Have any questions?
+44 1234 567 890
General Terms and Conditions of Sale and Delivery
of the company GÖDDE Maschinenbau GmbH, Lingen
1.1 The following terms and conditions shall apply exclusively to all -including future- deliveries and services (hereinafter referred to as "Deliveries"), unless otherwise agreed in writing. Our customers' terms and conditions shall only apply if we agree to them in writing.
1.2 Our offers are subject to change. A delivery contract shall only be concluded upon our written confirmation or delivery; collateral agreements, amendments or supplements shall require our written confirmation in order to be effective. In particular, our employees are obliged to confirm verbal subsidiary agreements or promises in writing.
1.3 The customer may only pass on to third parties the drawings, plans, illustrations, calculations, samples and other technical or operational confidential information provided by us with our express prior written consent. The aforementioned documents and information shall be kept secret by the Purchaser in their entirety. He shall do so with the care required and customary in the course of business, but shall at least take such measures as he uses to protect his own confidential information. Disclosure to employees is only permitted if they have previously been obligated in writing to maintain secrecy. Outside the contractual purposes, the Purchaser shall not use the information for its own purposes or those of third parties.
The dimensions and operating costs stated in our advertising material are to be regarded as approximate unless they are expressly designated as binding; the same applies to drawings and illustrations.
3. delivery periods and delivery conditions
3.1 The delivery period shall commence with the dispatch of the order confirmation, but not before the Purchaser has provided the information, documents and official approvals to be obtained by it. Subsequent change requests by the Purchaser shall extend the delivery time until we have checked their feasibility and by the period of time required to implement the new specifications in production. If the change request interrupts an ongoing production, we may bring forward and complete other orders. We are not obliged to keep production capacities free during the delay.
3.2 In the event of a delay in delivery, our liability shall be limited in the case of ordinary negligence to compensation of 0.5% per full week, up to a maximum of 5% of the order value delivered late. The claim for damages in lieu of performance pursuant to Clause 7 shall not be affected thereby. The Purchaser shall inform us at the latest at the time of conclusion of the contract of any contractual penalties applicable to its customer.
3.3 If shipment is delayed for reasons for which we are not responsible, the Purchaser shall be charged our own storage costs. If we do not have storage facilities at the factory, the customer shall be obliged to arrange for alternative accommodation. If we are not provided with proof of storage facilities within one week, we shall be entitled to store the ordered goods elsewhere at the Purchaser's expense.
3.4 Unforeseen, unavoidable events for which we are not responsible (e.g. force majeure, strikes and lockouts, operational disruptions, difficulties in procuring materials and energy, transport delays, lack of manpower, measures taken by authorities, as well as difficulties in obtaining permits, in particular import and export licenses) shall extend the delivery period by the duration of the disruption and its effects. This shall also apply if the hindrances occur at our sub-suppliers or during an existing delay. If the hindrance is not only of temporary duration, both contracting parties shall be entitled to withdraw from the contract. Claims for damages are excluded in these cases.
3.5 The risk shall pass to the customer as soon as we have handed over the goods to the transport company or, if dispatch is delayed through no fault of our own, have notified the customer that the goods are ready for dispatch, even if we have assumed other services, e.g. the shipping costs or delivery and installation, also by our own transport personnel.
3.6 Partial deliveries are permissible to a reasonable extent.
3.7 A 25% handling and restocking fee shall be charged for returned machines, devices and spare parts. Special orders are excluded from exchange.
4. terms of payment
4.1 The purchase price shall be due for payment immediately without deduction at our place of payment. Discounts may only be deducted after our prior confirmation.
4.2 Payments shall be deemed to have been made only to the extent that we can freely dispose of them at our bank. We shall not be obliged to accept bills of exchange. We accept bills of exchange and checks only on account of payment; bank charges shall be borne by the customer. They are due immediately. In the event of a deterioration in the solvency of a party obligated to pay by bill of exchange, we shall be entitled to demand cash payment. If the buyer defaults on his payment obligations, or if bills of exchange or checks are protested, or if seizures are levied against him, or if his financial circumstances deteriorate significantly, we shall be entitled, after the unsuccessful expiry of a reasonable grace period set by us, to withdraw from the delivery contract insofar as it has not yet been fulfilled, or to demand advance payment for further deliveries. Furthermore, we shall be entitled to immediately withdraw from circulation all outstanding acceptances, bills of exchange and checks. The costs incurred thereby shall be borne by the Buyer.
4.3 If the Buyer is in default with the payment of our claims, we shall be entitled to demand default interest in the amount of 8 percentage points above the base interest rate. The assertion of further damages is not excluded.
4.4 If the purchaser does not accept purchased items within eight days after notification that they are ready, or if he does not meet his payment obligation, or if bills of exchange or checks given in payment are protested, or if he does not provide agreed securities within the specified period, we shall be entitled, after setting a reasonable grace period, to withdraw from the contract and/or to claim damages for non-performance. When asserting claims for damages, we may, without prejudice to the possibility of claiming higher actual damages, demand 20% of the sales price as lost profit without proof. The purchaser shall be at liberty to prove that we have suffered a lesser loss. If we take back the goods, the Buyer shall be obliged to compensate us appropriately for the use made of them.
4.5 Our prices are ex works excluding packaging and the applicable value added tax. In the case of delivery periods of more than two months, we shall be entitled to increase or reduce the agreed prices accordingly, insofar as significant changes in wage, salary, material or raw material costs have occurred after conclusion of the contract and we are not responsible for these increases. If a price increase exceeds 5 %, the customer shall have the right to withdraw from the contract within two weeks after notification of the price increase.
4.6 Shipment shall be at the expense and risk of the Purchaser.
4.7 In individual cases, we shall be entitled to demand advance payment.
4.8 The retention of payments or the set-off with counterclaims is only permissible insofar as the counterclaims are undisputed or have been established as final and absolute by a court of law.
5. claims due to defects
5.1 Insofar as the item exhibits a material or legal defect within the limitation period, the cause of which already existed at the time of the transfer of risk, the Buyer shall be entitled, at our discretion, to subsequent performance by rectification of the defect or subsequent delivery. We shall bear the necessary expenses for this, such as wage, material, transport and travel costs. We shall bear the necessary expenses for this, such as labor, material, transport and travel costs, insofar as the expenses are not increased by the fact that the object of purchase was subsequently brought to a location other than the Buyer's registered office, unless the transfer corresponds to its intended use.
5.2 If the supplementary performance fails, the Buyer may withdraw from the contract or reduce the remuneration without prejudice to any claims for damages. Withdrawal shall be excluded in the event of an insignificant deviation from the agreed quality or insignificant impairment of the usability of the object of purchase.
5.3 Claims for defects shall become statute-barred twelve months after the passing of risk, unless we have violated our obligations intentionally or with gross negligence or have fraudulently concealed the defect and unless a longer limitation period is mandatory due to the right of recourse pursuant to § 479 I BGB.
5.4 The Buyer shall inspect the object of purchase immediately after delivery, defects shall be notified in writing within 8 days after knowledge (§ 377 HGB).
5.5 For used objects of purchase, liability for defects shall be excluded unless we have violated our obligations intentionally or through gross negligence or have fraudulently concealed defects.
5.6 Insofar as the defect was caused by an essential third-party product, we shall be entitled to initially limit our liability to the assignment of the defect liability claims and rights to which we are entitled against the supplier of the third-party products, unless satisfaction from the assigned claim or right fails or cannot be enforced for other reasons. In this case, the customer shall again be entitled to the rights under Sections 5.1 and 5.2.
5.7 The Buyer's right of recourse against us shall exist only to the extent that the Buyer has not entered into any agreements with its customer exceeding the statutory claims for defects.
6. retention of title
6.1 We retain title to all goods delivered by us until the Buyer has paid all claims arising from the business relationship, including in particular any current account balance. For the duration of the retention of title, the Buyer may neither pledge the delivered items nor assign them to third parties by way of security. Interventions by third parties, such as seizure, execution or other judicial measures affecting our rights, must be reported to us immediately.
6.2 If items which are still subject to retention of title are resold, this may only be done for our account and against immediate payment. The sales price shall be kept separately for us. Claims arising from a resale shall be deemed to have been assigned to us at the time of their accrual. If the purchaser defers the sales price to his customer, he shall reserve title to the goods sold to the purchasers under the same conditions under which we reserve title to the goods delivered. The customer shall be entitled to collect the claims assigned to us as long as he meets his payment obligations from the agreed proceeds.
6.3 If the Buyer processes or handles the delivered goods in the ordinary course of business, the processing or handling shall be carried out by the Buyer on our behalf, but without any costs for us. The Buyer shall store this item for us without charge. If the reserved goods are combined or mixed in the ordinary course of business with goods that do not belong to us, we shall acquire co-ownership of the new goods in the ratio of the invoice value of the reserved goods to that of the other materials. This transfer shall be replaced by the fact that the Buyer stores the item for us.
6.4 If the buyer no longer meets his payment obligations, we may revoke the authorization to resell and process the goods and demand that the customer inform us of the assigned claims and their damage, provide us with all information necessary for collection, hand over the relevant documents and inform his debtors of the assignment. The taking back of goods subject to retention of title does not constitute a withdrawal from the contract. If we declare withdrawal, we shall be entitled to sell the goods on the open market.
6.5 We are prepared to release the securities to which we are entitled according to the above conditions at our discretion insofar as the value of the reserved goods not yet sold and the assigned claims exceed the claims to which we are entitled against the purchaser by 10 %, however, with the proviso that a release shall only be made for such deliveries or their replacement values which have themselves been paid in full.
6.6 The Buyer shall insure the goods adequately against all usual risks, in particular fire, burglary and water hazards, and shall handle them with care.
7. claims for damages and expenses
7.1 Claims for damages of any kind against us shall be excluded if we, our legal representatives or vicarious agents have caused the damage by simple negligence. This exclusion of liability shall not apply in the case of bodily injury or in the case of the assumption of a contractual guarantee, nor in the case of a breach of essential contractual obligations which jeopardizes the fulfillment of the purpose of the contract. In this case, however, our liability shall be limited to the foreseeable damage typical for the contract. Claims under the Product Liability Act shall remain unaffected.
7.2 With the exception of claims arising from liability for defects under the Product Liability Act and for injury to life, limb or health, claims for damages shall become statute-barred one year after the customer has become aware of the damage and its obligation to pay compensation or should have become aware of it without gross negligence.
8 Applicable Law, Place of Jurisdiction
8.1 This contract is subject to German law, the UN Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) is excluded.
8.2 The place of jurisdiction and performance shall be Lingen, insofar as the Buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law. However, we shall be entitled to take legal action at the customer's place of business.
GÖDDE Maschinenbau GmbH