- Scope of validity
1.1 These general commercial conditions will apply to all contracts that we enter into with our clients.
1.2 Our services and offers will be subject solely and exclusively to these general commercial conditions, which will also apply to future transactions with the client in question, provided that they are legal operations of an identical or similar nature.
1.3 Consequently, these conditions invalidate the customer’s commercial or acquisition conditions.
- Offer and conclusion of the contract
2.1 Our offers may be subject to change and are not binding, unless expressly designated as such by our company..
2.2 Our company may accept orders, placed by the client and that should be considered as the conclusion of a contract, within a period of two weeks by sending a written confirmation or by providing, within the same period, the service that is the object of the contract. .
2.3 Drawings, images or other data related to the scope of the service will only be binding when expressly agreed in writing.
3.1 Our separation services are subject to the supply of the material by the client in the correct and agreed manner.
3.2 We will only be authorized to provide partial services when these are in the interest of the client by virtue of the object of the contract and do not involve any considerable additional expense.
3.3 The supply and production dates are approximate, as long as nothing else has been agreed with the customer. The terms related to the service always begin from the moment in which the client has fully and correctly fulfilled his obligations.
3.4 When the customer is late in supplying or accepting the merchandise to be separated, we can claim compensation for the damages that have occurred; the danger of eventual destruction or eventual deterioration will be transferred to the customer with the start of the acceptance delay.
- Prices and payment methods
4.1 Our prices refer only to the separation service.
4.2 In those cases in which the client wants us to send him the merchandise that we have separated, the transport costs will be at his expense.
4.3 Our invoices are payable within 30 days from the date they are issued.
4.4 When the client is late in payment, the legal provisions will apply.
4.5 The client may only offset our credits with unanswerable credits, recognized by us and legally established, or with credits that are reciprocally related to our credit. The client will only be authorized to assert a lien when his counterclaim is based on the same contractual relationship.
- Transfer of danger and acceptance
5.1 In those cases in which the customer wants us to send him the merchandise that we have separated, the danger of its eventual destruction or deterioration will be transferred to the customer when the merchandise is sent to him, at the latest when it leaves our warehouse. If the shipment is delayed at the request of the customer, the danger will be transferred to him with the notification of the availability of the goods for shipment.
5.2 When necessary, the client must package and identify the merchandise that we are going to separate, as well as provide us with all the information we need for its correct storage. The merchandise will be stored at our discretion, in our warehouse or in third-party storage facilities, provided that this possibility is not excluded in the contract. Our company must guarantee the correct maintenance and care of warehouses and other storage spaces and the insurance of goods, in particular against theft. Other security measures that go, for example, beyond the legal provisions on fire protection will require a specific agreement.
5.3 The service provided by our company must be accepted by the customer within a week from the delivery of the separated product. Our service will be considered accepted when the client does not reject the acceptance within this period specifying at least one defect.
6.1 In the event that our company breaches a contractual obligation, the client will be granted legal rights in accordance with the following provisions.
6.2 In the case of a justified notification of a defect, the customer will have the right to rectification during the warranty period and our company will have the right to choose as regards the type of correction. If the remedy fails or if it is inadmissible for the customer to carry out other attempts to remedy, the customer will be entitled to a reduction or to withdraw from the contract.
6.3 The client will only be able to assert claims for damages due to a defect according to the conditions set out in section 6 when the correction has failed or our company rejects it. The foregoing shall apply without prejudice to the client’s right to assert other claims for damages according to the conditions set forth in section 6.
6.4 The right to claim for defects against our company only assists the customer and cannot be transferred.
6.5 The limitation period for claim rights for defects is one year from the termination of the separation service. This will not apply when the law provides for longer periods, in the case of cases in which life, physical integrity or health is put at risk, when our company breaches a duty acting with intent or gross negligence or when it is conceal a defect in bad faith.
7.1 La responsabilidad de nuestra empresa por eventuales daños se limita únicamente a aquellos que se produzcan cuando esta, sus representantes legales o sus agentes infrinjan una obligación contractual sustancial o cuando actúen con dolo o negligencia grave. Where an essential contractual obligation is breached through slight negligence, our liability will be limited to typical and foreseeable contractual damages. It is considered that a contractual obligation is essential when it is its fulfillment that makes the correct execution of the contract possible or when the client has had the possibility to place its trust in its fulfillment or has done so.
7.2 Any additional liability for damages is excluded. The foregoing shall apply without prejudice to liability for culpable injuries that threaten life, physical integrity and health as provided in the legal provisions. This also applies to compulsory liability under the German Product Liability Act (Produkthaftungsgesetz).
- Place of performance / competent court / applicable law
8.1 The place of fulfillment of all the obligations to which our company is subject and for any other contractual obligation to which both parties are subject is the town of Wachtendonk.
8.2 This contract and these conditions, as well as the entire legal relationship between the client and our company, will be governed by the law of the Federal Republic of Germany, excluding any reference to other legal orders and national treaties. The United Nations Convention on Contracts for the International Sale of Goods is not applicable.
8.3 Wachtendonk will be the place of jurisdiction for all disputes arising from this contractual relationship. However, our company is authorized to take the client to court wherever he has his registered office.