General Terms and Conditions
All orders are accepted subject to our general conditions of sale and delivery. Any arrangements which differ from these general conditions shall only be binding if they have been confirmed by us in writing. Our quotations are subject to change without notice. By placing an order the Customer accepts our conditions of delivery. In the event of products manufactured to order, the quantity may vary by up to 20%; this shall be accepted by the Customer.
The prices invoiced are those valid on the day of delivery. All prices are net and exclusive of value-added tax.
For the current delivery conditions please refer to the actual price lists.
For the applicable payment terms please refer to the current price list. If the period allowed for payment is exceeded, we shall be entitled to charge an interest rate of 5% above Deutsche Bundesbank’s discount rate.
5. Delays in delivery
The delivery time is stated to the best of our belief but is subject to correction, unless we have explicitly confirmed that a specific delivery date will be adhered to. Delivery obligations and delivery periods shall be suspended as long as a Purchaser is in arrears with a payment. All facts that are outside our sphere of influence (strike, lockout, interruption of operations, energy and raw material shortage, supplier failure for products and machinery spares, delays in traffic, obstructions to monetary and lending transactions, acts of war and force majeure) are considered acts of God and exempt us from delivery obligations for the duration of the state of affairs. Furthermore, they entitle us to withdraw from the contract either in full or in part. In the case of delays in delivery the Purchaser must set an appropriate grace period of at least 4 weeks. If this grace period has expired without result, the Purchaser shall be entitled to withdraw from the contract if standard goods have been ordered. This provision does not apply to products manufactured to order. In the case of products manufactured to order a new delivery date must be arranged. Claims for compensation due to delays in delivery are excluded.
Any complaints regarding the specifications of the goods or shortfall quantities must be received in writing within 8 days of receipt of the goods. Hidden defects must be reported immediately following their discovery but no later than after 8 weeks.
7. Retained ownership rights
The goods shall be delivered subject to retained ownership rights. They shall remain the property of the Seller until the settlement of all liabilities, including future liabilities resulting from the business relationship with the Purchaser and the Purchaser’s consolidated companies. The retained ownership rights shall continue to exist even if individual liabilities have been included in a current invoice and if the balance has been drawn and recognised. The Purchaser cannot acquire ownership of the goods by processing them into new goods. The Purchaser performs any further processing on behalf of the Seller. The processed goods are used to secure the conditional purchaser. If the Purchaser carries out the processing using third-party goods that do not belong to the Seller, the Seller becomes joint owner of the new goods in proportion to the invoice amount of the Seller’s goods to the third party’s processed goods.
The Purchaser shall retain conditional ownership of the goods, to which the Purchaser is entitled, when dealing with the Purchaser’s own buyers, until the latter have paid the purchase price in full. The Purchaser shall keep the ownership and co-ownership of the Seller in safe custody without charge. The Purchaser shall be entitled to process the goods which are subject to retention of title in the orderly course of business as long as the Purchaser is not in default. Pledges or transfers of title and security shall not be permitted. The liabilities created as a result of the on-sale or for any other legal reason (insurance, unauthorised act) with respect to the goods that are subject to retention of title shall be assigned by the Purchaser to the Seller in full by way of security. The Seller herewith issues the Purchaser with a revocable authorisation to recover the liabilities assigned to the Seller for the Seller’s account in the Purchaser’s name.
Upon being requested to do so by the Seller, the Purchaser shall disclose the assignment and provide the Seller with the necessary information and documentation. In the event of a third party having access to the goods subject to retention of title, the Purchaser shall point out the Seller’s ownership and notify the Seller immediately. All costs and damages shall be borne by the Purchaser. In the event of actions by the Purchaser contrary to the contract, in particular in the event of arrears in payment, the Seller shall be entitled to take back the goods subject to retention of title at the expense of the Purchaser or, if applicable, demand the assignment of the Purchaser’s right to recovery towards third parties. The retraction and pledge of the goods subject to retention of title by the Seller does not constitute a withdrawal from the contract, unless the German Instalment Purchase Act applies. The retained ownership rights are conditional in that ownership of the goods subject to retention of title is readily transferred to the Purchaser as soon as the liabilities resulting from the business relationship have been met in full, and the Purchaser is then entitled to the assigned liabilities. The Seller must release the security to which the Seller is entitled to the extent that its value exceeds all liabilities that are to be collateralised by 25%.
8. Place of performance
The place of performance and payment shall be Todtnau.
For all disputes, the following venues are agreed: where the value of the dispute totals up to € 5,000 – Schönau/Black Forest; for values exceeding € 5,000 the Landgericht (regional court) in Freiburg/Breisgau.
10. Export business
The application of the uniform laws on the International Sale of Movable Goods (BGBL 73 I S 856) and on the Conclusion of International Contracts of Sale governing Movable Goods (BGBL 73 I S 868) is excluded.
11. Other provisions
Should one or more provisions in the General Terms and Conditions be or become invalid, this shall not affect the validity of the terms and conditions as a whole. The parties shall be obliged to replace the invalid provision with a new valid provision that corresponds to the intention and purpose of the invalid one. The measurements given are always approximate. We reserve the right to deviate from the stated measures and to make changes in colour.
Bürstenfabrik Keller GmbH
Tel.: +49 7671 9118-0
Fax: +49 7671 9118-50