Delivery and payment conditions
1. The following sales conditions apply to all goods and services provided. If the buyer has different purchasing conditions, those conditions apply only if expressly confirmed by the seller in writing. An obligation to supply is incurred only by acceptance of the individual order, and only for that order.
2. Goods are supplied at the prices in the currently valid price list. These prices apply to the purchase of original goods. Force majeure, unforeseen events that influence the ability to supply in any manner whatsoever, releases the seller from the obligation to supply for the duration of such disturbances or hindrances. The buyer does not have the right to withdraw from the contract or to demand compensation for damages. Within Germany: Delivery to the buyer’s premises is free for a minimum purchase amount of EUR 200. Shipments to other countries require consultation with our export department. If the buyer requests a delivery service other than the typical shipment type, such as express or dispatch goods, then the buyer must cover the associated extra cost. The buyer bears the risk of shipment, even if the seller provides delivery free of charge or has insured the shipment. Delivery dates are binding only if they have been expressly confirmed by the seller in writing.
3. Payment of the purchase price is due 30 days after the invoice date. For payment within 10 days, the seller grants a 3% discount. Outside of Germany, the payment conditions as agreed to with our export department will apply. Checks and bills of exchange are accepted only as payment. Checks are applied as payment only when credited, and bills of exchange only after redemption on the expiration date. The buyer must pay all discount charges. If payment is not made on time, the seller is entitled to demand interest without further notice, starting from the due date. The interest rate is the typical bank rate for unsecured overdraft loans. If a payment plan has been agreed to, the remaining amount is due immediately if the buyer is in full or partial default on a payment. The same applies if the buyer has provided more than one bill of exchange and a bill of exchange is protested; in this case, all bills of exchange that are due later become due immediately.
4. Current account/balance clause (business relationship clause): The seller retains ownership of the goods until all receivables of the seller against the buyer from the business relationship have been paid, including the future receivables from contracts concluded at the same or a later time. The same applies if some or all receivables of the seller have been included in a running account and the balance has been calculated and accepted. Sales in the course of a business divestment in full or a lease are not considered sales in the course of orderly business operations and require the written permission of the seller. Extended reservation of title upon resale with assignment-in-advance clause: The buyer is entitled to resell the reserved goods in the course of orderly business only if it does hereby now assign to the seller all receivables accruing to it from the resale to a receiver or third party. If reserved goods are sold without further processing, or after being processed or combined with items that are the exclusive property of the buyer, then the buyer now assigns to the seller the full amount of the receivables arising from the resale. If reserved goods are sold by the buyer—after processing or combining—together with goods that do not belong to the seller, then the buyer now assigns the receivables arising from the resale in the amount of the value of the reserved goods with all ancillary rights and priority above all other claims. The seller accepts the assignment. The buyer is authorised to collect said receivables even after assignment. The right of the seller to collect the receivables itself remains unaffected; however, the seller agrees not to collect the receivables as long as the buyer properly pursues its payment and other obligations. The seller can demand that the buyer inform it of the assigned receivables and the associated debtors, provide all information required for collection, turn over the associated documentation, and inform the debtors of the assignment. Extended reservation of title with processing clause: Any processing of the reserved goods is undertaken by the buyer for the seller, without the latter incurring any obligation. If the reserved goods are processed, combined, mixed, or blended with other goods that do not belong to the seller, then the seller is entitled to the joint ownership share arising therefrom in the new item in proportion to the value of the reserved goods relative to the other processed goods at the time of processing, combining, mixing, or blending. If the buyer purchases sole ownership of the new item, then the contractual partners agree that the buyer provides the seller with joint ownership of the new item in proportion to the value of the processed, combined, mixed, or blended reserved goods and will store the same for the seller without charge. Check and bill-of-exchange clause: If an exchange-related liability of the seller is incurred in conjunction with the payment of the purchase price by the buyer, then neither the reservation of title nor the underlying receivable due to delivery of goods expire before the exchange is redeemed by the buyer as the drawee. The buyer is obligated to inform the seller immediately in writing of attachment of the goods and/or the assigned receivable by third parties or other claims that third parties make with respect to the goods. In case of attachment, the seller must be sent a copy of the bailiff’s return at the same time. The buyer shall provide insurance in lieu of oath in case of summary court proceedings, stating that reservation of title persists as agreed in these conditions, as well as that the attached goods belong to those who own the agreed reservation of title and that the attached receivables are receivables arising from the sale of reserved goods. If the value of the assigned receivables exceeds our total receivables against the buyer by more than 20%, then the buyer is entitled to demand release to that extent.
5. The supplied goods shall have no defects in material or workmanship when delivered to the buyer. Descriptions of the products in sales catalogues, marketing materials, or specifications do not constitute guaranteed properties. The buyer shall immediately inspect each delivery upon receipt. The seller provides a warranty against defects that were evident at such an inspection only if the buyer informs it of such defects immediately in writing, no later than within 8 days after receipt of goods. Any guarantee against other defects is excluded if the buyer does not report the defect to the seller immediately upon discovery. The buyer must in any case report the type and scope of the defect and the number of the invoice, as well as present suitable evidence to substantiate the defect. If the delivered goods have defects in material or workmanship, the seller shall replace them. If the replacement delivery fails twice, the buyer can demand that the payment be reduced or, at its discretion, that the contract be cancelled. All other claims due to errors are excluded. This also applies to claims for damages—for any legal reason whatsoever—as long as
a) the damage has not been caused intentionally or due to gross negligence by legal representatives or agents of the seller, or
b) the claims for damages are not due to lack of any guaranteed properties, or
c) the claim for damages does not relate to consequent damages from a defect, against which a lacking, possibly guaranteed, property is intended to protect the buyer. If the seller—for any legal reason whatsoever—is liable, then said liability is limited to the material value of the delivered, defective goods. The claim for damages is limited to the foreseeable damages in any case.
6. The buyer shall not modify the supplied goods nor the equipment or packaging thereof, and shall particularly not modify or remove the existing warning about hazards in case of improper use of the goods. If it does so nevertheless, then it shall release the seller from any claims by third parties on this basis.
7. Place of fulfilment
The place of fulfilment for obligations by both sides arising from the contractual relationship is Warburg (Westphalia).
The parties agree that Warburg (Westphalia) is the local court of jurisdiction for any disputes arising from the contractual relationship. Said agreement also applies to claims from checks and bills of exchange.
8. The buyer grants permission for the seller to forward data from the contract documents and the execution of the contract to a credit protection agency. The forwarding of data by the seller is permissible only if the buyer does not fulfil its obligations from the contractual relationship, in whole or in part, in accordance with the contract.
9. If doubts arise with respect to the creditworthiness of a buyer, then the seller is entitled at any time to demand surety payments or to recall the shipped goods and to stop any planned deliveries.
10. If one of the above conditions should be invalid, then the other conditions that are not invalid remain unaffected.
11. These delivery and payment conditions also apply to all later transactions without needing to be expressly mentioned in the later confirmation message.
12. As part of the business relationship,we save and process data within our company in accordance with §26 BDSG (German Privacy Act).
13. Final provisions
For all disputes arising from or due to this agreement,German law applies under exclusion of UN purchasing law. If one provision of these general terms and conditions should be invalid, then the validity of the other provisions is not affected.
Brauns-Heitmann GmbH & Co. KG
Postfach 1163 · 34401 Warburg
Industriegebiet Warburg-West · Lütkefeld 15
34414 Warburg · DEUTSCHLAND
Telefon: +49 5641 95-0 · Fax: +49 5641 95-141
Sparkasse Höxter Kto.-Nr.: 25 007 246 (BLZ 472 515 50)
BIC (S.W.I.F.T.-Code): WELADED1HXB