General Terms and Conditions Beck & Co. Industriebedarf GmbH & Co. KG
1.1 The following conditions apply to all contracts and deliveries of Beck & Co. Industriebedarf GmbH & Co. KG, insofar as they have not been changed with express consent. Deviating general terms and conditions of the buyer shall only apply if we expressly agree to them.
2. QUOTATION AND SCOPE OF SUPPLY
2.1 Offers are subject to confirmation. The documents belonging to the offer, such as illustrations, drawings, weight and dimensional data are only approximate values, unless they are expressly designated as binding. Provides the Beck & Co. Industriebedarf GmbH & Co. KG, drawings or technical documents concerning the technical purchase item to be delivered shall remain the property of the seller.
2.2 The order signed by the buyer is a binding offer. The sales contract is concluded when Beck & Co. Industriebedarf GmbH & Co. KG has confirmed the order of the specified object of purchase within two weeks in writing or has delivered the object of purchase. However, the seller is obliged to inform us in writing of any rejection of the order immediately after clarification of the deliverability.
2.3 We reserve the right to make changes to the design and form of the delivery item, provided that the delivery item has not been significantly changed, the intended use is not restricted and the changes are reasonable for the purchaser.
- PRICES AND TERMS OF PAYMENT
3.1 Our prices are cash sale prices and are net cash on collection.
3.2 For shipments ex stock we charge delivery costs.
3.3 Our minimum invoice amount is EUR 75, -. Should smaller quantities be dispatched at the express request of the customer, we reserve the right to charge a surcharge for smaller quantities.
3.4 In the case of delivery ex works, unless we have expressly promised fixed prices, we shall be entitled to determine prices in accordance with the conditions of the price list of the respective supplier’s works valid on the day of delivery, plus all ancillary charges.
3.5 In the case of credit purchase, we are entitled to charge a surcharge to cover the administrative costs incurred.
3.6 Our invoices shall be payable net immediately, without discount, in deviation from the statutory provisions. Any additional terms of payment must be agreed in writing. Deductions not agreed upon will not be accepted.
3.7 Prices do not include packaging, freight and transport insurance, unless expressly agreed otherwise.
3.8 Rediscountable bills of exchange shall only be accepted by mutual agreement if the term of three months is not exceeded. Bills of exchange and cheques are always only accepted for payment, not in lieu of payment. In the event of a protest against a cheque or bill of exchange, the seller may demand immediate cash payment by returning the cheque or bill of exchange.
3.9 If the buyer is in default of payment, we are entitled to charge interest at the rate of 8 % above the respective base interest rate to entrepreneurs and 5 % above the respective base interest rate to final consumers. In the event of proof of a higher rate of interest payable by us to our bank, we shall be entitled to charge this interest rate.
3.10 All our claims shall become due immediately, irrespective of the term of any accepted and credited bills of exchange, if a payment date is not met or if the buyer violates other contractual agreements or if we become aware of circumstances that are likely to reduce the buyer’s creditworthiness. Furthermore, in such a case we shall be entitled to execute outstanding deliveries only against advance payment or security and to withdraw from the contract after unsuccessful expiry of a reasonable period of time and/or to demand compensation for damages in the event of culpability.
3.11 The Buyer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by the Seller. Furthermore, he is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
3.12 In deviation from §§ 366,367 BGB (German Civil Code), a payment by the buyer will be set off against the oldest claim first.
3.13 The Seller shall be entitled to assign the claims arising from the business relationship.
- DELIVERY PERIOD
4.1 Delivery periods and delivery dates shall be deemed to have been agreed only approximately, unless the Seller has expressly given a written promise as binding.
4.2 The delivery period shall be extended appropriately in the event of force majeure, industrial disputes, unrest, official measures, failure to deliver from our suppliers and other unforeseeable, unavoidable and serious events for the duration of the disruption. The seller is obliged, within the bounds of reasonableness, to provide the necessary information without delay and to adjust his obligations to the changed circumstances in good faith.
4.3 Partial deliveries shall be permissible to a reasonable extent and in the event that this appears to be advantageous for speedy processing.
4.4 With the provision of the goods at the agreed place of delivery by the seller, the risk is transferred to the buyer.
4.5 The lapse of certain delivery periods and dates does not release the buyer, who wishes to withdraw from the contract or demand damages for non-performance, from setting a reasonable additional period of time, normally 14 days, to render the service and declare that he will refuse the service after expiry of this period. If only slight negligence on the part of the seller is present, the compensation is limited to the additional expenditure for a covering purchase or a substitute performance.
- TRANSFER OF RISK
5.1 The risk shall also pass to the customer in the case of freight-free delivery and shipping ex manufacturer:
for all deliveries when they have been delivered or collected.
At the customer’s request and expense, Beck & Co. Industriebedarf GmbH & Co. KG against the usual transport risks.
5.2 If dispatch, delivery or handover is delayed for reasons attributable to the customer or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.
- COMPLAINT, WARRANTY AND GUARANTEE
6.1 We shall be liable for defects in the delivery – except for warranted characteristics or culpable breach of essential contractual obligations – to the exclusion of further claims as follows:
- a) For all goods, the statutory warranty obligations shall apply from the transfer of risk. The warranty period for commercial and/or professional use is 12 months. If repairs or subsequent deliveries are made within the scope of the warranty, this does not trigger a new start of the warranty period.
- b) The warranty period for used goods is 12 months from the transfer of risk in the case of private use, for commercial and/or professional use the warranty is excluded.
6.2 The buyer shall inspect the goods received without delay for defects, condition and warranted characteristics. Obvious defects must be reported to the seller in writing within 14 calendar days, otherwise the goods shall be deemed to have been approved, unless we or our vicarious agents are guilty of fraudulent intent. The period begins with the receipt of the goods by the buyer.
6.3 §§ 377,378 HGB (German Commercial Code) shall remain unaffected in the case of bilateral commercial transactions between merchants.
6.4 If the buyer detects defects in the goods, he may not dispose of them, i. e. they may not be divided, resold or further processed until an agreement has been reached for the settlement of the complaint, or an evidence preservation procedure has been carried out by an expert appointed by the Chamber of Trade or Chamber of Industry and Commerce at the buyer’s registered office.
6.5 Damage in transit must be reported to the seller immediately. The necessary formalities shall be settled by the buyer with the carrier. Insofar as customary commercial breakage, shrinkage etc. remain within reasonable limits, this cannot be objected to.
6.6 In the event of a justified complaint, the Seller may choose between repair of defective goods or replacement delivery.
6.7 If the seller allows an appropriate period of grace granted to him to lapse without remedying the defect or delivering a replacement or if it is impossible for him to remedy or make a replacement delivery, fails or is refused by the seller, the buyer, who is not a consumer, shall only be entitled, to the exclusion of all further claims, to exercise only the right, in accordance with Sections 440,323,326, para. 1 of the German Civil Code (§§ 440,323,326, para. 1). S. 3 BGB to withdraw from the contract or to reduce the purchase price in accordance with § 441 BGB.
6.8 The warranty does not extend to damage caused by normal wear and tear, faulty installation and assembly work or faulty commissioning to the extent that we are not at fault, faulty or negligent handling or maintenance, improper use and non-observance of the installation or operating instructions and the relevant standards. The warranty does not extend in particular to the wear and tear of wearing parts. Wearing parts are all rotating parts, all drive parts and tools. The warranty claims shall also lapse if modifications or repairs are carried out without our approval by the customer or a third party.
6.9 If the buyer does not give us the opportunity and appropriate time to convince ourselves of the defect and, if necessary, to carry out the necessary supplementary performance (remedy or replacement delivery), all claims for defects shall lapse.
6.10 Further claims of the buyer, in particular due to the absence of warranted characteristics or due to damages which have not occurred on the delivery item itself, are excluded to the extent permitted by law.
- LIMITATION OF LIABILITY
7.1 The Seller shall be liable in the event of intent, gross negligence and breach of essential contractual obligations as well as in the event of the absence of warranted characteristics. Claims not expressly granted in addition to these terms and conditions are excluded, but in any case limited to foreseeable damages at the time of conclusion of the contract and limited to the value of the delivery.
7.2 Insofar as the Seller’s liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, employees, legal representatives and vicarious agents. In cases of gross negligence by simple vicarious agents, the seller is liable for compensation of the typically foreseeable damage.
7.3 The statutory regulations on the burden of proof remain unaffected by this.
7.4 The regulation does not apply to claims arising from the Product Liability Act or in cases of incapacity or impossibility.
- RETENTION OF TITLE
8.1 The Seller retains title to the purchased item until all payments under the delivery contract have been received.
8.2 If the goods subject to retention of title are processed by the buyer into a new movable object, the processing shall be carried out for the seller without him being obliged to do so. The new item becomes the property of the seller. In the event of processing together with goods not belonging to the Seller, the Seller shall acquire co-ownership of the new item in proportion to the value of the reserved goods to the other goods at the time of processing. If goods subject to retention of title are combined, mixed or mixed with goods not belonging to the seller in accordance with §§ 947,948 BGB, the seller becomes co-owner in accordance with the statutory provisions. If the buyer acquires sole ownership by combining, mixing or blending, he shall already now transfer co-ownership to the seller in accordance with the ratio of the value of the reserved goods to the other goods at the time of combining, mixing or blending. In such cases, the buyer shall hold in safe custody free of charge the goods which are owned or co-owned and which are deemed to be reserved goods within the meaning of the above provisions.
8.3 If goods subject to retention of title are sold alone or together with goods not belonging to the Seller, the Buyer hereby assigns the claim arising from the resale in the amount of the value of the goods subject to retention of title, together with all ancillary rights and priority, from the remainder; the Seller accepts the assignment. The value of the goods subject to retention of title is the invoice amount of the seller plus a security surcharge of 10 %, which, however, is not taken into account if rights of third parties are opposed to it. If the resold goods subject to retention of title are in the co-ownership of the seller, the assignment of the claim extends to the amount corresponding to the seller’s share of the co-ownership.
8.4 The buyer is obliged to treat the object of sale with care as long as the object of purchase has not become the property of the buyer. In particular, he is obliged to insure them sufficiently at his own risk against fire, water and theft at replacement value. Insofar as maintenance and inspection work is required, the buyer must carry out such work in good time at his own expense.
8.5 The Seller authorizes the Buyer to collect claims assigned to the Seller subject to revocation. The seller will not make use of his own collection authority as long as the buyer fulfils his payment obligations, also vis-à-vis third parties. At the Seller’s request, the Buyer shall name the debts of the assigned claims and also notify the Seller of the assignment itself.
8.6 The Buyer shall inform the Seller without delay of any enforcement measures by third parties in respect of the reserved goods or assigned claims and shall hand over to the Seller the documents necessary for the objection.
8.7 With the cessation of payment, application for insolvency proceedings, judicial or extrajudicial settlement proceedings, the right to resell, use or install the reserved goods and the authorization to collect the assigned claims expires. In the event of a cheque or bill of exchange protest, the direct debit authorization also expires. This does not apply to the rights of the insolvency administrator.
8.8 The Seller shall be entitled to demand appropriate securities for the proper fulfilment of the Buyer’s obligations. If the value of these securities exceeds the claims to be secured by more than 20 %, the seller is obliged to retransfer or release them at his discretion.
9.1 Goods in stock of less than €25 will not be taken back and a redemption fee of 15% of the net value of the goods will be charged for all other items in stock, up to a maximum of €25, if Beck & Co. Industriebedarf GmbH & Co. KG is.
9.2 For ordered goods, 25 % of the cost of redemption will be retained on the net value of the goods, if there is no fault of Beck & Co. Industriebedarf GmbH & Co. KG is.
9.3 Return is only possible after prior approval by the seller.
9.4 Special designs are generally excluded from return.
10.1 The Buyer is hereby informed that the Seller processes the personal data obtained within the scope of the business relationships in accordance with the provisions of the Federal Data Protection Act.
- VENUE / PLACE OF JURISDICTION
11.1 Unless otherwise specified in the purchase contract or order confirmation, the registered office of Beck & Co. Industriebedarf GmbH & Co. KG place of performance.
11.2 The place of jurisdiction for all legal disputes, including those relating to bills of exchange and cheques, shall be the registered office of the seller if the buyer is a merchant, a legal entity under public law or a special fund under public law. The seller is also entitled to sue at the principal’s place of business.
- FINAL PROVISIONS
12.1 The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany.
12.2 German law shall also apply exclusively to deliveries abroad. The validity of the UN Convention on Contracts for the International Sale of Goods is waived.
12.3 When our customers export our goods to areas outside the Federal Republic of Germany, the seller assumes no liability if our products infringe the industrial property rights of third parties. The buyer is obliged to compensate for the damage caused by us as a result of the export of goods which are not expressly delivered by us for export.
12.4 Should individual points be legally ineffective or should there be a gap in the contract, this shall not affect the validity of the remaining provisions.
12.5 If in the case of non-merchants the wording of individual points should contradict the legal provisions, then the statutory provisions shall apply to these points while the points of the contract which are not affected by this shall continue to apply.
Last update: November 2016