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Terms and Conditions of Delivery and Payment for Commercial Transactions

I. Scope

1. These terms of sale apply to companies, legal persons under public law and special assets regulated by public law.

2. Deliveries and services of the selling party will only be made according to the conditions mentioned hereafter.

3. Terms and conditions of the purchasing party that are not explicitly accepted by the selling party are not applicable.

II. General Provisions

1. Verbal agreements must be confirmed in writing by both the purchasing party and the selling party immediately after any agreement has been made.

2. Orders shall only become binding with the selling party’s confirmation of order.

III. Prices

The prices of the selling party are in Euro excluding VAT, packaging, transportation charges, postage and insurance.

IV. Terms of Payment

1. The purchase price will fall due in its entirety at the time of delivery. The purchasing party will be in default without any further explanations on the side of the selling party 14 days after due date as long as it has not yet paid.

2. Payments shall only be paid via bank transfer unless any other payment method has been stipulated and confirmed in writing by the selling party.

3. If the purchasing party does not meet its obligation to pay at due date, the selling party - without abandoning any rights and claims it is entitled to - may at its own discretion:

- terminate the contract, or

- charge the purchasing party with interests on the amount not paid, which amount to 8% ppa above the relevant base lending rate, until

the amount has been completely paid in its entirety. The purchasing party is entitled to prove that, as a consequence of the delay of payment, no or only minor loss has occurred.

V. Shipping and Transfer of Perils

1. Unless otherwise agreed the selling party delivers „ex works“. A delivery date or term requirement shall be deemed satisfied with the notification of readiness for dispatch or collection.

2. Goods reported as ready for shipment must immediately be taken into charge by the purchasing party. Otherwise, the selling party is entitled to ship them at its own discretion or to store them at the expense and risk of the purchasing party.

3. In the absence of express stipulation, the selling party selects both the means and route of transport.

4. Upon transfer of the goods to a railroad company, the forwarding agent or the freight carrier and/or at the beginning of storage, at the latest when the goods leave the factory or stock, perils are transferred to the purchasing party, even in the case if the selling party is in charge of delivering the goods.

VI. Reservation of Title

1. The selling party reserves the right to ownership of the delivered goods until all claims associated with the business relationship with the purchasing party have been met.

2. The purchasing party is entitled to sell those goods in the regular course of business as long as it fulfils its obligation arising from the business relationship with the selling party in due time. However, the purchasing party must neither pledge nor convey the reserved goods as a security.

It is obliged to secure the rights of the selling party upon the credited resale of the reserved goods.

3. If the purchasing party fails to fulfil its duties, including failure to make payments due, the selling party shall be entitled to cancel the contract and take back the retained goods in the case of continued failure following expiry of a reasonable time set by the selling party; the statutory provisions that a time limit is not needed remain unaffected. The purchasing party shall be obliged to surrender the retained goods. The selling party is entitled to inform any third parties about this and to disclose the claims of the selling party.

4. The selling party is entitled to withdraw from the contract if an application for commencing insolvency proceedings has been filed against the purchasing party.

5. All claims and rights from the sale or, if applicable, rental of goods permitted to the purchasing party for goods for which ownership rights accrue to the selling party are here and now assigned to the selling party by the purchasing party as security. The selling party hereby accepts the assignment.

6. The purchasing party undertakes any treatment or processing of the reserved goods on the behalf of the selling party. If the reserved goods are processed or mixed inseparably with other items that are not the selling party’s property, the selling party shall acquire co-ownership of the new item in the ratio of the invoice amount of the reserved goods at the time of processing or mixing to the other items that are processed or mixed.

7. If the selling party’s products are combined or inseparably mixed with other moveable items to form a single product and the other product is deemed to be the principal product, the purchasing party shall transfer joint ownership to the selling party on a pro rata basis, as far as the principal product is owned by the purchasing party. The purchasing party is to keep the goods to which the selling party has ownership or co-ownership in safe custody. The same shall apply to any products created by processing or combination or mixing as to the reserved goods.

8. The purchasing party shall inform the selling party immediately of any execution measures of third parties involving the reserved goods, claims assigned to the selling party or any other securities by handing over the documents required for intervention. This also applies to infringements of any other kind.

9. If the value of the collateral should exceed the total value of the relevant secured claims by more than 20%, the selling party shall be obligated to release certain portions of the collateral at the discretion of the purchasing party.

VII. Liability for Material Defects

1. Claims for material defects arising from deliveries made to the selling party by third parties, and which are then retransferred to the purchasing party without having done any changes, in particular used goods, shall always be excluded.

2. Unless otherwise stipulated hereafter, liability for damage claims, irrespective of the legal ground they arouse from, in particular due to delay, defects, infringement of duties associated with the obligation or from unlawful acts is excluded. Therefore, the selling party is not liable for damage not deriving from the delivered goods themselves. In particular, the selling party is neither liable for loss of profit nor for any other property damages the purchasing party may claim.

3. The above limitations of liability shall not apply in case of intent, gross negligence on the part of the selling party’s legal representatives or executive staff nor in the event of negligent infringement of material contractual obligations. In the event of culpable breaches of cardinal contractual duties, the selling party shall only be liable - with the exception of cases of malice aforethought or gross negligence of legal representatives or managerial employees - for the reasonably foreseeable damage typically occurring.

4. This shall also not be applicable in case of injury of life, body or health and in the absence of guaranteed characteristics, if, and insofar as, the object of the guarantee was to cover the purchasing party against any damage not deriving from the goods supplied themselves.

5. Where such liability of the selling party is excluded or limited, this also applies to personal liability on the part of the selling party’s officers, employees, representatives and assistants.

6. Statutory provisions concerning the burden of proof shall remain unaffected by this.

VIII. Place of Fulfilment, Court of Jurisdiction and Applicable Law

1. If the order confirmation does not specify otherwise, the business headquarters of the selling party shall be the place of performance.

2. The selling party’s registered office shall be the place of jurisdiction for all legal disputes, also within the framework of proceedings for cheques and bills. The selling party is also entitled to take legal action at the purchasing party’s head office.

3. The contractual relationship shall exclusively be governed by the law of the Federal Republic of Germany.

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Kupno & Sprzedaż używanych obrabiarek
Leandro Miguel Santos
Wüstenrothweg 29
97907 Hasloch / Main
Niemcy
Telefon +49 (0)9342 8593729
Telefaks +49 (0)9342 8593735
Komórka +49 (0)160 99107813
E-mail info(at)billigmaschinen.de