Terms and Conditions
GENERAL CONDITIONS FOR SUPPLY EUROLUX GmbH
§ 1 definition
- In these general conditions hereafter the following terms in the following meaning become used, unless it has been differently indicated explicit:
- User: the user of the general conditions;
- Purchaser: the counterpart of user, acting in the exercise of profession or company;
- Agreement: the agreement between user and purchaser;
§ 2 general
- The provisions of these general conditions apply to every offer and every agreement between user and a purchaser on which user has explained these conditions of application, as far as from these conditions parties have not deviated explicitly and in writing.
- The present conditions apply also on all agreements with user, for the implementation of which third parties must be involved.
- General conditions of the purchaser apply only if explicitly and in writing has corresponded that these apply to the exclusion of these conditions to the agreement.
- If one or more provisions in these general conditions are null and void or to remain the remaining provisions of these general conditions could be destroyed entirely of application. User and purchaser then will submit in order new provisions in substitution for the null and void or destroyed provisions unless to agree, where if and the aim and the scope of the original provision are as far as possible observed send - and possible transport - and packing costs, explicit have been differently mentioned.
- If the acceptance (on subordinate points) deviates from in the tender offer incorporated user has not been bound to that. The agreement does not come about then in accordance with this derogatory acceptance, unless user indicates differently.
- A composed task does not oblige user to supply of a part of in the offer or tender understood matter against in accordance with part of the given price.
- Offers or tenders do not apply automatic to after orders.
§ 3 offers and tenders
- All offers are without engagement, unless in the offer a period for acceptance has been laid down.
- The tenders made by user are without engagement; they are valid during thirty days, unless differently declared. User has been only bound to the tenders if the acceptance is confirmed in writing of this by the purchaser within thirty days.
- Delivery periods in tenders of the user are indicative and give the purchaser at overshooting of it no right to dissolution or damages, unless explicit differently has corresponded.
- The prices in the offers and tenders called are exclusively VAT and other levies by the government as well as of: EUROLUX GmbH
§ 4 implementation of the agreement
- User will carry out with skilled discretion the agreement to best insight and capacity and in accordance with the good requirements. And an other one on the basis of on that moment confessed score of the science.
- If and as far as a good implementation of the agreement requires this, user has the right stipulated activities to let perform by third parties.
- The purchaser ensures that all data, of which user indicates that these are necessary or of what the purchaser belongs reasonably understand that these necessary it is for the implementation of the agreement, swiftly to user are supplied. If the data required for the implementation of the agreement have not been supplied swift to user, user has the right suspend the implementation of the agreement and/or according to the usual tariffs to the purchaser from the delay the resulting extra costs to charge.
- User is not responsible for damage, of whatever nature, because user has gone from of by the purchaser supplied incorrect and/or incomplete data, unless this inadequacy or incomplete for user recognizable belonged to be.
- If has corresponded that the agreement in phases will be carried out user can the implementation of those components which up to a next phase belong suspend to that the purchaser the results of to that the preceding phase have approved in writing.
- If user or user integrated third parties within the framework of the task work is performed on the location of purchaser or by purchaser location designated, purchaser ensures free of charge for the facilities desired by those employees in reasonability.
- Purchaser protects user for possible revendications of third parties, which suffer concerning the implementation of the agreement damage and which to purchaser accountable is.
§ 5 delivery
- Delivery takes place ex. Works factory/shop of user.
- Purchaser has been obliged to receive the goods the moment user delivers these at him or does deliver, or at the moment on which these him is made available according to the agreement.
- If the purchaser refuses purchase or is negligent with supplying information or instructions that is needed for the purchase, user has been entitled to store the goods for account and risk of purchaser.
- If the goods becomes provided user has been entitled to charge possible delivery costs. These will be invoiced then separately.
- If user needs data for delivery to the purchaser of implementation of the agreement, the delivery period will start after purchaser has made these available to user.
- If user has given a period up for delivery, this is indicative. A given up delivery period is thus never a fatal period. At overshooting of a period the purchaser must written to user a not for filling claim.
- User is authorized delivering the goods in parts, unless of this at agreement has deviated or to the supply no independent value belongs to. User is authorized invoice it separately thus delivered.
- If has corresponded that the agreement in phases will be carried out user can the implementation of those components which up to a next phase belong suspend to that the purchaser has approved the results of to that the preceding phase in writing.
§ 6 samples and models
- If to the purchaser a sample or model has been only shown or delivered, then it becomes to have suspected that it has been delivered as indication without the goods to that need, answer unless it is corresponded explicitly that the goods will correspond with that.
- At agreements of a property matter indication of the surface or other dimensions and names is to the point suspected also such as name to have only meant without the matter needs answer to that.
§ 7 research, publicities
- Purchaser is obliged at the moment of delivery, yet in any case within this way briefly possible period at (do) to examine the goods. Thereby purchaser belongs to examine if quality and quantity of provided corresponding with what has corresponded at least meet the requirements which apply to that in the normal (trade -) movement.
- Possible visible lacks or shortages belongs be communicated directly after delivery in writing to user. Non visible lacks or shortages does belong within three days after discovery to be communicated.
- If there is complained in time, pursuance of the previous member, purchaser remains obliged to purchase and payment of the bought goods. Wishes purchaser to return the goods in this case, then occurs this with preceding written authorisation of the user in the manner like by user indicated.
§ 8 compensations, price and costs
- If to the purchaser a fixed sales price has agreed by user, the user has been entitled to increase the price.
- User can among other things price increases charge, if between the moment of offer and implementation of the agreement significant modifications packing materials with respect to for example exchange rates, remunerations, raw materials, semi-finished products have occurred.
- Prices used by user its exclusively VAT and possible other levies, as well as possible within the framework of the agreement costs, among which send - and administrative costs to make, unless differently declared.
§ 9 modification of the agreement
- If during the implementation of the agreement appears that for a considerable implementation it is necessary the activities to perform to modify and/or complete, parties will adapt swiftly and in mutual consultation the agreement accordingly.
- If parties agree that the agreement is modified and/or is completed, the time of completion of the implementation can be influenced as a result. User will inform the purchaser as soon as possible of this.
- If the modification and/or supplement on the agreement has financial and/or qualitative consequences, user will inform the purchaser about this previously.
- If a fixed tariff has corresponded user will indicate thereby to what extent the modification or supplement of the agreement results in an overshooting from this fixed tariff.
- Contrary to too these certain user no incremental costs are possible will charge if the modification or supplement is the consequence of circumstances which can be attributed to him.
§ 10 payment
- Payment must occur on by user indicate wise in the currency in which has been invoiced. Objections against the height of the invoices do not suspend the payment obligation.
- If purchaser didn't make the payment the purchaser is by law in staff absence. Purchaser is then an interest chargeable of 1% per month, unless the legal interest is more higher in which case the legal interest applies. The interest concerning demandable the amount will be calculated as from the moment that purchaser in staff absence is up to the moment of payment of the complete amount.
- In case of liquidation, bankruptcy, seizure or postponement of payment of the purchaser the progress of user on the purchaser is immediately demandable.
- User the right has let stretch the payments done by the purchaser in the first place in decrease of the costs, than in decrease of the fallen open interest and finally in decrease of the principal sum and the current interest. User can, without coming as a result in staff absence, an offer to payment refuses, if the purchaser designates another order for the countability.
- User can complete relay of the principal sum refuse, if thereby not also interest fallen open and the current as well as the costs are satisfied.
§ 11 property reservation
- All by user delivered goods, included possible designs, sketches, drawings, films, software, (electronic) files etc. remain property of user until the purchaser has complied with and forfilled all following obligations from all with user closed agreements.
- The purchaser is not competent, with the above mentioned property reservation, to sell in any possible way the goods or use as downpayments in any possible way.
- If third parties levy an attachment on the goods delivered with property reservation or rights then want establish a claim, purchaser is obliged to inform user this fastest way such as can be reasonably expected of it.
- The purchaser obliges himself with property reservation delivered goods to insure as well as to keep against fire, deflagration - and water damage against robber stable and give the policy of this insurance on first request for inspection.
- By user delivered goods, which under under 1. of this articel stipulated with the property reservation, can be resold only within the framework of a normal company exercise and are never be used as a way of payment.
- In case user is property rights indicated in this articel wants to activate, give the purchaser already now unconditional and not revocable authorisation to user or by designating third parties these to enter where all those places the properties of user are themselves and that goods will be taken back.
§ 12 guarantee
- User guarantees that the goods to deliver meets the usual requirements and standards which can be put to that and are free of whatever lacks.
- The guarantee called under 1. also applies if the goods to deliver has been intended for the use abroad and purchaser this at the time contracting the agreement explicitly report has used in writing to user.
- The guarantee called under 1. applies during a period of 24 months after supply.
- If the goods to provide does not satisfy to these guarantees, user the goods within reasonable period after reception of it or, if returning reasonably possible, written notification has not been to the point replaced of the lack by purchaser, to choice of user, or take care for convalescence. In case of replacement purchaser links already now the replaced goods to user to return itself and the property to user to provide.
- The too these called guarantee does not apply when the lack has arisen as a result of injudicious or improperly use or when, without written authorisation of user, purchaser or third parties has introduced modifications or tries introduce to the goods or these have applied for aims for which the goods are not intended.
- Wood is a living material which is dependent on influences. Derogatory nerving, resin cores and aspergilla as well as de-coloring cause of light and shrink cause of a changed humidity degree, fall therefore not under the guarantee.
- If by user guarantee supplied a matter concerns which became by a third is produced the guarantee has been restricted up to that, which by the producer of the matter there for it is supplied.
§ 13 Cashing costs
- Purchaser in lack or in staff absence with complying with one or more is of its obligations, then all reasonable costs come outside for acquisition of settlement straight at the expense of purchaser. If purchaser is neglible in the swift settlement of a payment, then he forfeits without delay demandable a fine of 15% concerning the still chargeable amount. This with minimum of euro 50.00.
- If user has made higher costs, he who reasonably necessary it were, also these come for compensation in comment.
- The possible made reasonable judicial and execution costs also come at the expense of purchaser.
- Purchaser is concerning the made cashing costs interest chargeable.
§ 14 suspension and dissolution
- User is competent suspend the compliance with the undertakings or the agreement if to dissolve,:
- Purchaser or entirely does not comply with the obligations from the agreement.
- after closing the agreement user for the knowledge to circumstances come good ground give that to fear the purchaser will not comply with the obligations. In case there good ground exists that to fear the purchaser have been not considerably allowed only partial or comply with, the suspension only as far as the shortcoming justifies her.
- purchaser at closing the agreement is requested provide collateral for the settlement of its obligations from the agreement and this certainty stays away or insufficient is. As soon as collateral has been provided, the competence to suspension expires, unless this settlement has slowed down as a result unreasonably.
- In addition user competent the agreement is at (do) dissolve if circumstances occur which of serve nature is that compliance with the agreement can be no longer demanded impossible or to criteria of reasonable and fairness or if otherwise circumstances occur which of serve nature is that unaltered maintenance of the agreement in reasonability cannot be expected.
- If the agreement becomes is dissolved the progress of user on the purchaser immediately demandable. If user suspends the compliance with the undertakings, preserves he are revendications from the law and agreement.
- User preserves always the right progress damages.
§ 15 refund made available goods
- If user to purchaser has goods made available in the implementation of the agreement, purchaser has been kept to return the provided goods within 14 days in original state, rather of lacks and return entirely. If the purchaser does not comply with this obligation its all resulting costs at its expense.
- If purchaser, whatever reason, after summation, still is neglible with the obligation called under 1., user has the right from that the resulting damage and costs, among which the costs of replacement, on purchaser to recover.
§ 16 liability
- If by user delivered goods is lacking, the liability of user has been restricted towards purchaser to what in these conditions under "guarantees" has been regulated.
- If user is responsible for direct damage, then that liability has been restricted to up to twice the claim amount, at least that part of the agreement on which the liability is related at least up to €10.000,00. the liability has been up to restricted at any time to up to the amount of by the insurer of user when the occasion arises supply benefit.
- Under direct damage it is exclusively understood:
- the reasonable costs for determination of the cause and the scope of damage, as far as the observation is related to damage in the sense of these conditions;
- the possible reasonable costs made to let answer the poor performance of user to the agreement, unless this lack cannot be attributed to user;
- reasonable costs, made for the prevention or restriction of damage, as far as purchaser shows that these have conducted costs to restriction of direct damage as meant in these general conditions.
- User never responsible for indirect damage, included consequence damage, lacked profit, missed savings and damage by company stagnation.
- In these conditions restrictions incorporated of the liability to direct damage do not apply if damage to blame is to be set-up or the blame of user or its personel.
§ 17 risk passage
- The risk of loss or damage of the products which are object of the agreement, proceeds on purchaser on the moment on which these are legally provided to purchaser and/or actually and are brought with that in the power of purchaser or of by purchaser designate third parties.
§ 18 supremacy
- Parties have not been kept to complying with only obligation, if they are impeded to this end as a result of a circumstance blame which is not to debt, and nor under the law, an act of law or in the movement applying conceptions at their expense comes.
- Under supremacy in these general conditions it is understood beside what is about that understood in the law and case law, all of outside coming causes, foresee or not foreseen, on which user can no influence, yet as a result of which user is not able its comply with obligations exercise. Strikes in the company of user included.
- User has also the right to supremacy, call itself if the circumstance which (further) prevents compliance, enters after user its obligation would have had comply with.
- Parties can during the period that supremacy continues the obligations from - arrival to suspend. If this period lasts longer than two months the everyone has been entitled of the parties annul agreement, without obligation to compensation of damage to the other party.
- As much as user at the time of entering supremacy meanwhile partial are obligations from the agreement have complied with or these might comply with, and to the complied with respectively to comply with part independent value belongs to, user has been entitled comply with it separate respectively part already complied with to invoice. Purchaser is obliged this invoice as if were it a separate satisfy agreement.
§ 19 protections
- The purchaser protects user for revendications of third parties concerning rights of intellectual property to by the purchaser supplied material or data, which are used in the implementation of the agreement.
- If purchaser to user information carriers, electronic files or software etc. supplies, purchaser guarantees that the information carriers, electronic files or software are free of viruses and failures.
§ 20 intellectual property and copyrights
- Notwithstanding moreover in these general conditions stipulated user preserves himself the rights and powers for that user belong to on the basis of the author law.
- It has not been permitted the purchaser changes in the matter, introduce unless from the nature of provided differently follows or written differently has corresponded.
- Within the framework of the agreement the designs, sketches achieved possibly by the user, drawings, productnames, films, fotos, software and other material or (electronic) files, remain property of user, irrespective of or these to the purchaser or to third parties for the hand has been put, unless differently has corresponded.
- All user possibly supplied pieces, as designs, sketches, drawings, productnames, films, fotos, soft - truth, (electronic) files etc., have been exclusively intended to the purchaser to be used and can not by him without preceding authorisation of user multiplied, public be made or of third parties to be notified, unless from the nature of the supplied pieces differently results.
- user preserve the right the possible by the implementation of the activity increase knowledge for other aim use, insofar no confidential information knowledgeable of third notify.
§ 21 confidentiality
- Both parties are obliged to confidentiality of all confidential information which they have obtained within the framework of their agreement of each other or from other source. Information considers as confidentially if this has been notified by a party or if this results from the nature of the information.
- If it is kept, on the basis of a legal provision or a legal pronouncement, user confidential information to by supplying third parties the law or the competent judge has been designated, and user cannot call to the point right recognised on legal or by the competent judge or permitted of cleaned, then user has not been kept to damages or indemnity and the counterpart has not been entitled to dissolution of the agreement on the basis of only damage, because of this arisen.
§ 22 disputes
- The judge in the place of business of user is at exclusion competent of disputes knowledge, take unless the cantonal judge is competent. Nevertheless to user the right has present the dispute to the judge competent according to the law.
- Parties will firstly appeal to the judge after they to the extrême has strained a dispute in mutual consultation to settle itself.
§ 23 appropriate right
- On each agreement between user and the purchaser applies german right.
§ 24 modification, explanation and grounding of the conditions
- Always deposited version applies the last c.q the version such as that applied at the time of the founding of the agreement.
