General Terms and Conditions of Business of Anker Schroeder ASDO GmbH
1.1 Conflicting Conditions
Terms and conditions of our customers which conflict with these General Terms and Conditions shall only apply if expressly accepted by us in writing.
Transmission, copying, reproduction or redistribution of ASDO content (data, documents, images) or any content used on this site, including by framing or similar means, is prohibited without the prior written consent of ASDO. Violations will be prosecuted under criminal law and subject to payment of damages. All rights reserved, including patent rights, utility models or patent applications.
All offers are without engagement. Prices are quoted net in EURO ex works, plus packing and Value Added Tax.
Delivery free building site/warehouse means delivery without unloading and subject to availability of an access road which is suitable for motor vehicles. Where unloading is agreed, unloading will be done from the vehicle. Waiting times may be subject to charge. A suitable place for unloading and storage must be provided.
2. PAYMENT, TITLE, DELIVERY
Our invoices are due and payable without deduction within 30 days from date of invoice. In the case of payment not being made by the due date, interest will be charged on arrears at a rate of 5% above the base interest rate in force at such time.
The customer has a right of withholding, except where it is based on the same contractual relationship, and of offset on account of his own counterclaims only where such counterclaims have been acknowledged by us in writing or finally and absolutely established at law. Should a customer/buyer fall into arrears with the whole or part of any claim, all our claims arising from the entire business relationship shall become due and payable immediately, regardless of any bills of exchange we may have accepted in payment. The customer/buyer may then not resell any items to which we have sole or joint title and shall have a duty to surrender them to us on our request.
2.2 Reservation of Title
We reserve title to the goods supplied by us until fulfillment of all our claims arising from the contract on which delivery is based.
The customer shall have the right to sell the goods to which we reserve title ("reserved goods") in the ordinary way of business provided he is not in arrears and provided he reserves title towards his customers and the claims arising from resale actually pass to us in accordance with the following provisions. He may not agree any other payment conditions.The customer must inform us without delay of any attachment of or other intervention in respect of the reserved goods by third parties and immediately take measures to dispose of such intervention. The customer shall have a duty to mark and store the reserved goods separately.
The customer/buyer already hereby assigns to us in the amount of our claims the claims to which he is entitled arising from resale of the unprocessed or processed goods or on any other grounds relating to the reserved goods, including claims for compensation on account of damage or destruction of the reserved goods irrespective of whether the claims are made on grounds of contract or statute against the party causing the damage, an insurance company or other third parties, as well as claims for benefit drawn.
The buyer is authorised - as long as he fulfils his payment obligations - to collect the claims assigned to us arising from resale; he may, however, not dispose of such claims by way of assignment.
This shall be without prejudice to our right to make collection. We can require that the customer inform his customers of the assignment to us and provide us with all information and documents needed for collection.
Where processing is done under a contract for work and services or for work, labour and materials, the customer/buyer likewise hereby already assigns his claim for payment there under to us in the amount of our claim.
2.3 Delivery Time
Delivery times or dates are quoted to the best of our knowledge and belief but without any obligation on our part. Agreed delivery times shall commence on the day of order confirmation, though not before clarification of all details relating to performance of the order and the fulfillment of any other preconditions to be fulfilled by the customer or public authorities. In the event of any subsequent changes to the contract by the buyer which affect delivery, the delivery time may be extended by a reasonable period. The same shall also apply should any unforeseen obstacles occur which are beyond our control, e.g. interruptions of business, delays in the supply of raw materials and supplies which are essential for the order, and such like. This shall apply even if the order is already in delay. Any additional time already allowed shall be automatically extended by the duration of the obstacle. In the event of any such obstacles we shall inform the customer in important cases. In the case of events of a force majeure nature we shall have the right to postpone delivery for the duration of the hindrance or, if the contract has not already been fulfilled, to rescind the contract in whole or in part. Tantamount to force majeure shall also be strikes, lockouts and other circumstances which materially impede delivery or render it impossible, regardless of whether they affect ourselves or any of our suppliers. Failure to comply with a delivery time shall not give grounds for any claims for compensation, provided the delay was not due to gross negligence or willful intent on our part. Should it become unreasonable for either party to perform the contract, that party may to that extent rescind the contract.
Goods which are notified to the buyer as being ready for dispatch must be collected by the buyer without delay. In the event of the buyer's failure to do so, we shall have the right, at our option, to dispatch the goods or to store them at the buyer's expense.
Deviations in dimensions, weight and quality shall be permissible in accordance with the latest DIN/EN standards in force from time to time or, in the case of non-standardised goods, with the practice customary in our firm.
All drawings, plans and calculations provided by Anker Schroeder shall be subject to inspection/control by the client and it shall be the sole responsibility of the client, all legal responsibility or liability in case of any consequential damage is excluded.
If any changes are required to ensure project execution in conformity with specifications, we retain the right to alter any technical specifications and to adapt any deviations.
For defects in the goods, including the absence of warranted properties, we shall assume liability as follows:
- We will take back goods being defective and repair them or replace them by goods which are in perfect order and deliver them free destination.
- Should we fail to provide replacement or to do so in the contractual manner, the buyer shall have the right to cancel the contract or to claim a reduction in price. In the case of defective goods, the statutory warranty rights shall apply, except as specified otherwise below.
- Claims for defects shall lapse six months after receipt of the goods at the place of destination, and in all cases not later than eight months after notice of readiness for dispatch.
- We shall have the right to refuse to remedy defects for as long as the buyer has not paid a reasonable amount of the due payment taking the possible defect into account.
- The foregoing provisions shall apply also in the case of delivery of other than the contractually agreed goods.
- In respect of our liability for faults, and liability based on any other legal grounds, including liability for tort, the following shall also apply:
- We shall only be liable for damage to property of the customer/buyer, including consequential damage, in the case of willful intent or gross negligence. This shall not apply in the case of damage caused by the absence of a warranted property, which property was intended to secure the customer/buyer against the risk of damage.
- Advice given by our employees shall create neither a legal contractual relationship nor a subsidiary duty pursuant to the contract, so that, unless expressly agreed otherwise in writing, we shall have no liability on grounds of such advice.
- To the extent that our liability is precluded or limited, the same preclusion or limitation shall also apply to the personal liability of our employees, legal representatives and those engaged in performing an obligation for which we are vicariously liable.
- For any modifications of our products without our permission in writing, our liability shall lapse.
4. LIABILITY FOR CONTRACT WORK
We shall perform work with which we are commissioned with all due care. Should items supplied to us be rendered useless through faulty treatment on our part, we shall repeat our service in the scope of the original order free of charge. All other claims on any legal grounds whatsoever - i.e. regardless of whether for material or consequential damage - are precluded except in the case of negligence or willful intent on our part. We shall assume no liability for defects arising from compliance with instructions given by the customer.
5. PLACE OF PERFORMANCE AND LEGAL VENUE
The place of performance and legal venue is Dortmund. The law of the Federal Republic of Germany shall apply.