I. Scope, deviating conditions, partial inefficiency
1. Our terms and conditions apply to all current and future business between us and the customer. They shall be deemed agreed at the latest upon receipt of the goods or service by the customer.
2. We hereby also reject deviating conditions of the customer for future business; they are only binding for us insofar as we expressly recognize them in writing in individual cases.
3. The invalidity of a clause or part of it does not affect the effect of the remainder.
II. Offers, condition, written form
1. Our offers are non-binding. Quotations and freight rates do not include fixed prices. Offer documents may not be made accessible to third parties.
2. Information, recommendations, offers and agreements are non-binding and open and require our written confirmation.
III. Pricing
1. Only the prices valid on the delivery day apply. Price deviations from the price list valid at this time will not be confirmed separately, unless a special fixed price has been agreed for the item. In the case of articles made especially for the customer, the agreed prices only apply if they have been confirmed by us for each order, including new orders, by a written order confirmation.
IV. Delivery, risk of ownership
1. The delivery quantity is determined bindingly according to our choice according to one of the commercial methods. Customary shortfalls or excess deliveries of the sold quantity are considered contract fulfillment. We are entitled to partial deliveries to a reasonable extent.
2. Only confirmed delivery dates / deadlines are binding for us. All delivery dates / deadlines are subject to the condition that transport routes and means of transport are available to the usual extent, and are deemed to have been met if the goods leave the delivery point in time to arrive at the consignee at the usual time.
3. The customer has to assist in the acceptance and to inform us in good time about difficult delivery conditions.
4. The risk of ownership is passed to the customer with provision for collection, at the latest with loading into the means of transport. We are not obligated to expressly inform the customer about the provision.
5. If the delivery / collection is delayed for reasons for which the customer is responsible, the costs of storage and the risk are transferred to the customer.
6. Delivery is ex works Hermannsburg. Other agreements are only valid if they are expressly confirmed by us in writing. If acceptance of the delivery is refused by the customer, all costs shall be borne by the objector.
V. Delivery disruptions
1. For reasons, circumstances and events beyond our control (strikes, catastrophes) that prevent or substantially impede delivery exempt us from our obligation to deliver for the duration of their effects. This also applies if our subcontractors are wholly or partially released from the obligation to deliver or if the normal supply and transport options no longer exist. In such cases, even if we were already in delay, we shall be entitled to deliver with appropriate delays including reasonable lead time. If an agreed delivery date of more than 4 weeks is exceeded, the customer is entitled to set a grace period of 4 weeks. If the delivery obligation is not fulfilled by the expiry of the grace period, the purchaser has the right to withdraw from the contract. The resignation must be declared in writing immediately after expiry of the set period of grace, at the latest within one week after expiry of this period.
VI. Complaints
1. Transport damage must be reported to us immediately in writing in accordance with the damage documentation of the carrier. Shortages and wrong deliveries must be notified to us immediately in writing. A reduction of the payment due to incorrect, minor or wrong deliveries is only permitted after prior written explanation of the reasons and depending on our approval. We will make a written notification of the whereabouts of the wrong delivery.
2. A return of goods for credit can only be made after prior agreement and written consent by us. The costs for transport, reprocessing etc. are to be borne by the customer. Defective goods are usually replaced free of charge by us, provided that the goods are available for inspection and consideration. The same applies in particular to any warranty claims. In case of legitimate complaint we give a discount or arrange for a replacement delivery. Claims for consequential costs do not exist.
VII. Terms of payment
1. The goods are settled at the prices valid on the day of delivery. Sample discounts are not granted. If no special arrangements are made, all payments must be made within 30 days of invoicing net cash free of charge.
2. We reserve the ownership of the delivery items until payment. In the event of a breach of contract by the customer, in particular in the event of default of payment, we are entitled to take back the goods after a reminder and the customer is obliged to return them. The assertion of the retention of title as well as the seizure of the delivery items by us shall not be deemed as withdrawal from the contract, unless the provision of the Consumer Credit Act applies or this is expressly declared in writing by us. In addition, the following applies to use with merchants, a legal entity under public law or a public law special fund: The customer is entitled to resell the delivery items in the ordinary course of business; However, we hereby assign to us all claims in the amount of the purchase price agreed between us and the Purchaser (including value added tax), which accrue to the Purchaser from the resale, irrespective of whether the delivery items are resold without or after processing. To collect this claim, the purchaser is authorized after the assignment.
3. Foreign deliveries are generally made only against prepayment or irrevocable letter of credit.
4. In the event of non-payment, interest will be charged from the due date at bank-standard borrowing costs. To cover the extrajudicial dunning costs the buyer will be charged EURO 5, - with repeated reminder this amount will be doubled. Discount charges, bill charges and default interest are to be paid immediately - until full payment due. We reserve the right to withhold invoices, including default interest, in the case of further orders. If the buyer exceeds the term of payment or enters into a substantial deterioration in his financial circumstances, we are entitled to demand payment in cash before the goods are delivered for all deliveries that are still outstanding and the payment date has expired. In addition, our entire balance will be due immediately.
VIII. Delayed payment, creditworthiness
1. In the event of late payment, all rebates, discounts and other benefits granted will lapse.
2. If the customer does not meet his payment obligations, in particular if he stops his payments or a check is not honored, or if we become aware of other circumstances that call into question the creditworthiness of the customer, we are entitled to call in the entire remaining debt. In this case, we are entitled to demand advance payments or security payments; In addition, we may withhold or refuse further deliveries in whole or in part not only from the respective contract but also from other contracts and demand immediate cash payment for all services.
IX. Prohibition of assignment
The customer may assign, pledge or otherwise dispose of claims which we have against him only with our consent.
X. Returning goods for exchange or redemption
Goods returned for exchange or redemption can only be made after prior approval by us or our field service. In principle all promotional items and all products that are no longer listed in our current sales program are are excluded from exchange or redemption. The return must be made in the original packaging free of charge for the recipient - unfree shipments will not be accepted. The consignment must be accompanied by a copy of the invoice under which the goods were originally delivered and invoiced. Credit notes from returned goods can only be offset against new goods purchases. The credit will be deducted from the respective conditions. For handling costs, we charge 10% to 25% of the value of goods credited according to the age of the goods. Goods older than 2 years can not be returned.
XI. Jurisdiction, choice of law
1. The place of jurisdiction for all current and future claims arising from the business relationship with the customer is 29320 Hermannsburg, Germany.
2. The contract is governed exclusively by German law. Incidentally, the relevant provisions of the Civil Code and the German Commercial Code as well as the AGB law apply.
Silent Wire GmbH
Am Kumpenkamp 8
29320 Hermannsburg
Tel.: +49 / 50 52 91 35 – 88
Fax: +49 / 50 52 91 35 – 87
www.silent-wire.de