GTC


General delivery conditions for Purchase Contracts, Contracts for Works and Contracts for Labour and Material of the GfG Dortmund

§ 1 General Information

  1. The following terms apply exclusively for all contracts concluded with the company GfG.
  2. The General Terms of the company GfG apply in their correspondingly applicable version also for follow-up businesses, without the need for expressively mentioning or agreeing them upon conclusion of the contract.
  3. The company GfG herewith disagrees to any contrary, deviating or additional terms of the customer with reference to his terms and conditions; deviating terms of the customer are only applicable if they have been confirmed by the company GfG in writing.
  4. Our terms only apply to any business relations with companies as defined in § 14 para. 1 German Civil Code (BGB) as well as with legal persons under public law.

 

§ 2 Quotations, Orders

  1. The quotations of the company GfG as well as the prices, delivery options and delivery terms communicated in catalogues, brochures or other printed matters or in any other way are always non-binding.
  2. The documents such as illustrations, drawings, weights, performance data in brochures and data sheets delivered in the quotations do not include any assurances of properties, but simply performance specifications.
  3. If the order is to be qualified as an application for the conclusion of a contract, the company GfG will reserve a term of acceptance of four weeks.
  4. Orders of the customers are only considered as accepted when the company GfG confirmed them in writing. If the company GfG does not confirm in writing an oral contract or a contract concluded by phone, the invoice issued by the company GfG will be considered as a confirmation.

 

§ 3 Prices

  1. The prices of the company GfG are in Euros ex works plus the corresponding VAT, excluding packaging, freight, customs, insurance and assembly which are going to be invoiced separately.
  2. For all orders - including purchase orders on call as well as successive delivery contracts - in which a delivery term of more than four months after conclusion of the contract has been agreed, it is possible to demand the prices and ancillary costs applicable at the date of delivery.
  3. If any additional or increased fees or taxes arise between the conclusion of the contract and the delivery due to modified legal norms - in particular customs, sales taxes - the company GfG is entitled to invoice such fees and taxes.
  4. For new orders of the same customer, the company GfG will not be bound to the previously quoted prices.The decisive criterion are the prices and terms mentioned in the order confirmation.

 

§ 4 Delivery Terms

  1. The mentioned delivery dates or delivery terms are always unbinding, unless it was expressively agreed in writing.
  2. When agreeing a delivery time, the compliance with the term requires the timely receipt of all documents to be delivered by the customer, required authorisations, approvals, the timely clarification and approval of the plan as well as, if applicable, the compliance with the agreed payment terms and other obligations. If these conditions are not complied with in time, the delivery term will be appropriately extended.
  3. Furthermore, our delivery obligation is always subject to the fact that we ourselves will be supplied in at a timely and proper manner.
  4. The term is regarded as being complied with - in case of a delivery without installation or assembly - if the shipment which is ready for dispatch is being sent or picked up within the agreed delivery or performance deadline. If the delivery is delayed due to reasons for which the customer is responsible, the term will be regarded as being complied with upon notification of the readiness for dispatch within the agreed term or upon the execution of services as soon as they have been performed within the agreed term.
  5. Delivery impediments due to force majeure or because of unforeseeable events that are out of the control of the company GfG, including, among other breakdowns, strike, lockout, Government ordinances, subsequently effected cessation of export or import possibilities as well as our reservation in relation to our own supply according to paragraph 3 shall for the duration and extent of their effects, exempt the company GfG from the obligation to observe the previously agreed delivery times.
  6. If the agreed delivery time has exceeded and unless there is no delivery impediment referred to in the above paragraph 5, then the customer of the company GfG has to specify a reasonable grace period of at least two weeks. If the company GfG culpably does not comply with this grace period then the customer shall be authorized to withdraw from the contract; however, the customer shall not be authorised to enforce claims for damages arising from non-fulfilment or arrears, except in the case of intent or gross negligence on the part of the company GfG.

 

§ 5 Dispatch

  1. The deliveries of the company GfG are generally affected ex works as well as at the risk and for the account of the customer. This also applies in the case of freight paid shipments incl. assembly and does not depend on which type of transportation has been is used.
  2. Any transport insurance shall be provided only upon express demand of the customer. Any costs arising therefrom shall be at the expense of the customer only.
  3. The selection of the place of dispatch and the transport route and the type of transportation shall, in the absence of any written agreement dictating otherwise, be subject to reasonable discretion of the company GfG and be without liability for the cheapest and fastest transportation.
  4. Where a delivery is ready to be shipped and if there is any delay in the shipment for reasons the customer is responsible for, and / or in the case delay of acceptance on behalf of the client, or the damaging of any cooperative obligations, the risk of a chance loss or a chance deterioration of the item for delivery passes over to the customer at the time of the receipt of our written notice that the goods are ready for shipment or at the time at which is in default of acceptance or of payment. In this case, the company GfG will store the goods at the customer‘s expense and risk. The customer shall bear the risk of storage and safe custody.
  5. If the dispatch or delivery is delayed at the customer‘s request, the company GfG is entitled to invoice warehouse charges amounting to 0.5% of the invoice amount for each commenced month, beginning one month after notification of the readiness for shipment; the warehouse charges are limited to 5 %, unless higher costs can be proven.
  6. The delivery item has to be accepted by the purchaser, even if there are differences in the delivery resulting from the order processing.
  7. The company GfG shall have the right to reasonable delivery in instalments.

 

§ 6 Duties of Inspection and Complaints

  1. The customer is obliged to check the goods immediately upon their receipt regarding quantity, quality as well as warranted characteristics. The complaint needs to be performed until the end of the working day, which follows the delivery of the goods or their acceptance. In the event of an objection to a hidden defect which, despite a first inspection has remained undiscovered, a different deadline regime shall apply. After this, the complaint must reach us until the end of the fifth working day following the finding.
  2. The complaint must be submitted in writing to the company GfG within the above time limits. It has to clearly state the kind and extent of the alleged defect. The customer is obliged to keep the rejected goods ready for inspection at the site of examination so that we, our suppliers or experts appointed by us may inspect them.
  3. Goods which have not been properly complained are considered to be approved and accepted.

 

§ 7 Warranty, Limitation of Liability

  1. If the notice of defects is justified, the company GfG is entitled to choose the form of required subsequent fulfilment (rectification or replacement delivery).
  2. The customer has no further rights and claims. In particular, the company GfG is not liable for loss of profit, for subsequent damages, that have not occurred on the delivered goods as such, as well as for any other financial losses of the ordering party. The foregoing limitations on liability do not apply,
    • for damages to life, body or health resulting from our own intentional or negligent violation of duties or resulting from an intentional or negligent violation of duties,
    • for damages, which are due to a grossly negligent breach of duty,
    • if and insofar the violated obligation which is indispensable for the attainment of the contract purpose (cardinal obligation) and the damage was foreseeable,
    • if we fraudulently conceal a defect or have assumed a guaranty for the condition of the delivery item as well as
    • for a liability in accordance with the German Product Liability Act.
  3. Liability shall be ruled out in the event of damages which arise as a result of wrongful or negligent operation and assembly, excessive stress, unsuitable operating equipment, electronic influences or similar actions. The warranty shall expire, if the delivered item has been treated or modified by the purchaser or a third party as well as when safety-relevant systems are being commissioned by unauthorised persons.
  4. Furthermore, consumables (e.g. sensors, batteries, filters) as well as wearing parts (accumulators, pumps, keyboards) are excluded from warranty.

 

§ 8 Payment

  1. Receivables of the company GfG are payable within 14 days after receipt of the invoice without any deductions, unless other payment terms have expressively been agreed.
  2. Cash discounts require separate written agreement. If a cash discount has been agreed, this agreement is only considered to be fulfilled, if the payment has been received on the account of the company GfG until the invoice due date. The company GfG is entitled, to reinvoice, to send a reminder or to charge incorrectly deducted discounts to the customer with the subsequent invoice.
  3. We accept drafts or cheques only due to a special agreement and only as conditional payment. Any related costs, in particular costs for the cash and discount shall be borne by the customer. The company GfG expressively reserves the right to reject drafts.
  4. If an invoice amount is not offset within 14 calendar days after the invoice date or on any otherwise stipulated due date, the company GfG shall be entitled, to charge interest for delay in the proven amount, but at no less than 9% above the basic interest rate, without the need for a specific reminder.
  5. If the customer is in default of payment to the company GfG or if there is a substantial deterioration of the financial circumstances of the customer, the company GfG is entitled to make all outstanding receivables from the business relationship with the customer immediately become payable and due, even if it has accepted a bill of exchange or cheque. The same applies if the customer ceases to have regular business operations, in particular, in cases of impounding and seizure, protests of notes or cheques or if payments are delayed or even stopped or if insolvency proceedings have been petitioned or for a procedure in accordance with the Insolvency Act. Furthermore, in this case, the company GfG is entitled to demand payments in advance or the provision of security as well as to withdraw from the contract. The right to assert further rights will be expressly reserved.
  6. The customer shall have no right to set off, retention or reduction, unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by the company GfG. The customer shall only be entitled to exercise a right of retention in so far as his counterclaim is based on the same contract.

 

§ 9 Retention of Title

  1. The goods delivered by the company GfG remain property of the company GfG, until the customer has paid all receivables resulting from the business relationship.
  2. The customer is entitled to sell the goods delivered by the company in the orderly course of business. The authority granted hereunder shall cease in the cases referred to in paragraph 5 above. Furthermore, the company GfG is entitled to withdraw the sales authority of the customer through written notice, if he is in default of fulfilment of his obligations towards the company GfG and in particular with his payments or if other circumstances become known, which cause his credit worthiness to appear doubtful.
  3. For the right of the customer to process the goods delivered by the company GfG, the terms mentioned in paragraph 2 apply accordingly. By processing the goods the customer does not gain ownership in the completely or partially produced goods; such processing is undertaken without consideration exclusively on behalf of the company GfG as a manufacturer under § 950 German Civil Code (BGB). Should the retention of title of the company GfG becomes extinct due to any circumstances, the customer and the company GfG shall already now agree/ shall agree at the moment, that the title to the goods shall upon their proceeding pass to the company GfG, the company GfG shall accept such transfer and that customer shall remain the products‘ depositary free of charge.
  4. If the conditional goods of the company GfG are processed with goods being under third party ownership yet or mixed in separately, then the company GfG shall acquire co-ownership in the new products or mixed stock. The scope of the joint ownership results from the relationship of the invoiced value of the conditional goods delivered by the company GfG and the invoiced value of other goods.
  5. Goods, in which the company GfG acquires ownership or co-ownership pursuant to the paragraphs 3 and 4 above, shall be considered, as well as goods delivered by retention of title to ownership pursuant to paragraph 1 to be conditional goods as contemplated by the provisions set forth hereunder.
  6. The customer shall be authorised, to collect any receivables arising from the resale of goods. Such authorisation for collection shall become void, if the customer is no longer maintaining his business operations properly as defined in the regulation § 8 para. 5. Furthermore, the company GfG can withdraw the authorisation for collection of the customer, if he is in default in fulfilling his obligations towards the company GfG, in particular with his payments or if other circumstances become known, which cause his credit worthiness to appear doubtful. Should such a collection authorisation become void or be revoked by the company GfG, the customer shall notify the company GfG, upon its request, the debtors of the assigned claim without any delay and to provide the company GfG with such documents as they are necessary to obtain the information required.
  7. To the extent as the receivables of the company GfG shall undoubtedly be secured through the assignment and retention by more than 120 % (one hundred and twenty percent), and surplus or receivables and / or goods delivered under retention of title shall, upon demand of the customer, be released in accordance with the choice of the company GfG.
  8. The customer shall be authorised, to collect any receivables arising from the resale of goods. Such authorisation for collection shall become void, if the customer is no longer maintaining his business operations properly as defined in the regulation § 8 para. 5. Furthermore, the company GfG can withdraw the authorisation for collection of the customer, if he is in default in fulfilling his obligations towards the company GfG, in particular with his payments or if other circumstances become known, which cause his credit worthiness to appear doubtful. Should such a collection authorisation become void or be revoked by the company GfG, the customer shall notify the company GfG, upon its request, the debtors of the assigned claim without any delay and to provide the company GfG with such documents as they are necessary to obtain the information required.
  9. In cases where third parties access the goods subject to reservation of title of the company GfG or the receivables assigned to the company GfG, the customer is obliged to point out the property / the right of the company GfG and to immediately notify the company GfG. The customer shall bear the costs of an intervention.
  10. If the customer acts in a way contrary to the contractual obligations, in particular in the event of a default in payment, the customer is obliged on first demand of the company GfG to surrender any of the conditional goods being in his possession yet and to assign to the company GfG any possible surrender claims as they may exist towards third parties in relation to such conditional goods. The taking-back and seizure of the conditional goods by the company shall not constitute a withdrawal from the contract.
  11. In the cases of the § 8 para. 5 the company GfG can require the customer to disclose to the company GfG the receivables arising from the resale and according to § 8 para. 6 the receivables assigned to the company GfG and the parties liable. Subsequently, the company GfG is entitled to disclose the assignment at the choice of the company GfG.
  12. If payments are made by draft and cheque, the delivered goods remain property of the company GfG until they have been honoured on a secured basis and they have been credited to the account of the company GfG.

 

§ 10 Statute of Limitation

  1. The Customer‘s claims under the warranty become statute-barred within one year after the transfer of risk.
  2. Except for any damage claims of consumers as well as claims for damages due the injury to life, limb or health and / or claims for damages based on intentional or grossly negligent damages. The statutory terms of prescription shall apply insofar. The same applies in the event in which the company GfG is obliged to reimburse the costs which the customer has to bear towards a private consumer and / or a subcontractor in the delivery chain due to the sale of a new item for the purpose of the supplementary performance (§ 478 para. 2 German Civil Code BGB).

 

§ 11 Copyright, Confidentiality

  1. The company GfG shall retain all rights as to title and copyright in regard to all documents such as pictures, drawings, calculations, mock-ups and data and any other documents, which also remain unaffected by the transfer of the documents. The documents must not be made available to third parties.
  2. The obligation to maintain confidentiality shall in particular apply for such written documents which are marked as “Confidential”. Prior to forwarding them to third parties, the customer must obtain the express written confirmation of GfG.
  3. The customer is not entitled to reproduce or to copy the documents or the technical information without the express authorisation of the company GfG, nor to make them available to third parties or to forward and / or use such documents or information in any other way, which is contrary to the interest of the company GfG.
  4. However, the documents may be made available to those third parties to whom the company GfG has permissibly transferred the delivery and service. Drawings and other documents that are part of the offer shall be promptly returned, if the contract would not be awarded to the company GfG.

 

§ 12 Returns

  1. Returns of goods which cannot be attributed to a fault of the company GfG, will only be accepted in the original packaging until latest 6 months after delivery. Order-related produced, used or already processed goods are excluded from taking back. The return of goods shall be at Customer‘s expense and risk. A copy of the original invoice as well as all delivered test reports and inspection records need to be attached to the return. The reimbursement will be made after a corresponding receiving inspection performed by the company GfG; impairments remain reserved. For such returns of goods, the company GfG will invoice a fee of 20 % of the value of goods.

 

§ 13 Obligations resulting from the ElektroG (Electrical and Electronic Equipment Act)

  1. GfG guarantees the proper registration of the company GfG as a manufacturer regarding the electrical and electronic devices submitted to the customer, which are included in the German law regarding the placing on the market, the taking back and the environmentally sound disposal of electrical and electronic devices (Electrical and Electronic Equipment Act - briefly: “ElektroG”) dated March 16th, 2005. Furthermore, all these devices are marked according to phrase 1 in accordance with the legal requirements. The company GfG also guarantees the proper execution of the required notification obligation.
  2. The customer shall ensure that the devices will be properly disposed of in terms of § 11 fig. 1 in accordance with the specifications of the §§ 11, 12 of the Electrical and Electronic Equipment Act (ElektroG), if applicable by assigning third parties. Thus, the customer shall exempt the company GfG from all existing duties of disposal according to § 10 para. 2 of the Electrical and Electronic Equipment Act (ElektroG). Upon request, we offer to the customer to take back the devices according to fig. 1 ex works (Dortmund). Then, the company GfG will be responsible for the proper disposal in the above sense.

 

§ 14 Place of Fulfilment, Place of Jurisdiction, Applicable Law

  1. The place of fulfilment is Dortmund.
  2. Exclusive venue for disputes is the competent court for the registered office of the company GfG.
  3. German law shall apply to all deliveries and services. The application of the UN purchasing law will be excluded.