Terms and Conditions of sale of the Nordgreif GmbH
All service agreements made with us are subject to our terms and conditions printed below. We do not recognise terms and conditions of the customer, which oppose or deviate from our terms of sale and do not have our express approval. Our terms and conditions also apply to all future transactions with the customer.
2.0 Conclusion of contract
Orders placed with us, amendments to the contract and additions as well as subsidiary agreements must be in writing. Orders placed by phone or other forms shall be deemed as accepted if confirmations, shipping or delivery of the goods and invoicing are done by us.
3.0 Price / packing costs
3.1 The prices at the time the order is placed apply. Unless the order confirmation states otherwise, our prices are per delivery unit ex factory, excluding packaging and plus statutory VAT, which is shown separately in the invoice.
3.2 Shipping and packaging are done as reasonably deemed fit by us. The unobjectionable acceptance of the goods by the shipper, carrier or consignee suffices as proof of correct packing.
4.0 Terms of payment / settlement
4.1 Our invoices are payable within 30 days of the invoice date, unless otherwise agreed in the order confirmation. If the customer defaults on payment, we are entitled to demand default interest at 8% above the base rate per annum according to § 1 Discount Rate Transition Act, and we reserve the right to claim even higher damages caused by delay.
4.2 The customer may set off against our claims for payment only if its counterclaims have been legally established, undisputed or recognised by us explicitly.
5.0 Delivery and delay in delivery
5.1 The beginning of a delivery deadline or a delivery period confirmed by us requires clarification of all commercial and technical issues.
5.2 Our delivery commitment is subject to complete and correct deliveries on our own, unless the non-delivery or delay is caused by us.
5.3 In the case of delay in delivery, the customer may grant a reasonable grace period of at least 2 weeks, combined with a warning of rejection and rescind the contract after expiry of the grace period. We are not liable for the occurrence of unforeseen force majeur events that are beyond our control, such as strikes, lockouts, breakdowns, delays in the supply of raw material, and this irrespective of whether these hindrances occur at our place or our suppliers, even if we are already in default.
5.4 Claims for damages for breach of performance obligations or non-service-related additional obligations may be asserted only if we are culpable of wilful misconduct or gross negligence, and it is proven. It does not exclude our liability for damages arising from death, physical injury or health impairment, which are based on our proven negligence of duty attributable to us.
5.5 For special orders, excess or short deliveries are permitted up to 10%. They are included in the invoice.
5.6 All our delivery items are subject to standard deviations with respect to dimensions and other technical values, unless we had promised expressly to observe the dimensions.
5.7 We are authorised to reasonable partial deliveries.
5.8 If the customer defaults on acceptance or other obligations to cooperate are violated by him, we are entitled to make claims for the damage suffered by us, including any additional expenses.
5.9 If the customer is in default of acceptance, the risk of accidental loss or accidental deterioration of the goods ordered is transferred to him at the beginning of such default.
5.10 According to the legal provisions, the transport costs are accepted with transfer of goods to the carrier.
6.0 Warranty claims / liability
6.1 If the newly produced goods delivered by us are defective, the customer can demand a replacement. In this case, we reserve the choice of remedy or subsequent delivery of conforming goods.
6.2 Further claims for cancellation, reduction or compensation are excluded, unless the remedy is unsuccessful. In this case, the customer can reduce the purchase price or rescind the contract at his own discretion, unless construction services is the subjectof the warranty claim. Not excluded are claims for damages attributable to us and intentional or grossly negligent breach of duty to be proven and claims for damages due to intentional or negligent breach of duty arising from death, physical injury or health impairment.
6.3 In case of only minor defects, claims of the customer for rescission and damages are excluded.
6.4 We will not be liable to the customer for properties that are expected by him according to public statements by the seller or the manufacturer or their agents, particularly in advertising, unless such statements substantiating properties are expressly confirmed by us in writing.
6.5 Unless expressly agreed in writing, we assume no guarantee for quality or durability.
6.6 We are not liable for defective assembly instructions of suppliers and other companies, unless grossly negligent breach of duty is demonstrably attributed to us.
6.7 The statutory provisions apply to the obligation to inspection and notification of complaint. A waiver of the commercial obligation to inspection and notification of complaint under § 377 HGB (German Commercial Code) by the customer is expressly prohibited. The customer has to subject the goods to comprehensive incoming goods inspection.
7.0 Statute of limitations
7.1 Unless a shorter statutory period of limitation is agreed individually between the parties, the warranty period for warranty claims for newly manufactured goods is two years. The statute of limitations does not apply to claims for damages resulting from death, physical injury or health impairment, if such damages are based on proven negligence or wilful misconduct attributable to us.
7.2 If this is based on consumer goods purchase, the statutory period of limitation of warranty claims for newly manufactured goods is two years, and one year for used goods.
8.0 Purchase of consumables
The above regulations agreed under paragraph 6 do not apply when it is based on purchase of consumables. However, also in this case, claims for damages are excluded, unless they are based on intentional or grossly negligent breach of duty resulting in death, physical injury or health impairment.
9.0 Retention of title
9.1 We reserve title to the goods supplied until all payments from the delivery contract are received. In case of breach of contract, in particular default in payment, we are entitled to take back the goods delivered. This withdrawal does not constitute withdrawal from the contract, unless this is expressly declared in writing.
9.2 If we are in an ongoing business relationship with the customer, the retention of title to the delivered goods shall extend to all previous outstanding debts.
9.3 The customer may sell and further process the goods in the ordinary course of business. However, he assigns to us all claims against his customers or third parties accruing to him from the resale, up to the amount of all unpaid amount. The customer remains entitled to collect the claim itself; our right to collect debts remains unaffected thereof. However, we shall not notify the assignment to customers or third parties, as long as the customer meets his payment obligations towards us, and no petition for bankruptcy or settlement proceedings is made or payment is suspended otherwise. The customer is obliged to provide us all the necessary information regarding the assigned claims upon request, and provide the relevant documents.
9.4 When the customer processes or modifies the goods delivered by us, we acquire co-ownership of the new item in proportion to the value of our goods to the value of the other processed items at the time of processing. The foregoing provisions shall apply accordingly to the new item created by processing.
9.5 In accordance with the above provisions, the customer hereby assigns to us also those claims against a third party caused by associating the goods supplied by us with a plot of land.
9.6 If the value of all securities exceeds our claims by more than 20% due to the retention of title agreed, we are obliged, at our discretion, to release the collateral in the amount of the excess value upon request of the customer.
10.0 Place of performance / jurisdiction / applicable law
10.1 Place of performance for all obligations arising from the contractual relationship is Pinneberg and / or place of a subsidiary or branch office, unless the order confirmation states otherwise.
10.2 If the customer is wholly a merchant, the agreed venue of jurisdiction will be Pinneberg and / or place of a subsidiary or branch office. However, we are entitled to sue the customer at his own venue of jurisdiction.
10.3 The law of the Federal Republic of Germany, excluding CISG (UN convention on contracts for the international sale of goods), applies to our contractual relationships.
11.0 Partial invalidity
If any clause is invalid, the validity of the remaining provisions shall remain unaffected.