valid from Jan 2015
Important note to direct business:
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
§ 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
(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
(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 also item (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. Otherwise we refer to the
(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.