2023 | 06 has been agreed, this is the defining point for the transfer of risk. The legislative stipulations of the German law applicable to works and services [Werkvertragsrecht] shall apply accordingly. Transfer and/ or inspection and approval apply in the same way if the purchaser is in arrears over acceptance of goods. 4.3. If the purchaser falls into arrears over acceptance of goods, or fails to participate in a joint action or if our delivery is delayed for other reasons for which the purchaser is responsible, we are entitled to demand compensation for any damages including additional expenditure we may incur (e.g. storage costs). For this, we apply a lump-sum compensation figure amounting to EUR 50.00 per calendar day, beginning with the delivery due date or - if no due date has been defined - with notification of readiness to dispatch the goods. 4.4. Verification of more extensive damages and our legal claims (in particular the reimbursement of additional expenditure, commensurate compensation, termination) remain unaffected; however, the lumpsum figure shall be added to any more extensive financial claims. The purchaser is at liberty to prove that no damage occurred whatsoever, or that any damage that may have occurred was far less serious than the lump-sum claim can justify. § 5 – Prices and payment terms 5.1. Unless otherwise agreed in individual cases, our current prices apply at the time of conclusion of contract, and apply ex-stock, plus VAT at the currently applicable rate. 5.2. In relation to a sale by delivery to a place other than the place of performance (Section 4 (1)), the purchaser must pay the transport costs ex-stock and the costs of any transport insurance cover that the purchaser may wish to take out. Except in individual cases where we bill for the transport costs actually incurred, a lump-sum figure for transport (which does not include the cost of transport insurance) amounting to 12 % of the net value of the goods is deemed to have been agreed. The purchaser must meet the cost of any customs duties, fees, taxes and other government deductions. 5.3. The purchase price is due and must be paid within 14 days of the invoice issue date and delivery and/ or inspection and acceptance of the goods. We are however entitled at any time, even in the context of an ongoing business relationship, not to deliver goods until payment has been made in advance, either in full or in part. We shall declare any such proviso by no later than the date of order confirmation. 5.4. When the aforementioned payment period elapses, the purchaser is then in arrears. Interest at the legally applicable rate of interest shall be charged to the purchase price for the duration of the period of arrears. We reserve the right to claim for more extensive damages as a result of any payment arrears. Our entitlement to interest counting from the due date is not affected in relation to our dealings with merchants (Section 353 HGB). 5.5. The purchaser is only entitled to rights to set-off and to rights of retention in cases where his claim is upheld in a court of law or is undisputed. With regard to defects in delivery, the opposing rights of the purchaser, in particular those defined in Section 7 clause 2 of these general terms & conditions of sale shall not be affected. 5.6. If it becomes evident after conclusion of contract (e.g. filing for bankruptcy) that our claim for payment of the purchase price is in jeopardy due to an inability to pay on the part of the purchaser, we are entitled in accordance with the legal stipulations governing the right to refuse performance and - where applicable after setting a period of notice – to withdraw from the contract (Section 321 BGB). With regard to contracts for the manufacture of unwarranted items (bespoke production), we can announce our withdrawal from contract immediately; this does not affect the legislative provisions governing the expendable nature of the deadline. § 6 – Retention of title 6.1. Until such time as all accounts receivable and contingent liabilities are paid from the purchase contract and from an ongoing business relationship (secured receivables), we reserve the right to retain title to the goods sold. 6.2. Until full and final payment has been received in respect of the secured receivables relating to the goods covered by our retention of title, the goods cannot be pledged to third parties nor can they be entailed as collateral. The purchaser is required to notify us immediately and in writing if he has filed for bankruptcy or of any accesses by third parties (e.g. garnishments) to the goods belonging to us. 6.3. In the event of contractually non-compliant conduct on the part of the purchaser, in particular with regard to non-payment of the purchase price due, we are entitled, in accordance with legislative provisions, to withdraw from the contract and/or to demand return of the goods to which we still retain title. Demanding the return of goods does not signify a simultaneous declaration to withdraw from the contract; we are instead only entitled to demand return of the goods, and to reserve the right to withdraw from the contract. Should the purchaser fail to pay the purchase price due, we can only apply these rights if we previously and unsuccessfully set the purchaser an appropriate period of time to make payment, or legally expendable in accordance with legislative provisions. 6.4. Until this right is revoked, the purchaser is entitled in the course of normal business and in accordance with (c) below to sell the goods over which title is retained to others, and/or to process them. In such cases, the following provisions apply. (a) The retention of title extends to the processing, mixing or linking of our goods in downstream products, up to their full value, where we are considered to be the manufacturer of those goods. If our title to goods remains current after processing, mixing or linking with the goods of third parties, we obtain co-ownership to an amount proportional to the invoice value of the processed, mixed or connected goods. Furthermore, the same applies to the resultant product as for all goods supplied on the basis of retained title. (b) In accordance with the previous paragraph, and by way of collateral, the purchaser shall assign to us wholly or to the value of any co-ownership portion we may hold that arises from the onward sale or the goods or products and corresponding receivables due from third parties. We accept this assignment. The obligations of the purchased name in para. 2 also apply in relation to the receivables assigned. (c) The purchaser, along with ourselves, remains entitled to obtain payment against any such receivable. We pledge to the purchaser that we shall not call in the receivable provided that the purchaser meets his payment obligations to us, that there is no impairment to his level of performance and that we do not apply our rights to retention of title in accordance with Para. 3. If this case should arise, we can demand that the purchaser notifies us of the receivables assigned and of their debtors, provides us with all details needed for us to call them in, releases the applicable documents and notifies the debtors (third parties) of this assignment of title. Furthermore, we are entitled in such cases to revoke the entitlement of the purchaser to sell and process the goods over which title is retained. (d) If the achievable value of these securities exceeds the value of our receivables by more than 10%, we shall release collateral of our choice when called upon to do so by the purchaser. CHAPTER 12 – INFORMATION Terms & Conditions of Business 5
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