electronic transmissions fulfill the demands for legal
validity.
The same applies for other declarations of contracting party that are
required
for statements, protection or exercise of rights, particularly notice
of
defects, deadlines or one-side declaration of rescission.
b) If one clause within the herein sales
specifications becomes effect
less and null, the validity of other requirements shall not be affected
from
this condition.
c) In case of having one or more clauses within
this agreement enclosed
our general commercial specifications invalid, the parties of the
agreement
shall decide for an arbitration which is associated with a legally
alternative
arrangement.
11. Place of execution,
Jurisdiction
and the Applicable Law
a) The place of execution for the purchaser as well
for our liabilities
is
b) The court of jurisdiction for any disputes
coming from and in
connection with this agreement is
c) Concerning all the legal relations between us
and the purchaser,
Federal Republic of Germany shall be valid. UN-agreement (CISG) about
the
agreements concerning the
International trade of goods is considered invalid.
