Translation to English
This translation is a translation of the Terms and Conditions in German. Based on the legal situation in Germany, we point out, that only the German version is legally binding. Nevertheless, we always try to keep the English version currently.
General conditions of sale
§1 Area of Validity
1. These conditions of sale apply solely to companies, legal entities under public law or public special funds within the meaning of § 310 paragraph 1 BGB (German law). Opposing or deviating from our sales conditions of the customer will only be recognized if we expressly agree to your application in writing.
2. This sale conditions also apply to all future business with the customer as far as it is related legal transactions
§ 2 Offer and conclusion of contract
If an order is regarded as an offer according to § 145 BGB (German law), we may accept it within two weeks.
§ 3 Submitted Documents
At all documents we are sending you as an E-Mail or on paper, we reserve ownership and copyright. These documents may not be disclosed to third parties, unless we give the customer our express written consent . If we do not accept the offer within the time limit of § 2, these documents are returned to us immediately.
§ 4 Prices and Payment
1. Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus VAT at the applicable rate. Packaging costs are invoiced separately.
2. The payment shall be made only to the specific account which is mentioned on the billing.
3. Unless otherwise agreed, the purchase price must be paid within 21 days after delivery late payments shall be annum amounting to 8% above the base rate (See Appendix 1). The assertion of a higher amount in case of a payment delay is reserved.
4. Unless a fixed price agreement has been made , reasonable price changes are reserved due to changes in labor, material and distribution costs for deliveries made 3 months or later after conclusion.
§ 5 right of retention
To exercise a lien, the buyer is only insofar authorized as his counterclaim is based on the same contractual relationship .
§ 6 Delivery time
1. The beginning of the delivery period presupposes the timely and proper fulfillment of the purchaser's obligations . The exception of the unfulfilled contract remains reserved.
2. If the buyer is in default of acceptance or culpably violates other obligations to cooperate obligations, we are entitled to demand damages in this respect, including any additional expenses. Further claims remain reserved. If conditions, which are written above, are fulfilled, the risk of accidental loss or accidental deterioration of the goods is at the time transferred to the purchaser, in the case of default in acceptance or payment.
3. We shall be liable in the event of which we are not intentional or grossly negligent induced delay in delivery for each completed week of delay in the context of a lump- sum compensation in the amount of 3 % of the contract value, but with a maximum of not more than 15 % of the contract value.
4. Further legal claims and rights of the purchaser remain due to a delay in delivery unaffected.
§ 7 passing of the risk by delivery
If the goods are shipped on the Purchaser's request , so goes with the dispatch to the customer , so the risk of accidental loss or accidental deterioration of the goods goes to the buyer at the point the package leaves NectOne.This applies irrespective of whether the goods are shipped from the place of fulfillment or who bears the freight costs .
§ 8 Reservation of proprietary rights
1. We reserve all property rights of the delivered goods until full payment of all claims from the contract. This also applies to all future deliveries, even if we do not always refer to this. We are entitled to the purchased item be withdrawn if the purchaser breaches the contract.
2. The buyer is obliged to treat the good with care, as long as the ownership has not been transferred to him. In particular, he is obliged to insure them against theft, fire and water damage at the new value.
Should maintenance and inspection work is necessary, the Purchaser shall execute them on his own expense. As long as ownership has not been transferred, the purchaser must inform us immediately if the delivered goods are seized or other interference by third parties to us. If the third party is unable to reimburse us for the judicial and extrajudicial costs of action under § 771 ZPO (German law), the customer is liable for the loss incurred.
3. The processing or transformation of the goods by the customer is always in our name and on our behalf. In this case, the expectant right of the customer continues to the goods on the transformed object. If the purchased goods are processed with other items which are not our property, we acquire joint ownership of the new item in proportion of the objective value of our goods to the other processed items at the time of processing. The same applies to the case of mixing. If the mixing is done in such a way that the purchaser's item is regarded as the main thing is agreed that the customer transfers proportionate co-ownership and hold the sole or joint ownership for us. To secure our claims against the purchaser of the purchaser also accedes such claims to us to it by the connection of the goods grown with a plot against a third party; we accept this assignment already now.
4. We commit ourselves to release the securities due to us at the purchaser's request, if their value exceeds the claims to be secured by more than 20%.
§ 9 Warranty and complaints and recourse
1. warranty rights of the purchaser assume that his obligation under § 377 HGB (German law) inspection and complaint properly fulfilled.
2. Warranty claims expire 12 months after delivery of the goods supplied by us to our customer. Claims for damages for gross negligence or injury to life, body and health caused by an intentional or negligent breach of duty of the user, the statutory period of limitation applies. (based on German and European law) As far as the law prescribe longer periods, these periods apply. Any return of the goods our consent must be obtained.
3. If, despite all due care, the delivered goods contain a defect that already existed at the time of transfer of risk, we will ship the goods , subject to timely notice under our option repair or replace the goods.We must always be given the opportunity to remedy within a reasonable time limit . Recourse claims remain unaffected without restriction of the above regulation.
4. If the remedy fails, the customer - regardless of any compensation claims – can withdraw from the contract or reduce the remuneration.
5. The warranty does not include minor deviation from the agreed quality, of only minor impairment of usefulness, of natural wear and tear and damage arising after the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable arise foundation soil or from particular external influences which are not assumed under the contract. If made by the purchaser or third party improperly repairs or modifications, there are no claims for these and the resulting consequences.
6. Claims of the Purchaser shall have the purpose of supplementary performance, in particular transport, travel, labor and material costs are excluded if the expenses increase because the goods delivered by us subsequently transported to a place other than the premises of the purchaser has been spent, unless the transfer corresponds to the intended use.
7. rights of recourse against us exist only insofar as if the customer has made with its customers exceeding the mandatory statutory warranty claims agreements.
§ 10 Miscellaneous
1. This contract and all legal relationships are subject to the laws of the Federal Republic of Germany, excluding the CISG.
2. Place of performance and exclusive jurisdiction for all disputes arising from this contract is our place of business.
3. All agreements made between the parties for the purpose of performing this contract are stipulated in writing in this contract.