General Terms and Conditions of Sale and Delivery of AB VALVES GmbH
1. Scope and Validity
1.1 Our terms and condition of sales and delivery apply to all contracts, supplies andother services such as consultation, in the current and future business relations if no other special agreement has been made between both sides. Purchasing conditions of the ordering customers or third parties do not apply to the orders that we accept. Silence on order conditions, which refer to deviating trading conditions of the customer, does not constitute agreement with customer's conditions.
2. General treaty righ
2.1 Our offers are always non-binding, unless otherwise specific obligation ismentioned in the offer or one agreed upon. The sales contract becomes binding by written acceptance of the order, if the purchaser will not recall the order in writing immediately after the confirmation of the order.
2.2 Mistakes of obvious kind (in particular writing and calculation errors) are not obligatory. The illustrations, designs, weights contained in catalogues, price lists and other documents and measurement data are noncommittal and are approximate values. Such data - in particular over application and usefulness of the supplied products as well as DIN standards - are considered only then as characteristic warranty in accordance to the section 459 of the (2) BGB, if we explained this expressly in writing. In the case of doubt apply our technical data which we submitted in the offer.
2.3 Technical consultations take place in accordance with the best available information and are only valid when they are expressed in written form. The consultation level depends on the level and amount of the information received from the customer.
2.4 We retain the ownership of all samples and copyright of all information given to the customer such as; cost proposals, price lists, drawings, designs and other. Third party may not be made accessible to these materials unless a written permission is given by us. The supplier commits itself not to give the confidential information received from the customer to third party unless a written permission is given by the customer.
3. Prices and terms of payments
3.1 In case of late payment after conclusion of a contract, if it is evident that the delay in payment for the delivered goods has been due to financial degradation of the customer, we are entitled to request payment of total contract amount and obtain necessary payment guarantee from the customer. If the customer has not paid the mount due we are entitled to terminate the performance of the contract and take appropriate action for receiving the total amount for the goods delivered to the customer.
3.2 Financial condition of the customer shall be evaluated by us or our insurance company. The customer shall express its agreement for this according to the Federal Law for Data Protection and other laws.
3.3 The quoted prices remain valid within the validity period stated in the quotation. Unless otherwise agreed, the prices are based on the current list price. All changes of rate of exchange of the quoted currency occurring after contract conclusion will be charged to the purchaser.
3.4 The quoted prices are net and the costs of packing and possible transport costs as well as the valid statutory level value added tax of each case will be added to the prices. We usually compute packing and transport costs to be 10% of the total price of the quotation.
3.5 We reserve the right to increase the prices appropriately in the event of increase of wages, row material and other costs relevant to the supply of the products.
3.6 In the event that the purchaser refuses to accept the goods within the delivery period give in the contract we are entitled to compute the invoice to the purchaser effective from the agreed delivery time.
3.7 The net invoice amounts, if no other agreements were made, shall be paid without any deduction, to AB valves GmbH headquarter in Frankfurt. The net payment must take place at the latest within 30 days after the invoice date. For payments within 14 days from the invoice date we grant 2% discount.
3.8 Payments by cheque require prior agreement. All banking charges for payment by Credit notes and cheques will be paid by the buyer.
3.9 In the event that payment has not been made within the allowed payment period, we shall be entitled to charge interest at the customary bank rate beginning at the payment due date, without prior notification. The buyer shall also pay for the losses and damages caused by the late payment. In each case however we compute interest for late payment in accordance with the bank interest law 352, 353 HGB.
3.10 Retention of payment because of any counterclaims or disputes is not permitted.
3.11 The prices indicated in our offers are normally valid for 12 weeks. If the goods are immediately available and if an immediate delivery is desired then the prices will be increased by 5% for immediate delivery.
4. Dispatch, Delivery expenses, passage of the risk
4.1 Unless otherwise agreed in writing, delivery does not take place free of charge. The delivery date is the date of delivery to the transport company.
4.2 The delivery time is the time stated in the contract. Fulfillment of delivery time is subject to the fact that all commercial and technical questions between the Contracting Parties are clarified and the buyer has fulfilled all attributed obligations, in particular, unless otherwise agreed, procurement of required official certificates and permission.
4.3 We shall be responsible for delay in delivery only if the delay is due to the performance of our personnel.
4.4 All risks after delivery of the goods to the transport company will be due to the buyer. Dispatch and transport always takes place on the buyer's risk, even if the delivery was agreed upon Frankfurt, FOB or CIF basis. If the dispatch is held up by the buyer's desire or due to miss-arrangement of the buyer, then the commodity shall be stored at expense and the risk of the buyer. In this case the announcement of ready for dispatch shall be accepted as dispatch of the commodity.
4.5 The commodity shall be insured only if requested by the buyer in writing.
4.6 Packing charges are not included in our prices.
5. Retention of title and ownership
5.1 The supplied commodity shall remain our property until complete payment of the purchase price and fulfillment of the entire attributed obligations and duties by the buyer. This applies, even if payments were already made for some of the commodity. Waiving some of the supplied commodity shall not waive retention of our ownership.
5.2 In the event that outstanding payment of the purchase price by the buyer is justified by us, the retention of ownership does not expire before we receive complete payment for the order. If the payment is delayed by the buyer we are entitled to notify the buyer, and the buyer is obliged to return the supplied commodity.
5.3 The process of return of the returning commodity takes place in accordance with 950BGB, without any obligation for us. The returning commodity is considered as reservation commodity described in the paragraph.
5.4 The changes and works done on the returned commodity shall entitle us a coownership for the equivalent amount on the next commodity supplied to the buyer and we shall add such charges to the invoice amounts of the other goods supplied to the buyer.
6. Notices of defect and warranty claims
6.1 The buyer must examine the received commodity on quantity, condition and assured characteristics immediately after arrival. Any defect must be announced to us in writing within 8 days. For hidden defects the current laws apply. If the announced defect is due to the performance of the product, we are entitled to have the choice of replacement of the good or refund the price of the defected product.
6.2 For removal of the defect the buyer must provide us the necessary time and & possibility for the services at the location of the good and/or at our request send us a sample of or the defected good. Otherwise we would have no obligation toward the buyer.
6.3 We will not be obliged to cover damages which develop due to natural wear or excessive use of the product. We do not cover also the damages by caused Assembly errors and/or wrong assembly by the buyer or third party; also we shall not be obliged nor cover damages caused by improper maintenance, mishandling, careless treatment and/or damages caused by temperature, chemical materials and electricity or by natural causes.
6.4 The guarantee of the products will expire by not allowed changes made to the products by the buyer or third party.
6.5 If within the validity period of the contract our product did not perform in accordance with the guaranteed specification the purchaser is entitled to claim compensation. The compensation shall be accepted if the damages are exclusively due to the performance of our product.
6.6 The purchaser is entitled to claim compensation for undelivered goods and lack of services included in our obligation and also to claim pay-back of costs incurred by the customer within one year from legal beginning of the contract, unless defined differently in §479 Abs. 2 BGB.
7. General limitations of liability and claims
7.1 The claims which are note specifically predicted in this general terms and conditions, in particular impossible matters, delay, injury of contractual side obligations, mistakes in contract conclusion, bad actions are not applicable unless deliberately or by obvious negligence we cause such claims.
7.2 All claims against us, regardless to their legal status, shall be valid for maximum one year from the date of delivery to the customer, unless shorter period is defined otherwise by the relevant law.
8. Return and Replacement
8.1 Returns of the supplied products can take place only with our previous written agreement. Returns of products with under 255 € list price value or products that are
not included in our production line any more are not possible. Also returns of accessories and spare parts are not possible. For returns of paid products kept in perfect new condition 60% of the paid product value shall be returned. The remaining amount shall be used for renewal of surface protection and necessary pressure and performance tests.
9. Area of jurisdiction, Applicable law
9.1 Area of jurisdiction for all matters concerning rights and obligations, payments, cheques and mutual obligations for both parties of the contract is city of Frankfurt / Main / Germany.
9.2 Contractual relations are based exclusively on the valid laws in Germany. The Hague purchase right conventions are not applicable. The INCOTERMS is only applicable if it does not contradict these terms and conditions and the written agreements for international business laws of "Hague Conventions Relating to a Uniform Law on the International Sale of Goods" is applicable to the international purchase contracts even if the purchaser country is not a member of Vienna Convention on the Law of Treaties.
9.3 We store the data of our customers in the framework our mutual business relation in accordance with the German Federal Law for Data Protection. The purchaser agrees with such a data storage and processing completely.
Frankfurt / Main / Germany