Terms and Conditions of Delivery and Payment
General Supply and Payment Conditions
I. Preamble Baublies AG ("we") is interested in a proper and friendly relationship to its business associates. Therefore, we base all our present and future business relationships, agreements and contracts on these General Supply and Payment Conditions. We do not accept any deviating or conflicting terms or conditions of any of our business associates, unless we expressly agree to them in writing. Our General Conditions shall also apply in cases where we execute orders or other deviating conditions of our business associates without reservation.
II. General Provisions
1. The parties shall confirm any agreements, representations, quality warrants arrangements and amendments to any contract or agreement without delay, in detail and in writing. Our offers are subject to confirmation and without engagement. We reserve the right to any reasonable technical modifications and alterations of design, color and/or weight.
2. Any order of goods submitted by the client (�Client�) is a binding offer to purchase such goods. We are entitled to accept the purchase contract offered by submitting the order within two weeks of the date of receipt of the same, either in writing or by delivering the goods ordered to the Client. If the Client orders goods using electronic means of communication, we will confirm the receipt of such order without delay. Such receipt shall not be deemed a binding acceptance of order; however, we are entitled to include an express declaration of acceptance with the receipt. Each contract shall be concluded subject to correct and timely deliveries of our suppliers, provided, however, that the relevant failure to deliver on time is not attributable to us, especially in cases where we have concluded covering operations with our supplier(s). If any contract cannot be performed as agreed, we shall inform our Client thereupon without undue delay. Considerations paid with regard to such unavailable performance shall be reimbursed without undue delay.
2. Any order of goods submitted by the client (�Client�) is a binding offer to purchase such goods. We are entitled to accept the purchase contract offered by submitting the order within two weeks of the date of receipt of the same, either in writing or by delivering the goods ordered to the Client. If the Client orders goods using electronic means of communication, we will confirm the receipt of such order without delay. Such receipt shall not be deemed a binding acceptance of order; however, we are entitled to include an express declaration of acceptance with the receipt. Each contract shall be concluded subject to correct and timely deliveries of our suppliers, provided, however, that the relevant failure to deliver on time is not attributable to us, especially in cases where we have concluded covering operations with our supplier(s). If any contract cannot be performed as agreed, we shall inform our Client thereupon without undue delay. Considerations paid with regard to such unavailable performance shall be reimbursed without undue delay.
III. Reservation of Title
1. We retain all titles and interest in and to the goods until all payable amounts pertaining to any current business relationship or contract have been fully paid.
2. The Client is obliged to handle the contracted goods with reasonable care.
3. Furthermore, the Client is obliged to inform us on any attachment placed on the goods such as liens and/or encumbrances or any damage to or loss of the contracted goods or parts thereof without undue delay. The Client shall inform us on any change of title, ownership or control of or to the goods as well as on any change of residence, address, place of business or company name.
4. In case of any violation of a contract or agreement by the Client, including the delay of payment or non-performance of the above obligations set out in this clause, we are entitled to cancel such contract or agreement and demand that the goods be returned.
5. The Client is entitled to resell the purchased goods in the ordinary course of business. He/she hereby assigns all claims amounting to the invoice amounts payable arising from the re-sale of goods and services to Third Parties. We hereby accept such assignment. Following the assignment, the Client is entitled to collect the amounts receivable. We reserve the right to collect the receivables on his/her part, as soon as the Client does not properly fulfill its payment obligations and is in delay of payment.
2. The Client is obliged to handle the contracted goods with reasonable care.
3. Furthermore, the Client is obliged to inform us on any attachment placed on the goods such as liens and/or encumbrances or any damage to or loss of the contracted goods or parts thereof without undue delay. The Client shall inform us on any change of title, ownership or control of or to the goods as well as on any change of residence, address, place of business or company name.
4. In case of any violation of a contract or agreement by the Client, including the delay of payment or non-performance of the above obligations set out in this clause, we are entitled to cancel such contract or agreement and demand that the goods be returned.
5. The Client is entitled to resell the purchased goods in the ordinary course of business. He/she hereby assigns all claims amounting to the invoice amounts payable arising from the re-sale of goods and services to Third Parties. We hereby accept such assignment. Following the assignment, the Client is entitled to collect the amounts receivable. We reserve the right to collect the receivables on his/her part, as soon as the Client does not properly fulfill its payment obligations and is in delay of payment.
IV. Pricing and Payment Conditions
1. The prices set forth are based on an ExWorks delivery and do not include costs for packaging, freight, transport, postage or insurance. Costs for packaging shall be invoiced to the Client. Price changes shall not apply, unless the agreed date of delivery is later than four months after the date of conclusion and the situation significant for the prices originally offered have changed during such term. In this case, the prices current on the date of delivery shall apply.
2. If the Client fails to pay the purchase price within 30 days after receipt of invoice or of an equivalent request for payment, the Client shall be deemed in delay even if we have not issued a written reminder. In case of such delay, we are entitled to interests at a rate of 5 % above the current prime rate as specified by European Central Bank on the amounts overdue as of the first day of delay. However, if we furnish evidence of damages in excess of such interests, such additional amounts shall also be paid by the Client.
3. The Client is not entitled to set-offs unless his/her counterclaims have become final or have been recognized by us. The Client is not entitled to any right of retention unless such right refers to the contract or agreement for which he/she wishes to exercise such right.
2. If the Client fails to pay the purchase price within 30 days after receipt of invoice or of an equivalent request for payment, the Client shall be deemed in delay even if we have not issued a written reminder. In case of such delay, we are entitled to interests at a rate of 5 % above the current prime rate as specified by European Central Bank on the amounts overdue as of the first day of delay. However, if we furnish evidence of damages in excess of such interests, such additional amounts shall also be paid by the Client.
3. The Client is not entitled to set-offs unless his/her counterclaims have become final or have been recognized by us. The Client is not entitled to any right of retention unless such right refers to the contract or agreement for which he/she wishes to exercise such right.
V. Warranty
1. In case of any defects in material or workmanship of the goods delivered we either repair or replace the relevant goods at our own discretion, provided, however, that such defects are attributable to us. If we have opted for a rectification and such rectification has failed, the Client is entitled to request either a reasonable reduction of the purchase price paid or the termination of the relevant contract or agreement. In case of a minor non-performance including minor defects, however, the Client is not entitled to terminate such contract or agreement.
2. Apparent defects shall be notified within two weeks following receipt of the goods. After such period, any warranty claims shall be forfeited. The Client's notification of defects shall be given in time if posted within such two weeks' period. To that purpose, the full burden of proof for any requirements of claim rests with the Client; this includes the defect as such, the date when such defect has become obvious and the timeliness of the notification of defect.
3. The warranty period is one year from each delivery. However, we are exempted from such period if the Client fails to notify the relevant defect in time.
4. In principle, we do not warrant any quality of goods other than the product description given by the producer. Public announcements, solicitations or marketing statements given by the producer do not form part of the agreed quality of goods.
5. Any warranty is excluded if components other than original Baublies replacements have been inserted into the tools. This also applies to any refurbishments, repairs or other changes or modifications of components not carried out by Baublies.
2. Apparent defects shall be notified within two weeks following receipt of the goods. After such period, any warranty claims shall be forfeited. The Client's notification of defects shall be given in time if posted within such two weeks' period. To that purpose, the full burden of proof for any requirements of claim rests with the Client; this includes the defect as such, the date when such defect has become obvious and the timeliness of the notification of defect.
3. The warranty period is one year from each delivery. However, we are exempted from such period if the Client fails to notify the relevant defect in time.
4. In principle, we do not warrant any quality of goods other than the product description given by the producer. Public announcements, solicitations or marketing statements given by the producer do not form part of the agreed quality of goods.
5. Any warranty is excluded if components other than original Baublies replacements have been inserted into the tools. This also applies to any refurbishments, repairs or other changes or modifications of components not carried out by Baublies.
VI. Limitation of Liability
1. For any damage resulting from ordinary negligence, our liability shall be limited to the foreseeable, typical, direct average damage. This shall also apply in cases of ordinary negligence by our agents, auxiliary persons or assistants. We shall not be liable in cases of ordinary negligence with regard to immaterial obligations. Above limitations of liability shall not apply to any claims of the Client resulting from product liability. Furthermore, above limitations of liability shall not apply to cases of injury to life or limb or harm to health attributable to us.
2. Any warranty claims including damages shall cease to be valid after one year from delivery. except in cases of fraud attributable to us.
2. Any warranty claims including damages shall cease to be valid after one year from delivery. except in cases of fraud attributable to us.
VII. Risk and Title
Risk of accidental loss of or damage to the goods shall pass to the buyer upon delivery to the carrier, shipping agent or any other person or organization assigned for shipping. Such delivery shall be deemed executed even if the Client has failed to accept such products as agreed.
VIII. Final Provisions
1. These Terms and Conditions shall be governed by and construed in accordance with the law of the Federal Republic of Germany. In construing, interpreting and enforcing these Terms and Conditions, the UN Convention on International Sale of Goods shall not apply.
2. The company headquarters is agreed upon as the place of performance for all obligations mutually owed as a result of the contract (Brunnenfeldstr.42, 71272 Renningen, Germany). For both parties, Leonberg shall be deemed place of jurisdiction. Notwithstanding above provision, we are entitled to sue in the court having jurisdiction over the Client.
3. In the event that any terms, conditions or provisions contained in any Contract or these General Supply and Payment Conditions are fully or partially invalid, void or unenforceable, this shall not effect the remaining terms, conditions or provisions. The invalid, void or unenforceable provision shall be replaced by an effective one reflecting as closely as possible the commercial purpose originally envisaged by the parties. Renningen-Malmsheim, Germany, January 2002
2. The company headquarters is agreed upon as the place of performance for all obligations mutually owed as a result of the contract (Brunnenfeldstr.42, 71272 Renningen, Germany). For both parties, Leonberg shall be deemed place of jurisdiction. Notwithstanding above provision, we are entitled to sue in the court having jurisdiction over the Client.
3. In the event that any terms, conditions or provisions contained in any Contract or these General Supply and Payment Conditions are fully or partially invalid, void or unenforceable, this shall not effect the remaining terms, conditions or provisions. The invalid, void or unenforceable provision shall be replaced by an effective one reflecting as closely as possible the commercial purpose originally envisaged by the parties. Renningen-Malmsheim, Germany, January 2002
