General delivery and payment conditions of EDORA GmbH & Co. KG
- 1.1 Our offers are open. Contracts come into existence only through our written order confirmation. Especially our employees are committed to confirm in writing all oral agreements or commitments that go beyond the contents of the written agreement or change the general delivery and payment conditions which are to our disadvantage.
- 1.2 The illustrations, drawings, colour details, weights and dimensions provided by us are only approximate values unless they have been explicitly mentioned as binding.
- 2.1 Our prices are ex-factory exclusive of packaging and the applicable VAT.
- 2.2 In case of delivery periods exceeding 2 months, we are authorised to increase or decrease the agreed prices accordingly if there are major changes in the wage bills or prices of materials/ raw materials after signing the contract and we are not responsible for such changes.
- 3.1 Payments are to be made at our payments office within 10 days of the date of invoice without any deductions. Payments are deemed to have to been made to us only to the extent the amount is available to us in our bank. We accept cheques only to facilitate payment; the bank charges for the same are to be borne by the customer. They are due for payment immediately.
- 3.2 In case of delay in payments, we charge interest to the extent of 8 percent points above the base lending rate with a minimum of 10%.
- 3.3 Withholding payment or charging the same with other counterclaims is permitted only if the counterclaims are undisputed or are legally due.
4. Transfer of risk and part delivery
- 4.1 The risk passes on to the customer as soon as we have handed over the goods to the transporter or if there is delay in the transport for reasons not attributable to us, then the risk passes on to the customer as soon as we have informed the customer that the goods are ready for dispatch and this is applicable even if we have taken over the other services such as delivery costs or delivery and installation through our own transporters.
- 4.2 Part deliveries are possible to a reasonable extent.
5. Delivery period
- 5.1 The delivery starts from the date the order confirmation is sent, however, not before all details about order execution and technical questions are clarified and the agreed advance payment is received. The delivery period is deemed to have been maintained when the goods have left the factory or the readiness for dispatch has been communicated or even if the dispatch is delayed for reasons not attributable to us.
- 5.2 Changes requests from the customer will delay the delivery till we have checked the viability of the request and by the period that is required for implementing the new specifications into production. If the ongoing production is interrupted due to the change request, then we may give priority to other orders and complete them. We are not bound to keep our production capacities unutilised during the delay period.
- 5.3 Delay in delivery: In case of agreed contractual penalty, our liability, in case of gross negligence is limited to a fixed compensation of 0.5% for each completed week with a maximum of 5% of the value of the goods delivered with delay. The right to claim for damages instead of the fulfilment according to section 11.1 is not affected by this clause. The customer will inform us, latest at the time of signing the contract, of any contractual penalties he has signed with his customers.
- 5.4 In case of delays in deliveries for reasons not attributable to us and the goods are stored in our factory, we will charge a monthly fee of minimum 0.5% of the invoice amount of the stored goods.
6. Reservation as to oneself obtaining the supplies
Our delivery is always subject to punctual and correct delivery to ourselves from our suppliers provided we have agreed on a congruent covering deal that is not fulfilled by our supplier and hence the non-delivery cannot be attributed to us.
7. Acts of God
- 7.1 Unprecedented, unavoidable and unforeseeable events (e.g. Acts of God, strikes, blockades, operational disruptions, difficulties in procuring materials and power, transport delays, shortage of manpower, power and raw materials, actions initiated by local authorities as well as difficulties in procuring approvals such as import and export licenses) will delay the delivery period to the extent of such events and their effects. These are applicable even if there are hurdles faced by our suppliers or during an ongoing delay.
- 7.2 If the disruption is not just of a temporary nature, then both the partners have a right to withdraw from the contract. Claims for damages in the cases mentioned in section 7.1 are excluded.
We take back transport packaging at our registered office during normal working hours. The customer will bear the costs for the disposal. The packaging must be returned in a clean, free from foreign bodies and sorted according to types.
9. Reservation of ownership
- 9.1 We retain the ownership of the delivered good till we have received all payments and irrevocable credit notes of accepted cheques and bills on account of our business relationship with the customer. In case of a mutual account, the reservation of ownership is retained for the approved balance.
- 9.2 The customer is bound to handle such goods with due diligence and care and maintain it well; he is also committed to adequately insure the same, at his own cost, and against loss and damage to the extent of its replacement value. The insurance policy as well as the proof of payment of the premium are to be submitted to us on request. He transfers on immediate basis the right to make claims against this insurance policy.
- 9.3 The handling and processing of the reserved goods by the customers is assumed by us even though we do not commit to the same. In case of mixture or combination with other goods, we acquire the ownership of the new goods to the extent of the invoice value of the reserved goods for the other materials.
- 9.4 The customer is authorised to sell the reserved goods to others; however, he will transfer to us all receivables as would be due to him from the sale or further use of such goods from his customers or other third parties.
- 9.5 The customer is authorised to collect the receivables whose right he has transferred to us provided he meets his payment commitments from the receivables he thus collects..
- 9.6 If the customer does not fulfil his payment commitments, we then have the right to revoke the further sale and use of the goods and demand that the customer gives us information about the receivables and their debtors, give us details of the direct debits, hand over to us the respective documents and inform his debtors of the transfer of rights. Taking back the reserved goods is no indication of a withdrawal from the contract. If we declare that we are withdrawing, then we have the right to free disposal of such goods.
- 9.7 Seizure by third parties on such reserved goods is to be intimated to us immediately. The customer shall bear all such costs as would be incurred to prevent such seizures by third parties provided the same cannot be recovered from the third parties.
- 9.8 If the value of the securities are more than our receivable to the extent of more than 10%, we will then release our securities as demanded by the customer but at our discretion.
10. Liability and defects
- 10.1 Defects have to be brought to our notice immediately in writing; however, this can be done with a maximum delay of 8 days from the date of receiving the goods; hidden defects, if any, have to be notified within 3 days of noticing them. All claims and rights arising from claims for defects will be lost if these periods are not met. The expiry period for claiming for defects is six months from the date of delivery provided we have not violated our commitments wilfully or negligently or have concealed the defects in a suspicious manner.
- 10.2 The violation of rights of third parties is a defect only if the patent rights exist in the Federal Republic of Germany.
- 10.3 We provide guarantee as part of the statutory guarantee from the day of the transfer of risk either through repairs or replacement, according to our discretion. If the attempt to repair the goods fails, then the seller can get the goods repaired or ask for replacement. If neither repairs nor replacement works, then the buyer can demand a price reduction or even a cancellation of the sale if the established use value is not reached.
- 10.4 If the defect has arisen on account of an important third-party product, then we are authorised to restrict our liability by transferring the claim for defects and violation of rights to our suppliers of third-party products unless such a claim fails or cannot be implemented for whatever reason. In such a case, the customer again has the rights as outlined in section 10.3. Costs for subsequent performance that arise from the fact that the purchased product is being used at a place other than a branch office of the customer will not be taken over by us.
- 10.5 The responsibility to provide warranty does not arise if any changes have been done to the product by unauthorised persons.
- 10.6 The responsibility to provide warranty does not arise if any changes have been done to the product by unauthorised persons.
- 10.7 Claims for damages by the buyer as outlined in section 11 do not arise. The existing regulations are applicable if we have provided services.
11. Claim for damages
- 11.1 Claims for damages raised by the buyer on us are excluded - for whatever reason - be it due to violation of contractual accessory obligations, wrongful acts or delays.
- 11.2 The previous paragraph is not applicable if we or our subcontractors are proved guilty of gross negligence. Consequential damages (consequential harm caused due to a defect) on account of the lack of warranted quality will not be entertained by the company.
- 11.3 In any case, the liability is limited to the value of the delivered item.
12. General liability
- 12.1 No claims for damages can be made on us if we, our legal representatives or subcontractors have caused the damage due to ordinary negligence. This exemption from liability is applicable to physical injury, taking over a contracted warranty, as well as violation of contractual obligations that hamper the fulfilment of the purpose of the contract. Our liability however is limited to the scope of the guarantee or to wilful negligence and violation of important contractual liability and to the typical contractual or foreseeable damage. Claims according to the Product Liability Law remain unaffected.
- 12.2 With the exception of the claims for defects, claims according to the Product Liability Law and for damage to life, body or health, the period for claiming damages is limited to one year after the customer has come to know of the damage and wants to make use of his right for compensation or should have made use of it without being negligent.
13. Place of delivery, Court of Jurisdiction, Applicable law
- 13.1 Our registered office is the place of delivery of all services arising from the delivery contracts.
- 13.2 Our registered office is the place of jurisdiction for any disputes arising from the delivery contract. However, we are authorised to file a petition at the customer's registered office.
- 13.3 German law is applicable.
In case of questions or doubts, please contact:
Mr. Michael Obermaier, Tel: 08124-5395-14