General Conditions of Sale and Delivery No. 01/2017 of the Company A. Knorr GmbH (Status 2017)
1. For the entire business-relationship between A. Knorr GmbH (subsequently also Seller) and for the buyer including the future, these general sale and delivery conditions No. 01/2017 are exclusively binding. Herewith other purchase-conditions or other general business conditions of the buyer are contradicted. They are not applied. A. Knorr GmbH, is justifiable to alter their general sale and delivery conditions No. 01/2017, with effect for the future entire business relationship with the buyer after a corresponding communication.
2. Passes between the buyer and A. Knorr GmbH a framework agreement, these general sale and delivery conditions are valid as well as for this framework-agreement also as for the individual order.
II. Quotation, Conclusion of Contract
1. For all quotations and orders between A. Knorr GmbH and the buyer the following conditions of contract are exclusively binding. Quotations submitted by Seller are made without engagement on his part. They are intended to give access to Sellers business friends into documentation to facilitate their decision on placing an order. Orders placed will become binding only after written confirmation of Seller within a reasonable time thereafter.
2. All technical information, i.e. descriptions, illustrations, drawings, dimensions and weight, make or manufacturer and model, year of manufacture and information on capacity as well as condition, steady and loose accessories, made either verbally or in writing, which refer to quotations, are only given as approximatives, as far as they are not particularly named to be binding.
3. Supplements, modifications or additional agreements become effective only after written confirmation of the Seller.
4. In case the offered machines are not in Sellers stock and their location together with address have been made known to the prospective Buyer, the addressee of quotation obliges himself not to pass on this information to third parties or to buy these machines either himself or via third parties there, but only via the Seller.
He further engages himself to make all negotiations with regard to price and conclusion via the Seller. Otherwise, the addressee of quotation will compensate the Seller for the loss of profit in full height of the difference between evidenced purchase price and price of quotation.
III. Obligation of Delivery
1. The Sellers written order confirmation is binding with regard to volume of delivery.
2. The obligation to deliver the sold machine will be cancelled without replacement, if, by mistake, the machine has been sold twice or if the machine has been wrecked or damaged to an extent that a delivery is out of question.
The beforementioned exclusion of liability does not apply in case of gross negligence. The burden of evidence to be made by the Buyer.
IV. Prices, Payment Terms
1. All prices to be understood ex Sellers stock or other present location. Surplus tax to be charged additionally.
2. Payment of purchase price must be effected, as far as not expressly otherwise agreed, immediately upon goods being ready for dispatch, net cash. Cheques and drafts are accepted only if particularly agreed and under reserve of being discounted. Valuation is effected on the day on which the countervalue is at disposal. Discount fees, stamp taxes and collecting charges are due immediately in cash, if not otherwise agreed.
3. Delayed payments will involve interest payable on arrears, amounting to 3 per cent above discount rate of LZB.
4. Upon non-compliance with conditions of payment, or if circumstances become known to Seller after conclusion of contract, which reduce the credit rating of Buyer with regard to bank aspects, all claims will become due, after previous reminder, and without considering the currency terms of the accepted drafts. In such case the Seller is authorised to carry out still outstanding deliveries and services only against advance payment or guarantees, or, after a reasonable period to follow, to withdraw from the contract.
5. Retaining of payments or balancing of accounts against claims of Buyer, being contested by Seller, are not permitted.
V. Delivery Time
1. The delivery time is kept when, upon itsexpiry, the object of sale has left Sellers stock or Buyer has been notified of its being ready for dispatch.
2. Unforeseen events which may occur are out of Sellers influence may prolong the delivery period by a reasonable extent. This also applies if these events do occur during an already existing delay.
3 In case a delay, caused by the Seller, involves a loss to the Buyer, especially if a fixed delivery date has been agreed with the Seller, the Buyer is authorised to claim an indemnification, at the same time excluding any further claims from his part. Such indemnification amounts to ½ per cent for each full week of exceeded delivery. However, the maximum of fine must not exceed 5 per cent of the partial resp. of the total order that, due to the delay, has not been supplied in time.
4. If shipment and/or acceptance of the object of sale is delayed due to circumstances caused by the Buyer, the latter will be charged after 14 days, beginning with the date of notification of shipment, with any storing costs accrued with a third party for storing the goods and/or storage at Sellers place in the height of ½ per cent of invoice amount for each month. The Seller is justifiable to have the delivery object otherwise after granting of a fruitlessly proceeded extension and to do the buyer for a less profit resultant from it liable.
5. The observance of the time of delivery presupposes the fulfillment of the obligation of the Buyer from the purchase-contract.
VI. Danger-Transition, Insurance
1. When the object of delivery is handed over to forwarding agent, freight carrier or collector or if the goods are transported via forwarding mediums of Seller, however, definitely not later than upon their leaving Sellers stock, the risk will be born by the Buyer.
Upon Buyers request and at his costs the Seller will insure the goods against transport risks.
2. If, due to circumstances which the Seller has not to account for, the shipment is delayed, all risks are transferred to the Buyer beginning with the date of their being ready for dispatch. Upon Buyers request the Seller will insure the goods against damage risks. These costs are charged to the Buyer.
3. Partial shipments are permitted.
VII. Reservation of Proprietary Rights, Securities
1. The Seller reserves the property right for all objects of supply until entire payment of all claims arising from business relations with the Buyer has been effected. Upon current invoice, the entire reserved goods will serve as security to claim balances.
In case the value of existing securities for Seller exceed the claims to Buyer by more than 25 per cent of the reserved goods the Seller is, upon request of Buyer, obliged to release securities accordingly, at option.
2. The Buyer is not allowed to either mortgage or assign the object of delivery as security. In case of distraint, confiscation or other disposal by third parties, he has to notify Seller immediately.
In case of Buyers conduct contrary to the agreement, especially, upon delay in payment, the Seller is authorised to take back the goods, prior to a reminder, and the Buyer is obliged to release same.
3. Claiming property reserve as well as distraining the object of delivery by the Supplier are not be regarded as with draw back from the contract as far as the law of instalment payment is not applied.
4. The Seller is authorised to insure the object of supply against fire, water and other damages, for account of the Buyer, as far as the latter cannot prove to have concluded such an insurance himself.
VIII. Guarantee, Liability Limitation
1. The guarantee periods runs with new machinery or products with more private utilization, (consumer goods purchase, §474 BGB), from danger transition 24 months, with industrial and/or vocational utilization 12 months.
2. Second-hand machinery and equipment are sold in the condition, in which they are. Supplementary equipment is supplied only as far as available. Claims of guarantee are excluded, with the exception of characteristics that have been promised. The buyer has the right to view and to test the goods before contract conclusion or delivery. Each liability for open and hidden damages is even then impossible, if the machine has not been viewed by the buyer previously, it is then the Seller did not inform the Buyer about known damages willful or roughly carelessly. If we make reworks or later supplies in the framework of the guarantee, this causes no new beginning of the guarantee period.
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3. If, in special cases, the goods are guaranteed to be free of cracks and fractures, such a guarantee will be applied only to those fractures that exclude their usability. For defects on parts which are subject to wear, for example gears, bushings, screws, barrels, etc., no guarantee will be granted, even if a “free of crack and fracture” guarantee has been given. Welded and bolted machinery is considered to be free of crack and fracture.
4. The Seller cannot be held responsible as to following damages no matter for which legal reason and no matter of which nature. All Buyers claims beyond the elimination of damages, especially for goods which are not part of the delivery, will not be accepted by the Seller. Furthermore, the Seller cannot be held responsible for any loss in profit or any other following damages.
5. Damages that through outer influence, improper installation and treatment, defective service or maintenance, corrosion or usual wear has originated, are excluded from the guarantee. The guarantee doesn’t especially include the wear of wear sharings in the last-named case. Wear parts are all itself turning parts, all drive parts, tools, just as screws and barrels (for example with the extruder). With the sale of a machine underlies these guarantee regulations an application in a one-shift running operation.
6. The Buyer is to be obliged to inspect the delivered goods properly and immediately after receipt for its own expenses and inform the Seller about possible damages, wrong deliveries, obviously not authorization capable wrong deliveries or less quantities in writing instantaneously. To the ad, a period of seven days is applied from receipt of the delivery. Masked damages are to show the Seller after discovery in writing instantaneously. Besides, the §377 HGB sticks untouched with a mutual trade-business among merchants.
7. Determines the Buyer a defect, so he is not to be allowed to change the delivery object, to processes or to give it at third parties, but has arrange to the Seller sufficient opportunity and time to convince themselves of the defect and if necessary to arrange the required performance (work over or delivery of spare parts); otherwise all claims for damages lapse. Independently from being available of a damage, the guarantee claims would even then go out, if is planned changes or repairs on the part of the buyer or a third person, without authorization of the Seller.
8. Transportation damages must inform to the Seller immediately. The Buyer has the necessary formalities to regulate with the carrier, especially to meet all necessary observations to the maintenance of recourse rights opposite third parties. As far as customary break, disappearance or similar remain in reasonable frame, about this cannot be complained.
9. With justifiable complaint a rework of faulty goods or delivery of spare parts takes place, after election of A. Knorr GmbH. Multiple reworks and deliveries are allowed.
10. In the case of the elimination of faults, the Seller is committed to carry finished expense essential to the purpose of the elimination especially transportation, way, work and material expenses, as far as these don’t increase themselves through it, that the purchase object was brought at another place as the fulfillment place.
11. If A. Knorr GmbH has applied an appropriate extension for the performance in the sense of the §439 BGB, without to remedy the defect or to deliver replacement, or a rework as well as a delivery of spare parts is impossible, goes wrong or for other reasons is refused from A. Knorr GmbH, the Buyer, who is not a consumer, has only the right to resign from the contract or to decrease the purchase price, under exclusion of all further the delivery object relevant claims.
IX. Place of Fulfilment, Jurisdiction, Applicable Law
1. Place of fulfilment for payments and exclusive place of jurisdiction, also for complaints referring to documentary and bill trials, if the orderer is fully business man, a legal person of public rights or a public legal special fund, for both parties and for the entire present and future claims arising out of this business connection, is the residence of the A. Knorr GmbH.
2. The law of the Federal Rebublic of Germany applies exclusively. The application of the International private law and of the rules over the international sales of goods from the UN (United Nations) is excluded.
X. Legal Validity, Data Protection
1. If sections or individual formulations of these general sale and delivery conditions are not legal or correct or should become, the content or validity of the parts remain uninfluenced by this fact. The lawful regulation is valid at their position. In no case, the relevant regulation in these general sale and delivery conditions is replaced with business conditions of the Buyer.
2. Possible alterations or supplements of the contract needs their effectiveness of the written confirmation through the A. Knorr GmbH, this is applied also to a deviation, that the contact must be drawn up in writing.
3. Legally considerable expressions of will like terminations, resignations and the request for reducing the selling price are only effective if it is drawn up in writing.
4. The A. Knorr GmbH is justifialble to process and to store the gotten data in the context with the business connection with the Buyer – even if these comes from third persons – in the sense of the general data regulation (GDPR) from the EU. From A. Knorr GmbH representative third parties are allowed to process and to store these data also.