Delivery and payment terms and conditions of STABILUS Safety GmbH

 

 

 

1.

The buyer agrees to the contents of this order confirmation as long as he does not explicitly raise objection to the same.

 

 

2.

The delivery merchandise, once it has left our factory, shall take place at the buyer's risk and in the most convenient and economical manner to the vendor from his premises. Additional costs due to special buyer requests (e.g. delivery by post, speed or express delivery) are to be borne by the buyer. Orders that come up to less than EUR 500 net merchandise costs for a particular delivery date, for a particular centre or point of collection, shall be delivered with charges levied.

 

 

3.

Packaging required for dispatch is not charged extra.

 

 

4.1

The vendor retains ownership of the goods deliverd by him till the payment of all bills in the mutual interest of business relationships including bank charges, clearance of cheques and change of currencies in case of overseas payments.

 

 

4.2

The buyer is obliged to preserve the merchandise for the vendor carfully and protect it from all insurable risks by law at his own expense. The buyer shall concede all insurance claims of all kinds to the vendor with immediate effect.

 

 

4.3

As long as the same is in conformace with business ethics and permissible by law, the buyer is authorized to process, preserve or hand over the merchandise to Third Parties for safeguarding.

 

 

4.4

Processing of goods is totally excluded from ownership claims according to Paragraph §950 BGB, with no obligation on the vendor. Any involvement, connection with or inclusion of Third Parties implies joint ownership of the vendor according to §947, 948 BGB in proportion of the bill value for the processed preserved merchandise to the selling price of the remaining processed goods. The buyer must ensure that the vendor can claim ownership of the preserved merchandise at any and every stage of production.

 

 

4.5

For the purpose of safeguarding all present and future claims by the vendor, the buyer shall, in advance, pass on all rights on all clauses of ownership, other related rights and security rights to the vendor if a Third Party shall preserve the merchandise, even if the same is processable. In case of handover to a Third Party by way of which the vendor is a joint owner according to Section 4.4, the withdrawal is restricted to the first part of this clause, which is equivalent to the vendor's joint ownership right. Should the security value exceed the conditions to be secured by more than 20 %, then the vendor shall, if the buyer thus demands and the vendor chooses to do so at his own free will, release the security or have it released.

 

 

4.6

The buyer is permitted by law to concede all claues of ownership as long as he has rightfully complied with all payment obligations to the vendor. The buyer is authorized to enter into any security agreements or placement of goods as security deposits only with prior written sanction from the vendor.

 

 

4.7

Should the vendor view the fulfilment of his demands as jeopardized, the buyer must inform the other sub-contractors of his withdrawal from ownership if the vendor thus demands. He is also under obligation to furnish all necessary information to the vendor and take all measures to protect the vendor's rights and interest. Most particularly, he must immediately inform the vendor of all promisory agreements made with respect to preserving and safeguarding of merchandise or in case of any clauses of ownership being passed on to the vendor.

 

 

4.8

If it cannot be determined to what extent the buyer's products include the vendor's merchandise and to what extent the buyer's demands have arisen from the sale of preserved goods to which the vendor claims ownership, the identity proof shall be provided, if the vendor and other goods suppliers hand over their claims and legal rights of ownership to a trustee (e.g. Pool)

 

 

5.

Stringend conditions, work pressures or government regulation measures authorize both the vendor as well as the buyer to extend the delivery and pick-up deadling by a duration of three weeks. This clause does not apply to damage replacement or compensation claims. On expiry of this period, both the vendor and the buyer are rightfully permitted to exit from the contract. In all other cases of time dely, the corresponding legal conditions shall apply. A period of fifteen working days (days on which most office are working), or a maximum period of three calendar weeks, is considered a reasonable delivery period.

 

 

6.

Any complaint on visible defects must be given in writing. This must be done within 10 days of receipt of merchandise and must be justified. The legal policies shall apply in the case of concealed goods. The defective merchandise can be sent back only after receiving explicit approval from the vendor. Goods labelled or marked with the buyer's company brands or with brand names requested by the buyer will not be taken back. Special deliveries will not be taken back. All other claims, especially those for damage compensation are clearly ruled out.

 

 

7.

The bills shall be raised on the date of dispatch or pick-up of the merchandise. The payment must be made within maximum 30 days from the bill date.

 

 

8.

In case of cash payments within 14 days from the bill date, we offer a discount of 2 %. We accept no deductions other than those we have explicitly agreed to. Should the payment fall short of the bill amount or the advance not be paid by the agreed due date, we reserve the right to levy interest on the amoount due. This will be 3 % over and above the bank charges levied by the nationalised bank in question.

 

 

9.

The date of payment considered by us is the date on which the buyer has sent the payment with a record of the dispatch date.

 

 

10.

Should the buyer be faced with a delay in due payment tue to us or should there occur a major crisis in his financial asset situation, then the vendor is permitted by law to exit from the hitherto unfulfilled part of the contract, or to demand either cash payment or a guarantee of the safety of his merchandise without having to commit to a later date of payment. In case of warning correspondences having been issued or any legal dispute arising, all unsettled bills will become due for payment at the beginning of the legal proceeding. All currency changes in case of overseas paments that come into effect later can be advanced for immediate clearance in such a case, or the vendor can demand immediate payment of all outstanding payments in full.

 

 

11.

Our existing terms and conditions are binding as long as contradictory purchase terms and conditions have not been explicitly rejected or denied by the ordering party. All other terms and conditions shall only apply if approved in writing by us.

 

 

12.

The registered legal office and place for proceedings with regards to delivery and payment, if any, is Nördlingen / Bay..