General Terms & Conditions
§ 1 Scope of validity
(1) The following conditions shall apply to all legal transactions of Döbeln Elektrowärme GmbH. The purchaser recognises the exclusive validity of our conditions, even if his own conditions are contradictory with regard to the order placed. Contradictory terms and conditions of the purchaser are not obligatory to us, even if we do not expressly object.
(2) All warranties, subsidiary agreements and alterations of an order require the written confirmation of the management with a legally valid signature to become effective.
§ 2 Quotation/quotation documents
(1) An order is only deemed to have been accepted, when it has been confirmed as binding by us in writing with a legally valid signature.
(2) We reserve all rights pertaining to cost estimates, drawings and other documents including all proprietary and copyrights. Cost estimates, drawings and other documents must not be made available to third parties, unless we have expressly consented to this effect.
(3) Drawings and other documents belonging to quotations must be returned without delay upon request, if a contract is not concluded.
§ 3 Product specification
(1) Necessary protective equipment shall be provided, as far as this is legally stipulated or expressly agreed.
(2) The VDE (Association of German Electricians) regulations shall be observed as far as they apply to the delivery and services. Deviations are permissible if the same safety is assured by other means.
(3) Surcharges shall be invoiced for packaging deviating for the quotations.
§ 4 Delivery period
(1) The delivery period begins on the day the order confirmation is sent and ends on the day the goods leave the supplier. In case of later alterations to the order made by the purchaser, which may have an effect on the delivery period, the delivery period shall begin on confirmation of the alteration. We reserve the right to make partial deliveries.
(2) Delivery takes place on the condition that deliveries to us are made correctly and on time and that we are not responsible for lack of availability. In case of non-availability of the goods the purchaser shall be immediately informed and any down-payments reimbursed without delay. We are then entitled with withdraw from the contract.
(3) The observance of our delivery obligation assumes the punctual and complete fulfilment of the contractual obligations of the purchaser, in particular the punctual receipt of all documents, approvals and releases to be supplied by the purchaser.
(4) Damage claims of the purchaser on the grounds of delayed delivery are excluded, unless the delay originates from intent or gross negligence on our part.
§ 5 Default of acceptance
(1) If the customer is in default of acceptance of the goods for longer than fourteen days after receipt of the notification of provision, we can grant an extended period of fourteen days with the declaration, that the purchaser rejects the acceptance after expiration of this period. Upon unsuccessful expiration of this period we are entitled to submit a written withdrawal from the contract or to claim damages for non-fulfilment. An additional acceptance period is not required if the purchaser finally and seriously declares the rejection of the goods. If the purchaser culpably breaches other co-operational obligations we are entitled to claim compensation for the damage occurred. Further claims reserved.
(2) If goods form the warehouse of the manufacturer are provided for the exclusive availability to the purchaser or sold for production without dispatch provisions (release goods), the purchaser must accept these within six weeks after notification of availability. Furthermore the provisions stated in par. 1) shall apply.
§ 6 Dispatch
(1) The cost of the acceptance and dispatch to any other place than the place of fulfilment shall be borne by the purchaser from the place of dispatch. We reserve the right to select the route and type of dispatch.
(2) In case of carriage-paid delivery the purchaser shall bear the actual additional costs incurred by later alteration of the type of packaging, transport route, destination or other circumstances affecting the freight costs arising from upon his request.
(3) The purchaser shall bear the cost of transport insurance and other insurances for the goods.
§ 7 Transfer of risk
(1) The risk is transferred to the purchaser as soon as the goods leave the manufacturer's premises. This also applies if carriage-paid delivery was agreed.
(2) If dispatch is delayed for reasons within the responsibility of the purchaser or on his instruction, the risk is transferred to the purchaser on the day of notification of dispatch availability. Upon express written request of the purchaser we are obliged to insure the goods stored on our premises at the cost of the purchaser. This also applies to cases in which the delivery date has not been explicitly agreed with the proviso that the risk shall be transferred to the purchaser seven day after notification of dispatch availability.
§ 8 Prices and payment
(1) If not otherwise stated in the order confirmation our prices shall be valid "ex warehouse" or "ex works", not including dispatch costs and VAT.
(2) We reserve the right to alter our prices to the extent and from the time that cost increases and/or reductions occur, in particular due to material price changes or currency fluctuations. Upon request of the purchaser we shall provide corresponding proof.
(3) Our invoices are due within thirty days of receipt. The legal regulations regarding default of payment shall apply.
(4) The purchaser can only deduct counter-claims if these are indisputable or have been legally established. The customer may only exert a right of retention if this is based on the same contractual relationship.
§ 9 Deterioration in the solvency of the purchaser
All claims shall immediately become due for payment if the terms of payment are not adhered to or a substantial deterioration in the financial solvency of the purchaser should become known after conclusion of the contract. We are then entitled to only provide outstanding deliveries and services in case of pre-payment of provision of securities. If pre-payment is not made or securities are not provided within a reasonable period, we shall be entitled to withdraw from the contract.
§ 10 Retention of title
(1) The delivered goods shall remain our property until full payment of all claims against the purchaser arising from this business relationship has been completed; in case of bills of exchange and cheques until their discharge, encashment or credit entry.
(2) The purchaser is revocably entitled to process the delivered goods in the course of normal business operations or to connect same with others. In case of the processing, mixing or connecting with other goods by the purchaser, we shall obtain the co-proprietary right to the new product in the relationship of the invoice value of the reserved goods to the total value. The thus created co-proprietary rights are considered as reserved goods in the sense of par. 1).
(3) The purchaser is entitled to sell the reserved goods during the course of business, if he is not in default if payment for our purchase price claims.
(4) If the purchaser sells the reserved goods, he shall therewith now convey to us until the clearance of all claims against him the claims payable to him by third parties for re-sale, including all secondary rights. If the reserved goods are re-sold after processing, mixing or connecting, the transfer of the claim from the re-sale shall only apply to the value of the reserved goods invoiced by us to the purchaser. This also applies if the reserved goods are re-sold together with goods of third parties not belonging to us. We shall accept this transfer.
(5) The purchaser has the right to collect the claims, even after the transfer. We may restrict or withdraw the direct debit authorisation for important reasons. The purchaser is committed to send us a list of these claims upon request and to inform his customers of this transfer. We shall then be entitled to collect the debt in our own name.
(6) If the realisable value of all security rights due to us from the current business relationship with the purchaser exceeds the amount of all secured claims by more than 15 %, a corresponding part of the security rights will be released upon the purchaser's request.
(7) An attachment of the reserved goods or other foreclosure measures pertaining to the reserved goods must be declared to us immediately by the purchaser. The purchaser shall bear the cost measures required in the cancellation of the intervention of third parties.
§ 11 Warranty
(1) The purchaser must inspect the delivered goods for quantity, incorrect delivery and obvious defects immediately after receipt at the destination. This also applies to patterns sent ot the purchaser.
(2) Complaints must be declared to us without delay. Defects that are not able to be detected despite careful inspection must be declared to us immediately after detection. Notification must in all cases be made in writing.
(3) In case of justified and founded claims, we are entitled to rectification. We have the choice between rectification and re-delivery. In case of rectification we are obliged to bear the costs of transport, labour and materials, if these costs are not increased by the goods being delivered to any other than the place of fulfilment.
(4) If the rectification or re-delivery does not take place within a reasonable period taking into consideration our delivery possibilities, or if the rectification/re-delivery should fail, the purchaser shall be entitled to reduce the purchase price or withdraw from the contract.
(5) Warranty claims for material defects shall be limited to 12 months. This does not apply if the law acc. to § 438 par. 1 no. 2 (buildings and goods for buildings) and § 634 a par. 1 no. 2 (structural defects) BGB (German Civil Code) prescribes longer deadlines or if this refers to the purchase of new consumer goods in the sense of § 474 par. 1 BGB.
(6) Damage claims of the purchaser resulting from injury to life, body or health are excluded from the above stated exemption from claims of the purchaser and the restriction of the limitation period, if the seller is responsible for the breach of duty and if the liability for other damages resulting from intended or gross negligent breach of duty lie with the seller, his legal representative or his agent.
§ 12 Liability
(1) In case of injury to life, body or health incurred by us, our employees or agents, we also assume liability for slight negligence as well as such liability according to the principles of absolute liability.
(2) Beyond this we only assume liability for damages caused by us, our employees or agents by intent or gross negligent action.
(3) Liability is limited to contractually typical damages, which we should have foreseen upon conclusion of the contract taking into consideration the circumstances known to us or such circumstances as should have been known to us as the potential consequence of the breach.
§ 13 Place of fulfilment and place of jurisdiction
(1) The place of jurisdiction for pecuniary disputes resulting from this contract is Leipzig, if the purchaser is a merchandiser and the contract belongs to the operation of his trade or if the purchaser has no general domestic place of jurisdiction and if no exclusive place of jurisdiction is given. We are however entitled to file action against the customer at any other legal place of jurisdiction. The statutory competent courts are responsible in the case of non-merchandisers.
(2) The contractual relationships of the parties are subject to the laws of the Federal Republic of Germany.
§ 14 Nullity of individual clauses
The legal invalidity of one or more conditions of these General Terms and Conditions does not have any effect on the remaining provisions. If a provision is ineffective, it shall be replaced by an effective provision that as closely as possible corresponds with the economic purpose of the ineffective provision.
Status 01. 01. 2007