I. OFFER, CONCLUSION OF THE CONTRACT
1. The following terms and conditions apply to all deliveries and services provided by us. Divergent conditions of the customer do not bind us. Acceptance of deliveries or services is – without prejudice to previous objections – in recognition of our terms.
2. Bid documents and information, such as illustrations, drawings, data sheets, brochures, samples and weights, are approximate unless expressly designated as contractual. The supplier is entitled to modify the technical structure and the chemical composition of the products, taking due account of the interests of the customer. If there is an indication that changes have occurred The customer is obliged to inform the supplier appropriately. If the customer objects within 14 days, either party may terminate the agreement within one month from the date the customer became aware of the changes.
3. Subsidiary agreements, modifications and derogations from these delivery terms usually require written confirmation from the supplier.
Prices are subject to VAT. If the costs of the order change considerably after the conclusion of the contract, the contracting parties are required to agree on a price adjustment. The calculation must be based on the weights, quantities and quantities determined by the supplier, unless the customer objects immediately.
1. Delivery times begin on the date of conclusion of the contract.
2. The delivery time is respected if the delivered product has left the factory at the end of its period. If the goods are withdrawn by the buyer, they are deemed to have been respected, even if the shipping time has been notified and the buyer does not accept the delivered product within the delivery time.
3. Major, unpredictable and non-faulty malfunction for the supplier, exceeding delivery times or delivery failures of suppliers, shortage of raw materials, energy or labor, strikes, lockouts, difficulties in transportation, traffic disruptions, authoritarian provisions and other cases Violence on the part of the supplier and its subcontractors lengthens the delivery time of the duration of the obstruction. At the beginning and at the end of these obstacles, the supplier informs the customer as soon as possible. If this delays the delivery of more than one month, the customer and the supplier have the right, to the exclusion of any other claim, to cancel the contract for the quantity concerned by the delivery disruption.
4. Sufficient and reasonable partial deliveries for the buyer are allowed. Deliveries are usually made in standard packaging. If this is not the case, customary deviations from the agreed delivery quantities are allowed.
5. If the specified delivery time is not respected by the supplier, the customer is entitled to demand compensation for the delay or to terminate the contract after the expiry of a reasonable grace period, if it indicates the rejection service when setting a grace period a. This restriction does not apply if the supplier is liable in case of willful misconduct or gross negligence. The late payment shall be 1/2% for each full week after the expiry of the grace period, up to the value of the part of the delivery which has not been completed in time. / p>
6. The supplier’s delivery obligation is suspended as long as the customer is late in payment despite the recall.
7. If the goods are to be accepted progressively within a certain period of time, the acceptance must be evenly distributed over the entire period, to the extent that it is reasonable for the customer and unless otherwise agreed. If the customer retains the acceptance of the agreed partial quantities, the supplier is entitled, after granting a reasonable grace period, to store the corresponding quantity for the account and the risk of the buyer or to cancel the final quantity. In the latter case, the special conditions granted for goods already delivered are deleted.
IV. SHIPPING, RISK AND PACKAGING
1. Unless otherwise agreed, the supplier chooses the route and shipping method, taking into account the interests of the customer. At the request of the buyer, the consignment is insured by the supplier against theft, breakage, transport, fire and water damage, as well as other insurable risks.
2. The danger of sinking, losing or damage to the goods pass with their shipment or in case of withdrawal with the order communicated to the buyer on this subject. This also applies to postage paid delivery. If the shipment is delayed due to circumstances of which the customer is responsible, the risk is transferred from the date of shipment preparation; however, the supplier is obliged to take out the insurance requested by the customer at his request and at his expense.
3. The delivered goods are, even if they have minor defects, by the buyer, without prejudice to the rights of art. VI. decrease.
4. The packaging is, to the extent that it is neither loaned nor rented, the cheapest. Rental or rented packaging must be returned immediately by the customer at his own expense. The loss and damage to the rental or rental package, as long as it is not returned to the supplier, are the responsibility of the buyer, to the extent of his responsibilities. Rented or rented packaging can not be used for other purposes or to accommodate other products. They are only intended for the transport of delivered goods. Labels should not be removed. If the supplier is not in possession of the packaging within three months from the date of the invoice, he is entitled to require replacement of the replacement costs by the buyer, if the latter is responsible for the non-return of the packaging.
1. Unless otherwise agreed, invoices are payable upon receipt, without any deduction. Bills of exchange are accepted only after special agreement and only with the payment of all the costs of inclusion and discount. Payments are deemed to be made only when the amount is finally available in a supplier’s account. Payments under the check / bill procedure always require special agreement. The Supplier reserves the right to use payments to pay the oldest billing items, as well as late payment interest and related charges, in the following order: fees, interest, principal claim. Complaints that are the subject of a complaint are excluded from this rule.
Retention and compensation due to disputed customer claims by the vendor is excluded. If there are undisputed or legally established claims of the buyer against the supplier, the latter is then entitled to offset these claims at its discretion with its own claims. The supplier is obliged to send the buyer a written invoice immediately. A written form also consists of transmitting the message by fax or e-mail. The determination of the payment by the customer is excluded.
The second billing date is essentially the day of delivery. The day of delivery is the day the goods leave a factory or warehouse of the supplier or the principal was provided for the collection.
3. Failure to comply with agreed terms of payment or other circumstances which, when applying standard banking standards, result in a material deterioration in the financial position of the buyer, result in the immediate expiry of all claims of the relying supplier. on the same legal link. In addition, the supplier is entitled to terminate the contract after a reasonable grace period or to demand damages for non-performance. The supplier also has the right to forbid the client from reselling the goods and recovering the goods that have not yet been paid at the customer’s expense, provided that it provides no security.
VI COMPLAINTS, WARRANTY, LIABILITY
1. Quality or quantity complaints must be reported in writing to the supplier, indicating the invoice and the shipping number, the product name, the lot and the name of the packaging, no later than 14 days after the receipt. of the goods, latent defects no later than 7 days after its discovery.
2. The customer must – if necessary by testing – verify that the goods delivered are suitable for the intended use.
3. In the case of duly reported and justified claims, the Supplier shall be required within a reasonable time, at its reasonable discretion, to replace or rework, repair, modify or reduce. If the supplier does not fulfill these obligations, the customer has the right to choose between these claims. For defects and consequential damages, the supplier is only liable for the value of the delivered products. Actions for damages due to minor defaults or wrongful infringement of secondary elements, to the extent that they are not essential contractual obligations, are limited in height to the value of the delivered products. diCette limitation does not apply if the provider is liable in case of willful misconduct or gross negligence.
4. The goods claimed may only be returned after the expiry of the period provided in No. 3, sentence 1, without the express consent of the supplier.
5. The supplier’s liability for the secured properties is not limited by the above provisions.
6. Any other liability, contractual or non-contractual, is excluded, unless the supplier is responsible for the intention.
VII. APPLICATION TECHNICAL COUNCIL
The supplier provides technical advice to the best of his knowledge based on his research and experience. All information and information on the suitability and use of the products does not relieve the purchaser of its own tests and tests on the suitability of the products for the intended procedures and purposes.
1. The goods remain the property of the supplier until the customer has discharged all his responsibilities from the current and future commercial relations with the supplier. This also applies if individual claims or all supplier claims have been included in an outstanding invoice and the balance has been used and acknowledged. If, in connection with the payment of the purchase price by the buyer, a mutually agreed responsibility of the supplier is justified, the retention of title does not expire before the bill of exchange drawn up by the buyer as a drawee. / p>
2. If the products are processed or processed by the customer, the retention of title corresponding to the amount of the value of the delivered products extends to the new object. In the case of treatment, combination or blending with other articles, the supplier acquires the joint ownership of the new product manufactured in proportion to the value of the reserved product compared to the other items processed or mixed at the time of processing or blending. The buyer will act for the vendor during processing without acquiring any claim against the vendor.
3. The buyer is required to carefully keep the goods reserved for the supplier and to insure them properly against loss and damage at his expense. He hereby assigns his claims under the insurance contracts to the supplier.
4. The customer is authorized to resell the goods under retention of title as part of an orderly business transaction. Other provisions, in particular pledging or transfer as security, are not permitted. In case of payment in cash, the customer must agree with his client a retention of title in accordance with these conditions as soon as the provider requests. The resale right ceases to apply when the customer stops paying.
5. The customer hereby assigns his claims arising from the transfer of the reserved goods as well as all secondary and security rights, including bills of exchange and checks, to the supplier. In the case of the sale of property for which the supplier is co-owner in accordance with No. 2, the assignment is limited to the proportion of the receivable corresponding to the share of co-ownership. If the reserved goods are sold with other items at a total price, the assignment is limited to the prorated amount of the supplier’s invoice (including VAT) for the reserved goods co-sold. In the case of treatment under a contract of employment, the claim for work compensation corresponding to the prorated amount of the supplier’s invoice (value-added tax included) for the co-processed packaged goods is already allocated to the provider.
6. At the request of the supplier, the buyer is obliged to inform the buyer of the assignment and to provide the supplier with the information necessary to assert his rights against the buyer and to deliver the documents. The buyer is prohibited from entering into agreements with his client that may exclude or infringe the rights of the supplier. In particular, the buyer can not conclude a contract that cancels or negatively affects the prior assignment of the receivables to the supplier.
7. If the buyer does not fulfill his obligations to the supplier, he is – after having been recalled – without prejudice to his other rights, the right to demand the delivery of the reserved goods and / or to assert the rights assigned directly. . The withdrawal of the reserved goods cancels the contract only if the supplier expressly declares this in writing. Third party access to reserved goods and assigned receivables is promptly communicated to the supplier by the buyer.
8. If the value of Fuses to which the provider is entitled exceeds the claims of the provider to be secured against the customer by more than 10 processes In addition, the supplier is obliged to release securities at the choice of the provider to the extent requested by the customer.
IX. PLACE OF EXECUTION, PLACE OF JURISDICTION, PARTIAL IMPACT
1. The place of fulfillment of the delivery is the place of dispatch of the supplier, for the payment of which is its headquarters.
2. The place of jurisdiction is at the choice of the supplier: its head office, the place of delivery or the place of general jurisdiction of the customer; This also applies to document, bill of exchange and control processes.
3. In case of dispute, regardless of the place of business of the customer and the place of jurisdiction chosen, the supplier is chosen according to Swiss or German law.
4. If individual clauses of these delivery terms are totally or partially invalid, this will not affect the validity of the remaining clauses or the remaining parts of them. An ineffective provision is deemed to be replaced by a provision that is closest to the economic purpose of the inefficient and effective provision.
ARCAN AG warrants, for the duration of the legal warranty period, that deliveries and services are free from errors within the meaning of the warranty.
In case of defect of the purchased products falling under the responsibility of ARCAN AG, the purchaser can request the rectification of the defects. If ARCAN AG refuses or is unable to remedy the defect or even replace it due to disproportionality or if the delay is delayed beyond reasonable time for reasons falling within the responsibility of ARCAN AG, the customer has the right to terminate the contract at its discretion. or require a corresponding reduction in the purchase price.
Visible defects must be reported in writing no later than 14 days after receipt of delivery. Unless otherwise stated below, the claims of the buyer – for any legal reason whatsoever – are excluded. ARCAN GmbH is therefore not liable for any damage that may not have occurred on the delivered product. In particular, ARCAN GmbH is not liable for any loss of profits or other financial losses of the customer.
The warranty period is 24 months for new products and 12 months for used items, from the date of delivery. As far as not separately indicated in the respective product. This warranty applies only to unopened original packaging, protected from frost, sun and kept dry. For the fastest possible processing, the return of the goods must be accompanied by a copy of the purchase invoice of the delivery note and a detailed description of the defect. In this context, the customer must correctly return to ARCAN GmbH, if possible in their original packaging, the property that is the subject of the claim. For damages caused by inappropriate packaging by the customer, no liability can be accepted.
The processing of warranty claims or unjustified warranty claims, to the extent that they are due to intent or gross negligence, is subject to an additional charge for the costs we incurred. The company ARCAN gmbH reserves a new calculation of the fixed costs in these cases.
Upon arrival / acceptance of the goods, its integrity and physical integrity must be verified, as must any defects found on the carrier’s delivery documents. Further damage or lack is not recognized.
Modified on 18.09.2009
ARCAN GmbH Waterproof, D-67240, Bobenheim-Roxheim, Kleinniedesheimer Str. 19