General terms and conditions for the sale of products from GWK Kuhlmann GmbH
§1 Applicability of the terms and conditions
Deliveries, services, and offers from GWK Kuhlmann are exclusively based on these business terms and conditions. These terms and conditions thus apply for all future business conditions, even if they are not expressly agreed subsequently. These terms and conditions are considered as accepted, at the latest with receipt of goods or service. Counter confirmations of the purchaser with reference to the purchaser‘s business or purchasing conditions are herewith rejected.
Deviations are only effective if GWK Kuhlmann confirms such deviation in writing.
§2 Quotations
The quotations from GWK are subject to change and are non-binding . Declarations of acceptance and all customer purchase orders require written or telex, fax confirmation by GWK Kuhlmann to become legally binding.
§3 Time of delivery and time of service
Delivery dates and delivery deadlines are always non-binding. Agreements or binding delivery dates must be in writing. Delays in delivery or service due to force majeure and due to events that make delivery by GWK Kuhlmann significantly more difficult or impossible, are not the responsibility of GWK, even for binding agreed deadlines and dates. Such events authorize GWK Kuhlmann to postpone delivery or performance by the duration of the obstruction, plus an appropriate ramp-up time, or due to the non-fulfilled part, to withdraw from the contract either wholly or in part.
If the obstruction lasts longer than three months the purchaser is authorized, after setting an appropriate grace period, to withdraw from the contract relative to the part of the contract that is not-yet fulfilled. If the delivery time is extended, or if GWK Kuhlmann is released from its obligation, the purchaser shall not derive any claims for damage from such extension or release. The purchaser can only invoke the cited circumstances, if purchaser informs GWK Kuhlmann without delay.
If GWK Kuhlmann is responsible for failure to comply with binding agreed deadlines and scheduled dates, or is in arrears, the purchaser shall have claim to a penalty payment in the mount of 0,5% for each complete week of the delay, however, no more than 5% of the invoice value of the deliveries and performances affected by the arrears. More extensive claims are excluded, unless the contract is based on at least gross negligance on the part of GWK Kuhlmann. GWK Kuhlmann is authorized to make partial deliveries and partial performance.
$4 Limitation of liability
Claims for damage arising from impossibility of the performance, from positive violation of contractual duty, indebtedness at contract conclusion, and from impermissible action against GWK Kuhlmann, as well as against GWK Kuhlmann‘s vicarious agents, are excluded unless intentional or grossly negligent action is present.
$5 Prices and terms of payment
Unless otherwise specified, GWK Kuhlmann shall be bound to the prices contained in its quotations for 30 days from the date of the quotation. The prices plus the respective legal VAT cited in the order confirmation are authoritive. Additional deliveries and performances will be invoiced separately. Delivery is made ex works at buyer‘s risk and expense. The goods remain our property until payment in full has been received by GWK Kuhlmann. Receivables from the sale of goods that have not yet been paid for are deemed to be assigned to GWK Kuhlmann.
GWK Kuhlmann reserves the right to make design changes. Information on dimensions, weight, characteristics, ultimate load, holding capacity, resistance specifications, that have not been assured in writing are considered to be non-binding. We reserve the right to make changes that promote quality. Costs for packaging will be invoiced separately. If the purchaser is in arrears, GWK Kuhlmann can demand interest in the amount of 4,5 % above the respective prime rate of the Deutsche Bundesbank. GWK Kuhlmann‘s legal right to withdraw, or to enforce damage compensation due to non-fulfillment remains unaffected.
§6 Guarantee obligation
For the Energy Savings Boxes (ES Boxes) we offer a guarantee of material and processing within the framework of statutory regulations (Contracting rules for award of public works (VOB)). The guarantee starts on the day of delivery and ends after the legal guarantee period of six months.
§7 Take back
GWK Kuhlmann reserves the right to reject, not to accept, and not to credit returned goods. GWK Kuhlmann reserves the right to generally charge 30% redemption fee on return deliveries.
§8 Damage compensation due to non-fulfilment
If the purchaser is obligated to compensate GWK Kuhlmann for damages due to non-fulfilment, then GWK Kuhlmann can demand 50% of the purchase price as indemnity for damages without varification. It is left to the purchaser to verify that significantly lower damages have occurred. GWK Kuhlmann reserves the right to verify and enforce a higher level of damage.
If the purchaser is in arrears with acceptance then GWK Kuhlmann is authorized to withdraw from the contract after fruitless expiration of a legal grace period of 14 days and to demand damage compensation due to non-fulfilment. The provision in paragraph 1 concerning the amount of damage compensation applies accordingly.
§9 Prohibition of assignment of claims
The rights of the purchaser arising from the business transactions executed with GWK Kuhlmann are not transferable.
§10 Validity
If one of the agreements set-forth in these terms and conditions should be ineffective, then this does not affect the validity of the remaining terms and conditions. Instead of the ineffective provisions an appropriate provision that most nearly approaches what the parties desired relative to the intent and purpose of the contract, had they considered this point when concluding the contract, shall apply.
$11 Place of jurisdiction
The place of jurisdiction for all disputes arising from this contract is the Paderborn District Court.
