New Terms and Conditions of ProLine Wheels-TEC GmbH from 06/2016
1. General Information
Our delivery and payment terms and conditions, which our customer agrees to with the assignment of orders, apply equally to future transactions, even if they are not expressly referred to, but they have been sent to the customer in the case of an order confirmed by us. If the order is deviated from our terms of delivery and payment, then only our terms of delivery and payment shall apply, even if we do not object. Deviations therefore only apply if they have been expressly acknowledged by us in writing. We are entitled to assign the claims from our business connections.
2. Delivery Terms
2.1. Delivery Time
Delivery will be done as soon as possible. Delivery dates or deadlines only bind us if they have been agreed in writing. Delays in performance due to force majeure or equivalent circumstances which we are not responsible for – even with our pre-suppliers – extend the delivery time until they are remedied. Dunning and suspension periods must be in writing. Claims for delayed delivery, in particular for damages or reduction, are excluded.
2.2. Prices and Shipping
The prices valid on the day of dispatch plus statutory VAT apply. All goods travel for the account and risk of the recipient. Insurances against breakage and transport risks shall only be concluded by us at the special request of the recipient against the corresponding costs. Refunds of goods are not possible.
3. Terms of payment
Our receivables are payable net immediately, net of any deduction. If the buyer is in arrears against any payment obligations, all existing claims are due immediately. We are entitled to demand interest in the amount of 5% above the respective applicable federal bank rate in the event of a delay in payment without proof of damage. We expressly reserve the right to charge a higher arrears.
We are entitled to charge at least € 5, – per call for reminder. Bills of exchange and checks will be credited only with deduction of the resulting collection and discount charges. A warranty is not accepted for the timely presentation and delivery of change protests. The bills of exchange or checks accepted for payment shall not constitute a waiver or interruption in the due date. We shall be entitled to rescind without notice of any current contracts, even if they have already been partially fulfilled, without the buyer being able to derive any rights against us from this. We are entitled to the same right should unfavorable facts be known about the creditworthiness of the buyer. The retention of payments to employees or representatives is only effective against us if they submit a power of attorney to accept payments.
All payments shall be made exclusively with Coface Finanz GmbH, Isaac-Fulda-Allee 1, 55124 Mainz, to which we have assigned our present and future claims from our business relationship. We have also transferred our reserved ownership to Coface Finanz GmbH.
A set-off by the buyer with counter-claims is excluded, unless the counterclaims are undisputed or legally established. The assertion of a right of withholding by the buyer is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.
4. Notification of complaints
The customer must immediately check the delivered goods for completeness and correctness. The warranty for all goods is based on the respective warranty conditions of the manufacturer or supplier. In the case of justified or timely reprimand, we deliver defective goods or improve them. Any defect as well as any deviation from the order shall be notified to us immediately in writing upon receipt of the goods, but at the latest within 4 days after receipt of the goods. Otherwise, the goods shall be deemed to have been definitively accepted. In the case of defects, the purchaser is exclusively entitled to a substitute delivery of faultless goods. There is no claim for conversion, reduction or compensation. In the case of commercial goods, we shall assign our claims against the manufacturer directly to the customer in the event of a complaint. The buyer is not released from his timely payment obligation by collecting complaints. In any case, returns must be free of charge.
5. Reservation of Title
We reserve the right to ownership of the goods delivered by us until full payment or the payment of the given payment papers. In the case of a business relationship, this reservation relates to all claims, including future claims arising from the delivery of goods. The customer is entitled to further process or further sell the reserved goods within the framework of his trading business. He already assigns the claims arising from this to us. In the case of further processing, we are entitled to a proportional co-ownership right. If the customer is in default of payment or if he does not meet his obligations under the reservation of title, we are entitled to accept the reserved goods at any place, assembled or unassembled. Upon redemption, we will issue a credit equal to the daily value less the costs incurred. A withdrawal from the contract is not necessary to assert the rights from retention of title, unless the customer is a consumer.
We are only liable to merchants for intent or gross negligence on our part or our executive employees. In the case of damages for which the customer is insured, our liability is void. In all cases, liability is limited to the foreseeable, contract-type damage foreseen at the time of conclusion of the contract, with the exclusion of defect consequences.
7. Fulfillment and jurisdiction
The contractual relationship is exclusively subject to German law, in particular the German Civil Code and the Commercial Code. Place of performance and jurisdiction for deliveries and payments, as well as the court of jurisdiction for all disputes arising, including checks and bills of exchange, shall be at our discretion the registered office of the company or Frankfurt am Main. However, we reserve the right to bring an action against the court of jurisdiction for the domicile of a foreign buyer.
All prices are net in net, without deduction of cash discount plus VAT, ex stock Mannheim. Delivery is subject to our terms of delivery and payment.
Prices subject to change.
Jurisdiction is Mannheim or Frankfurt am Main / Germany, as far as the partners are merchants. German law according to BGB and HGB applies