These terms and conditions apply only for direct business with the commercial agency PURES-tubes PURchasing and salES Holger Villnow and invoicing of this. All existing terms and conditions of the represented companies remain unaffected.
General sales conditions of the commercial agency
PURES-tubes PURchasing and salES Holger Villnow
§ 1 Scope
(1) These terms and conditions apply exclusively to companies. If the customer has opposite or deviating terms from these terms and conditions are only the matching clauses valid.
(2) These conditions of sale apply also to all future business with the customer, if it goes about legal transactions in related form, unless other written arrangements have been made in the row.
§ 2 Offer and contract conclusion
An order is accepted if a confirmation of order has been created or with invoicing at delivery within three working days.
§ 3 Handed over documents
If the customer documents such as drawings or the like provides, he is solely responsible for the accuracy of this documentation. Consequence-costs or additional costs due to that fact bear the customer.
§ 4 Prices and payment
(1) Unless otherwise agreed in writing, our prices are ex works, packaging exclusively, plus VAT at the applicable rate. Costs for transport and packaging are charged separately.
(2) The payment of the purchase price shall be made only to the named account in the invoice. The cash discount is allowed only with written agreement.
(3) Unless otherwise agreed, the purchase price has to be paid within 14 days after billing. Default interest shall be charged from the third reminder in the amount of 3% above the base interest rate pa. The right to claim higher damages remains reserved.
(4) Unless a fixed price agreement has been made, reasonable prices are subject to change, due to changes in labour, material and distribution costs for supplies, which are 3 months or later after signing the contract.
§ 5 Delivery time
(1) The beginning of our quoted delivery time requires the timely and proper fulfillment of the obligations of the customer. The right of defense of unfulfilled of contract is reserved.
(2) If the customer is in acceptance delay or he culpably violates other cooperation obligations, we are entitled to damage caused by this to demand, including any additional expenses as a substitute. Further claims remain reserved. If the foregoing conditions are present, the risk of accidental loss or accidental deterioration of the goods passes at that time to the customer, to which he is in default of acceptance or debtor's default.
§ 6 Transfer of risk at the dispatch
With the dispatch of the goods to the buyer, at the latest when leaving the factory / warehouse, the risk of accidental loss or damage to the goods passes over to the buyer. This applies regardless whether the shipment of goods takes from the place of performance or who bears the freight charges.
§ 7 Reservation of ownership
(1) We reserve title to the delivered goods until full payment of all claims from the contract. This also applies to all future deliveries, even if we do not rely explicitly on this. We have the right to take back the purchased item if the buyer breaches the contract.
(2) The customer is obliged, as long as ownership has not passed to him to consider the purchased goods carefully. In particular, he is obliged to insure it at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work have to be carried out, the customer has to execute them in time at his own expense. As long as ownership has not been transferred, the customer has to notify us immediately in writing if the delivered goods are seized or exposed other interference by third parties. If the third party is not able to reimburse us for the judicial and extrajudicial costs of a claim under § 771 ZPO, the customer is liable for our loss.
(3) The buyer is entitled to sell the goods in the ordinary course of business. The receivables of the customer from the resale of the goods the buyer hereby assigns to us in the amount of the mutually agreed final invoice (including VAT). This assignment shall apply regardless of whether the goods have been resold without or after processing. The customer remains entitled to collect the claim even after assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim, as long as the customer meets his payment obligations from the proceeds, is not in default and no petition is filed for the commencement of insolvency proceedings or suspended payments.
(4) The handling and processing or transformation of the goods by the purchaser takes always in our name and on our behalf. In this case, the expectant right of the customer continues to the purchased item resp. the reconstructed object. If the purchased item will be processed with other items not belonging to us, we will acquire ownership of the new item proportionate to the objective value of our goods to the other processed items at the time of processing. The same applies to the case of mixing. If the mixing takes in such a way that the cause of the customer is regarded as the main thing, it is agreed that the customer transfers us pro rata co-ownership and keeps safe the resulting sole ownership or joint ownership for us. To secure our claims against the buyer the buyer assigns also those receivables to us, which arise through the combination of the goods with a plot against a third party. We accept this assignment already now.
(5) We commit ourselves to release the securities due to us to the request of the customer, so far their value the secured claims by more than 20% exceeds.
§ 8 Warranty and complaints and recourse / manufacturer recourse
(1) Warranty rights of the purchaser assume that he is his according to § 377 HGB owed inspection and complaint properly fulfilled.
(2) Warranty claims expire by 12 months after effected delivery of the by us supplied goods at our customer. Before a possible return shipment of any product our consent must be obtained.
(3) If, despite all expended care the delivered good have a defect, which already existed at the time of transfer of risk, we will under our option rework the goods or provide replacement, subject to timely complaint. It is always give us the opportunity of subsequent fulfillment within a reasonable time. Recourse claims remain unaffected by the above rule without restriction.
(4) If subsequent performance fails, the customer can withdraw from the contract or reduce payment - regardless of any compensation claims.
(5) Warranty claims do not exist with only insignificant deviation from the agreed quality, with only minor impairment of usefulness, of normal wear and tear as well as damages which arise after the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment or special external influences. If improper maintenance works or modifications are made by the customer or third party, warranty claims for these actions and the consequences resulting therefrom are likewise excluded.
(6) Claims by the purchaser because the for the purpose of supplementary performance, in particular transport, infrastructure, labour and material costs, are excluded, unless the expenses increase because the delivered good has subsequently been transported to a place other than the premises of the customer, unless doing so complies with its intended use. (7) Rights of recourse from the customer against us only in so far as the customer has with his customer no made over the mandatory statutory warranty claims agreements in addition. For the scope of the right of recourse of the customer against the supplier alsoitem (6) shall apply.
§ 9 Statement of Privacy
(1) We use your individual data only to process your order. All customer data will be stored and processed by us in compliance with the relevant provisions of the Federal Privacy Act (Act) and the Teleservices Data Protection Act (TDDSG).
(2) You always have a right to free information, correction, blocking and deletion of your stored data. Please contact us and send us your request by email or fax.
(3) We share your personal information, including your home address and email address without your explicit and revocable consent to third parties. Excluded from this are our service partners, who need to process your order the transfer of data (eg the staff responsible for the shipping company and the staff responsible for processing payments). In these cases, the amount of transferred data is reduced to the necessary minimum.
§ 10 Others
(1) If a buyer, who is resident outside of Germany (foreign customer), or his representative pick up goods, or they transport or ship these goods in foreign countries, the buyer has to procure the required fiscal proof of export. If such proof is not provided, the buyer has to pay the current turnover tax on the invoice amount for deliveries within the Federal Republic of Germany.
(2) For deliveries from Germany to other EU - Member States the buyer has to transmit his VAT identification number before the delivery, under which he will carry out the taxation of the acquisition within the EU. Otherwise, he must pay for our supplies the from us legally due sales tax in addition to the agreed purchase price.
(3) The sales tax legislation of the beneficiary Member State shall apply during settlement of supplies from Germany to other EU Member States, either if the purchaser is registered in a EU member state for sales tax or if we are registered in the recipient Member State for VAT purposes.
(4) This Agreement and all legal relationships are subject to the laws of the Federal Republic of Germany excluding the UN Sales Convention (CISG)
(5) Performance and exclusive jurisdiction for all disputes arising under this conditions and/or contract is our Nuremberg place of business unless stated in the order confirmation otherwise.
(6) Changes and additions to these conditions and purchase agreements based on this shall be in writing. This also applies to any change of this writing clause.
(7) If some terms of these conditions or of the contract should be invalid or become invalid or should the contract be incomplete, the remaining content of the contract is not affected. The invalid terms have to be replaced by a clause that legally resembles the invalid clause as closely as possible in sense and purpose. The same is true for possible gaps.