General terms of business
General terms of business of
§ 1 Scope
1. Our deliveries and services are exclusively provided on the basis of the terms and conditions below. They will apply to all current and future business transactions between us and the customer without any need for further express agreement hereto.
2. Deviating, contradicting or supplementing general terms of business of the customer will not become integral parts of the contract, even if they are known to us, unless we expressly confirmed their validity in writing. Our terms of business will also apply, if we make unconditional deliveries to the customer, even being aware of the customer’s contradicting conditions or conditions deviating from our own terms of business.
§ 2 Delivery deadlines, obligation to perform
1. Our offers are subject to change without notice. Technical changes as well as alterations affecting such aspects as the form, the colour and/or the weight differences will be permitted within limits that are reasonable for the customer.
2. By ordering the products, the customer bindingly his wish to purchase the products. We will be entitled to accept the contractual offer made in the order within four weeks from the date of the order.
3. For the acceptance, the scope and the execution of the delivery, only the agreements made or confirmed in writing or by fax will apply. Agreements made by telephone or any other side agreements will require the written consent by the parties to become effective.
4. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we will be entitled to demand compensation for losses incurred, including any additional expenditure. We reserve the right to make further claims.
5. If the customer is an entrepreneur as defined by § 14 BGB (German Civil Code), the provisions of § 312e Section 1 Phrase 1 No. 1-3 and Phrase 2 BGB will not apply.
6. Conclusion of the contract will be subject to the reservation of correct, complete and punctual delivery by our suppliers. This will only apply in the event that we are not responsible for the non-delivery, wrong or late delivery and we have concluded a congruent hedging transaction with our supplier. The customer will immediately be informed of the non-availability of the products/service and reimburse all payments already made up to this point, unless the obstacle was already identifiable when the contract was concluded.
7. We will be entitled to make partial deliveries. Partial deliveries will be invoiced immediately.
8. If the performance we are required to render is only defined by its class, we will only be obliged to deliver. If we are not obliged to deliver in this context, we will immediately notify the customer in accordance with § 2 Section 7 Phrase 3 of these terms of business and immediately reimburse any counter-performance.
§ 3 Reservation of title
1. In case of contracts concluded with customers, we retain the ownership of the products until full payment of the purchase price has been made. In case of contracts with entrepreneurs, we reserve the right to retain the ownership of the products until full payment of all outstanding accounts from ongoing business relations has been made, for whatever legal grounds (reserved goods).
2. The customer undertakes to inform us immediately of any seizure of the goods by third parties e.g. by pledging, or if the goods are damaged or destroyed. In addition, the customer undertakes to notify us of any change of ownership of the good or change of his own registered office.
3. Subject to revocation, the customer will have a revocable right to resell the goods in the proper course of business. With immediate effect, the customer assigns to us all claims at the amount of the invoice resulting from the resale against third parties. We herewith accept such assignment. Subject to revocation, the customer is entitled to collect the claims in his own name and for his own account. We reserve the right to revoke the customer’s direct debit mandate and to collect the claims ourselves, if the customer does not properly meet his payment obligations, in particular if his payment is delayed.
4. In the event of revocation in accordance with the above provisions, the customer undertakes to notify third parties of the assignment of the joint property and/or the assignment of the claims and to provide us with all documents required for the collection of the claims.
5. In the event of payment by bill or cheque, our claim as to the reservation of title will only be regarded as being fully settled, if bills or cheques have been cashed and the respective amounts been credited to our account. Amount of our invoice value for reserved goods. For the sale of goods to which we have joint property rights, assignment will be limited to the proportion of the joint property right.
6. Insofar as the customer is entitled to claims against third parties, in particular insurance companies, for damage, diminution, loss or destruction of reserved goods, the customer will assign these rights and all additional rights to us to the amount of our claim with immediate effect. We herewith accept such assignment.
§ 4 Remuneration, delayed payment, setoff
1. Prices quoted to entrepreneurs are net plus the applicable rate of VAT on the date of delivery.
2. If major cost factors change (in particular wages, material, energy, costs resulting from legal provisions), we will be entitled to accordingly adjust the prices for deliveries to entrepreneurs, if the period between order and proper delivery exceeds 4 months.
3. All prices are ex warehouse and will not include additional costs, in particular shipping costs, packaging or insurances.
4. In not agreed otherwise, the customer undertakes to pay the invoice price after receipt of our goods and the invoice within 14 days without any deductions. After expiry of this deadline the customer will fall into arrears with his payment without requiring a particular reminder.
5. We, GeoCollect® GmbH · Max-Brauer-Allee 218 · 22769 Hamburg
GeoCollect® GmbH · Max-Brauer-Allee 218 · 22769 Hamburg · Tel +49-22633060 · Fax +49-226330666 · E-mail: email@example.com
www.geocollect.de · Managing director: Wolfgang Seifert · Commercial register: Amtsgericht (Local Court) Hamburg · HRB: No. 132417
Bank: DKB Bank · Account no. 102 010 9144 · Bank code: 120 300 00 · Finanzamt (Tax Office) Regensburg · VAT ID: DE 815 332 719 · TAX No.: 244/127/30808
are entitled to charge interest at 8% above the basic interest rate for the debt of entrepreneurs during the period of delayed payment. Assertion of further damage shall not be excluded hereby.
§ 5 Security provision
1. In the event of delayed payment by a customer we will be entitled to withhold other (partial) deliveries to the customer.
§ 6 Transfer of risk, purchase to destination
1. If the customer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods will, in case of purchase of destination, be transferred to the buyer via the forwarder, the freight carrier or any other individual or organisation charged with the execution of the dispatch. This also applies to free delivery.
2. Default of acceptance will be deemed equivalent to handover.
§ 7 Rights regarding defects
1. Only our immediate customers will have rights regarding defects against us and such rights will not be assignable.
2. If the customer is an entrepreneur, the goods must be inspected immediately upon receipt and we have to be notified in writing of possible damage immediately – in case of obvious damage within a deadline of 8 days; otherwise the goods will be considered as accepted and the assertion of rights from defects will be excluded.
3. Timely dispatch of the defect claim in accordance with Section 2 of this provision will suffice to meet the deadline.
4. If the customer is an entrepreneur, we will initially, at our option, provide warranty either for remedy of the goods or for replacement delivery (subsequent fulfilment).
5. If subsequent delivery fails, the customer may basically require reduction of the remuneration (reduction) or cancellation of the contract. In the event of insignificant contractual violation, in particular in case of limited defects, the customer will not have the right to cancel the contract.
6. If the customer opts for cancellation of the contract after unsuccessful subsequent fulfilment due to a legal or material fault, he will not be entitled to any additional compensation for defects.
7. Claims by the customer for compensation of damage, also for compensation concerning damages not incurred on the object of the delivery itself, will be excluded, except in case of gross negligence or intent by us, or if the customer claims for compensation of damage due to a guarantee granted by us or a defect fraudulently concealed by us.
In such cases, the duty to compensate will be limited to foreseeable and typically occurring damage.
We will not be liable for building site standstills. In case of culpable violation of any essential contractual obligation, our liability will also be limited to foreseeable, typically occurring damage. We will not be liable to contractors in a case of minor negligent infringement of non-essential contractual obligations. This also applies to our consulting services in word, writing and any other way. In particular, by this consultation, the customer will not be exempted from the necessity of verifying the suitability of the object of delivery manufactured by us for the intended purpose.
8. If the customer is an entrepreneur, public statements, advertising or promotional statements by us or the manufacturer may not be regarded as contractually agreed product specifications.
9. The content of any text certificates may not be regarded as a warranty of an agreement to specifications.
10. Unless otherwise stipulated above, our liability will be excluded.
§8 Joint liability
1. Any additional liability for damages than the one provided in § 7 will be excluded – irrespective of the legal nature of the claim made.
2. Insofar as our compensatory damage liability is excluded or limited,
this will also apply to the personal compensatory damage liability of our employees, workers, staff members, representatives and vicarious agents.
3. The liability limitations of Section 1.) and 2.) of the above provisions will not apply to claims of the customers from loss of life, physical injury or impairment of health.
§ 9 Final provisions
1. The laws of the Federal Republic of Germany will apply. Place of jurisdiction will be the company’s registered office.
2. If certain provisions of this contract are overruled by superior rights or legislation, the other provisions will still remain valid.