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General Terms and Conditions
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Payment: 8 days; less 2
% discount, 30 days net.
Minimum order: 25 €.
Complaints have to be made within 8 days of receiving of goods. All merchandise
remains property of J. F. Zimmer until final
payment has been made. Return of any merchandise is possible only in
exceptional cases, after consultation with us. A fee for re-testing and
handling of at least 20 % of sale price will be charged. This does not apply to
shipments of samples that have explicitly been billed as such.
1.
General Terms: For all our
quotes, sales and shipments the following terms are valid exclusively. By
placing an order the customer agrees to these terms to their full extend.
Different terms are only valid by a separate agreement and a written
confirmation of such an agreement by us. The change or modification of any
single term will not affect the validity of the remaining terms. We are not
bound by the purchase terms of our customer even without our explicit objection
to such terms. Any rights and obligations resulting from our sales-contract
cannot be transferred to others without our explicit consent. These terms apply
to all present and future business transactions, even if no particular
reference is made to these, in any singular placing of an order, up and until
the time of any different agreement.
2.
Quotes, Technical
Application Advice, and Modification Proviso: All quotes are subject to change,
even without particular agreement. Use,
application, utilization and processing of received goods are the sole responsibility
of customer. Any written or oral advice in regard to technical application by
the vendor is strictly non-binding advice and does not release the
buyer/customer from his responsibility of checking and assuring the products
suitability for their intended purpose and processes. Any further liability by
the vendor is limited to the value of shipped merchandise. Technical designs
are subject to change without notice. Illustrations and technical data in
brochures or any other media are intended for general information only.
Technical data are only binding if we specifically confirm them.
3. Orders: Orders are
regarded as accepted, once we have confirmed them in writing. If delivery is
made promptly without a written confirmation, the invoice is regarded
as
confirmation of order.
4.
Prices:
Our prices are subject to change and are effective from warehouse, exclusive of
packaging, postage, freight, other shipping costs, insurance, customs duty and
assembly. We reserve the right, as is permissible by law, for a corresponding
and proportionate price increase, if in the time between confirmation of order
and delivery, the basis for our calculation of price, in regard to wages, raw
materials, freight, custom duties, taxes and other expenses has changed or risen.
The calculation of charges for total billed is determined, by us, by number of
units sold.
5.
Shipping: The agreed
upon delivery time for each individual order is subject to change. The delivery deadline is considered as kept with notification of
readiness to ship in time, in cases where shipping is not possible due to
circumstances beyond our control. Customer cannot reject partial shipments.
Over- and under-delivery is permissible up and to 10 % of ordered goods. A
commitment to keep agreed upon delivery time can only be made on conditions of
an undisturbed flow of fabrication processes. We are permitted to cancel all or
part of our shipping agreements in cases where due to forces of nature,
interruption of service and operation, measures by authorities, shortage in raw
and auxiliary materials at the time of manufacturing and other unforeseen and
unexpected circumstances our commitments can not be kept. No claim for damages
or cancellation of order can be made in case of missed confirmed deadlines.
Re-delivery of missing products is at our discretion, but not our obligation.
Any claims for damages because of non- or partial fulfilment are excluded. The
customer takes full responsibility from the time the merchandise leaves factory
or on notification of readiness to ship. The choice of transport route and
means of transportation is determined by us, with our best judgement, unless
otherwise instructed, without any responsibility on our part for least
expensive or most rapid delivery. Customer accepts and assumes all shipping
risks including prepaid orders and in cases where ownership proviso applies.
Packing is done at our own discretion unless otherwise agreed upon. It will be
charged at current rates and is not returnable.
6.
Complaints: Unless
excluded by our General Terms and Conditions, notice of defects, in regard to
weight, number of pieces, quality, and workmanship can only be considered, if
they are brought to our attention, in writing, immediately after identification
of such, but at the latest 8 days after receiving of merchandise at place of
delivery. For defects that cannot be detected even by a careful check within
this time, a notice of defects has to be made immediately after detection of
such defects.
7.
Warranty: We guarantee
our products to be free of material and production defects. The period of
warranty is 6 month, starting with the date of delivery. Our warranty is
limited to exchanging faulty parts with suitable ones, as far as this is
possible, at no charge. Faulty parts have to be returned to us, at our request.
They become our property if replaced by suitable parts. Compensatory damages of
any kind, because of inadequate products, especially damages for lost profits,
consequential loss or damage, rights of reduction, conversion, appeal, withdrawal,
rescission, or revocation, cannot be claimed, unless in a case of fraudulent
concealment of defects. For products that are manufactured by other companies
and are part of our shipment, we can only assume obligations to the extend that
they are covered by the warranty of our suppliers given to us. Any return of
merchandise because of defects of product can only be accepted, with prior
approval by us, with shipping cost prepaid by customer. The repair of faulty
products by customer can only be done with the approval of supplier. Any repair
work done by customer or third party without consent of supplier voids and
terminates any and all liability in regard to consequential loss or damages on
part of the supplier. Also excluded from liability are any further additional
direct or indirect damages. Supplier does not accept responsibility for parts
that because of their structural composition or material nature and depending
on the type of use are subject to premature wear and tear.
8.
Ownership Proviso: Ownership
of goods and merchandise is only transferred to customer, after all accounts
payable in regard to the sales contract of these goods are paid in full. The
acceptance of promissory notes, or checks is conditional, and ownership of each
object of purchase transfers to the buyer only at the time of complete
redemption of checks, notes or debts. Paying by check on the grounds of a
simultaneous financing agreement by promissory notes does not constitute
redemption of monetary claims resulting from sales contract. Ownership proviso
does not expire or becomes invalid if delivered goods or parts thereof are
installed into other objects, rather co-ownership in accordance with the
appropriate value-ratio is agreed upon. All payments will be applied to oldest
past due accounts receivable first, even in cases where customer specifies
payments to other due accounts. Buyer is authorized, received goods, to which
the ownership proviso applies, to use or resell in the ordinary course of
business. He is not allowed to use goods as a pawn or collateral. In the case
of resale or further processing, buyer will cede to us all claims from
resulting proceeds, including all accessory rights, stemming from the resale to
a third party debtor, authorizing us to the collection of a proportional claim
as a collateral up to the amount of the invoice. If customer is collecting any
transferred debt himself, he can only do so in fiduciary way (in trust). Those
proceeds that have been collected on our behalf or account have to be transferred
to us immediately. Upon our request our customer is obliged (indentured) to
inform his customer of the transfer of rights and give any and all information
to us that is necessary to carry out our assertive claim. Customer is to inform
us without delay about any seizure, or reduction concerning our rights by third
parties. We reserve the right of extended ownership in cases where secondary
buyer is not paying in cash immediately.
9.
Payment: Payment is due
within 30 days from date of invoice, net. No discount at our account. Invoice
is due immediately if customer is in arrears with other invoices, or if we have
information about buyers uncertain financial state, through declaration of
bankruptcy, by in- or out of court petitions for compositions, protesting a
check or bill (promissory notes), writ of execution, order of distrain,
deficiency of a guarantor or any other incident according to § 321 BGB. In this
case we are justified to demand payments in advance or cancel sales contract
altogether for still outstanding shipments. There is a 2 % discount for any
cash payments received within 8 days from date of invoice. Discounts can only
be given if all prior invoices have been paid in full. In case of existing
unpaid invoices, incoming payments, regardless of customers’ instructions, will
always be applied to payment of oldest invoice claim. Payment by promissory
notes only by special agreement. Acceptance of promissory notes and checks are
subject to their redemption, and the date of redemption is regarded as date of
payment. Discount expenses have to be reimbursed, according to regulation, as
cash compensation. For promissory notes, which are received or drawn from
secondary places or foreign countries, a binding commitment cannot be made in
regard to punctual or timely notification and submission of protest. Late fees
will be charged, at the customary banking interest rates, without prior
reminder, for all invoices past due the 30 day credit period. Customer/buyer
cannot withhold payments because of any counterclaim or use as set-off against
such claims.
10.
Drawings / Drafts:
Customer or recipient is not allowed to make known to third parties any of our
companies’ drawings, documents and designs. In case of non-compliance the
customer is liable to compensatory damages to their full extend. Drawings or
documents that were sent, as part of a sales offering must be returned
immediately if an order is not placed.
11. Place of Performance and
Place of Jurisdiction: Place of performance for delivery and payment is
Rosengarten.
Place of jurisdiction for all disputes arising from contractual
relationship is Rosengarten. In all cases German law applies exclusively.
12. Sales-or Delivery
Contract: Sales or delivery contract, as well as conditions stated above,
remain binding, even in cases where any individual stipulation is voided
by
law. |
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