General Terms and Conditions of Delivery and Payment for Business Customers of UNITED BRANDS 24 GmbH
Our Terms of Delivery and Payment, which our customer accepts by placing the order, shall apply exclusively, including for future business, even if not expressly referred to but previously issued to the customer in connection with an order acknowledged by us. Our Terms of Delivery and Payment shall also apply exclusively in cases where the order placed deviates from our Terms of Delivery and Payment, even if we do not raise any objection. Deviations shall therefore only apply if we have recognised them explicitly in writing. We are entitled to assign claims arising from our business relations. The contractual relationship shall be governed exclusively by German law, in particular the German Civil Code (Bürgerliches Gesetzbuch) and the German Commercial Code (Handelsgesetzbuch).
- Delivery and delivery period
In the case of collection or series products, goods of a similar type and quality shall be delivered to fulfil the purchase agreement. Minor differences in structure and colour are deemed to conform to trade usage. Deviations in structure and construction are unavoidable in the case of subsequent deliveries. Brochures, drawings and dimensions are approximate and not binding. We are entitled to effect partial deliveries. We are obliged to observe the agreed delivery period. If the agreed delivery date is exceeded by more than four weeks, the customer shall have the right to set a grace period of at least four weeks. If the order is still not effected, the customer may withdraw from the purchase agreement by written notice. The above-mentioned periods shall not apply only if explicitly agreed in writing. In the event of impossibility beyond our control, e.g. due to force majeure, strikes, catastrophes etc., as well as subcontractors, we are entitled to withdraw from the agreement whereby the customer is not entitled to claim for damages.
Goods with a net value of more than € 300 are shipped free of charge within Germany. For values less than this, shipping and packaging costs are calculated per package. Shipping outside Germany is charged on the basis of cost incurred.
Complaints due to incomplete or incorrect delivery or identifiable defects must be submitted to us in writing immediately or at the latest 8 days after receipt, otherwise the delivery shall be deemed to be accepted without complaint. Returning the delivered goods is not permitted in principle, unless they are incorrectly delivered or not ordered.
- Retention of title
The delivered goods shall remain our property until the customer has paid all receivables, i.e. the purchase price including all additional costs arising from the business relation, and in particular has settled any balance on a current account. The customer shall retain the items with the due care and diligence of a prudent businessman and shall bear the risk of accidental loss. The customer is not entitled to pledge to third parties goods that have not been fully paid for, nor to assign them as collateral. If goods are pledged, we must be notified within three days. We are entitled to enter the premises in which our goods are located. We are entitled to assert our rights arising from retention of title – especially the return of goods delivered under retention of title – without prior withdrawal from the respective purchase agreement.
- Withdrawal from orders placed or agreements
We may demand advance payment of the full purchase price or withdraw from the agreement if we become aware of circumstances under which the granting of credit appears to be not without risk. We are entitled to stop deliveries with immediate effect in the case of application for insolvency, affirmation in lieu of oath or if a deterioration in the financial situation becomes known. We are not obliged to recognise the customer's withdrawal from the agreement. If we consent to the withdrawal, we may claim damages.
- Terms of payment
The price list effective on the day of ordering shall apply. Our employees are not authorised to collect payments without explicit approval from us. In principle, invoices are due for payment 10 days after the invoice date less 3% discount or 30 days after the invoice date without a deduction. Once the payment term expires, we are entitled to calculate the costs of dunning and interest on arrears. These amount to 5% above the corresponding applicable discount rate of the German Central Bank, but at least 8% p.a.. In the case of partial deliveries, the corresponding purchase price is due in accordance with the latter. Bills of exchange and cheques count as payment only after they have been cashed and following expiry of the vesting period. Bills of exchange may only be given with our approval. If instalment payments are agreed and the customer is more than 10 days behind with an instalment, the entire claim shall become due. The retention of payment or offsetting with any counterclaims by the customer shall be excluded. We are not obliged to provide any further service until full settlement of the customer account. If the customer defaults on any payment obligations to us, all existing claims shall become due with immediate effect.
- Place of fulfilment and place of jurisdiction
The place of fulfilment and place of jurisdiction is, at our discretion, the company headquarters or Frankfurt, Germany. Should individual provisions of these Terms of Delivery and Payment be legally invalid, this shall not affect the validity of the remaining provisions. In this case, an agreement shall be made which most closely reflects the commercial intentions of the parties and which is valid in accordance with the German Commercial Code (HGB).
As at January 2016