Terms and Conditions

of Delivery and Sale

1. Miscellaneous; General Data Protection Regulation (GDPR)

1.1 The following Terms and Conditions of Delivery and Sale shall apply to all deliveries/sales and other services of Eckpunkt GmbH ("the Supplier"). Terms and conditions of the Supplier's customers shall not apply unless the Supplier expressly agrees to this in writing by letter, fax or email.

1.2 Should individual provisions of these Terms and Conditions of Delivery and Sale prove to be invalid, this will not affect the validity of the remaining provisions of these Terms and Conditions of Delivery and Sale. The Supplier and Purchaser shall replace the invalid provisions of these Terms and Conditions of Sale and Delivery with provisions which are legally permissible and come as close as possible to the intended legal and commercial purpose of the invalid provisions.

1.3 In waiving notification within the meaning of the General Data Protection Regulation of the European Union (GDPR), the Purchaser authorises the Supplier to process personal data within the scope permitted by the GDPR and to the extent necessary.

 

2. Quotes, Confirmation of Orders, Financial Circumstances of the Customer

2.1 All offers are subject to confirmation.

2.2 The supply contract shall not be deemed to be concluded until confirmation of the written order has been sent (by letter, fax or email) by the Supplier. Retrospective changes to the delivery contract must be confirmed in writing (letter, fax or email) by the Supplier. If delivery is made without prior confirmation of the order, the delivery contract will be deemed to have been concluded through delivery. Contracts concluded by confirmation of the order cannot be reversed or cancelled without the Supplier's consent.

2.3 The scope of services owed under the contract shall be governed exclusively by confirmation of the order. If delivery is made without such prior confirmation, the oral agreements between authorised employees of the Supplier and the Purchaser shall apply. Information on characteristics of the product/s which are not covered by confirmation of the order or by oral agreements shall have no relevance in law. The Supplier also reserves the right to make changes to the design, choice of materials, specifications and type of construction after sending a confirmation of the order provided these changes do not contradict confirmation of the order.

2.4 If there is a substantial change in the financial circumstances of the Purchaser compared to the circumstances known when confirmation of the order was sent or if facts become known which make the solvency of the Purchaser appear doubtful, the Supplier may refuse delivery until the Purchaser has either made a pro rata payment or has provided appropriate security.

2.5 Repeated non-compliance with terms of payment or circumstances which give rise to serious doubts as to the solvency of the Purchaser shall result in the immediate maturity of all claims of the Supplier. Furthermore, the Supplier shall in such cases be entitled to demand advance payments for outstanding deliveries and to withdraw from the contract after an additional notice period of seven working days.

 

3. Prices, Terms of Payment, Advance Payment

3.1 In the absence of any special agreement, the (net) prices shall apply ex-Supplier's registered offices but excluding shipping and transport expenses. The applicable statutory value added tax shall be added to the (net) prices.

3.2 In the event of significant unforeseeable changes in production costs over which the Supplier has no control, the Supplier reserves the right to agree a price with the Purchaser that differs from the confirmation of the order.

3.3 If the Purchaser requests changes after confirmation of the order has been sent, any additional costs incurred will be charged for.

3.4 Payments are to be made within two weeks of the date of the invoice without any deduction. Sections 2.4. and 2.5. of these Terms and Conditions notwithstanding, the Supplier and the Purchaser agree that an advance payment of the (net) price of 50% of the total value of the order plus the applicable statutory value-added tax shall be made before the goods are shipped.

3.5 If the payment deadline is exceeded, interest on arrears shall be charged as from the due date at a rate of 8% p.a. over the applicable base interest rate. A reminder will not be required. The pursuit of further claims by the Supplier in the event of culpable failure to meet the payment deadline shall remain unaffected.

3.6 Payment by bill of exchange or cheque will not be accepted.

3.7 The Purchaser is not entitled to right of retention. Offsetting against counterclaims is only permissible provided that this has been acknowledged by the Supplier or has been established in law.

 

4. Delivery and Acceptance

4.1 The Supplier's delivery dates are not binding unless these are firm dates that have been agreed in the confirmation of the order.

4.2 The occurrence of unforeseen events, such as war, monetary/trade/other sovereign measures, civil unrest, forces of nature, fire, strikes, lockouts, non-delivery of primary material/s for which the Supplier is not responsible, transport or operational disruptions or other cases of Acts of God which endanger fulfilment of the delivery contract, make it considerably more difficult or impossible to fulfil, shall entitle the Supplier to postpone delivery for the duration of the hindrance and for a reasonable resumption period thereafter. In such cases, the Supplier shall be entitled to withdraw from the contract without paying compensation. The Purchaser may demand a declaration from the Supplier within 10 working days as to whether it intends to withdraw from the contract or deliver within a reasonable period to be determined by the Supplier. If the Supplier makes no such declaration within 10 working days, the Purchaser may withdraw from the contract. Partial deliveries and partial services may not be refused by the Purchaser.

4.3 If a delay in delivery occurs for other reasons, the Purchaser will be obliged to grant the Supplier a reasonable extension period in writing (by letter, fax or email). If the delivery item is not prepared for shipment by the Supplier within this extension period, the Purchaser shall, after the extension period expires, be entitled to cancel delivery of those parts which have not been dispatched or reported as ready for shipment by time the extension period expires. The Purchaser shall it be entitled to withdraw from the entire contract only if the partial services already performed are of no interest to it (the Purchaser).

4.4 Claims for damages by the Purchaser in all cases of delayed delivery or performance will not be recognised. This shall not apply in cases of intent or gross negligence in which liability is provided for in law.

4.5 If no fixed acceptance periods have been agreed, the Purchaser shall accept the delivery item within five working days of notification of the date of delivery.

4.6 If the Purchaser does not accept the delivery item by the date provided, the Purchaser shall still be obliged to pay the purchase price. Regardless of further statutory rights, the Supplier shall be entitled to store the delivery item at the expense and risk of the Purchaser or to dispose of the delivery item in any other way. At least 10% of the net price shall be charged each month as storage costs.

4.7 Shipping/delivery shall be made from the Supplier's registered offices at the Purchaser's expense and risk. Unless otherwise agreed, the type and route of shipping shall be determined by the Supplier. The Supplier shall take out insurance for transport breakage, theft and other insurances only at the express written request and expense of the Purchaser.

 

5. Transfer of Risk

Risk shall transfer to the Purchaser upon acceptance, on the date of unjustified refusal of acceptance, in the event of failure on the part of the Purchaser to act or on expiry of a separately-agreed acceptance period. If shipment of the delivery item to the Purchaser has been agreed, risk shall transfer when the delivery item is handed over to the carrier (freight forwarder, railway etc.). In all cases, risk shall transfer when the delivery item is used. If the Supplier has to take back goods for reasons for which it is not responsible, the Purchaser shall bear the risk until the Supplier has received the goods.

 

6. Cancellation

An order may be cancelled only by written notification to the Supplier and with the Supplier's consent. In the event of cancellation by Purchaser, the Supplier's cancellation charges shall be payable, including all costs incurred up to the date of cancellation (the date of cancellation is the date on which the Supplier is notified of cancellation in writing and this notification is received by Supplier), the cost of materials ordered for which return is not accepted, the Supplier's return and cancellation charges and the cost of processing the cancellation plus a reasonable profit. These costs will be paid at a lump sum of 30% of the net cost of each order.

 

7. Retention of Title

7.1 The goods shall, for whatever reason in law, remain the property of the Supplier until all claims of the Supplier have been satisfied. Where accounts are paid periodically, the reserved property shall be deemed security for the balance of the Supplier's claims.

7.2 The Purchaser may neither pledge the goods delivered under retention of title nor assign them by way of security. In the event of seizure, confiscation or other disposition of the goods by third parties, the Supplier must immediately report this to the Supplier in writing.

7.3 If the goods are treated or processed by the Purchaser, retention of title shall extend to the entire new item. If the goods are processed, combined or mixed with other goods, the Supplier shall acquire co-ownership to the proportion of the value of its goods as a percentage of the value of the other goods used by the Purchaser at the time they were processed, combined or mixed. The Purchaser hereby assigns to the Supplier here and now its claims from any resale of the goods. At the Supplier's written request, the Purchaser shall be obliged to notify the purchasers that the goods have been assigned by way of security and to provide the information and documents required to assert their rights against the purchasers.

7.4 If the retention of title is invalid under the laws of the country to which the goods have been transported, that security for the Supplier's claims shall be deemed to have been agreed which can be effectively agreed in the country concerned and which comes closest to retention of title in commercial terms.

 

8. Warranty

8.1 The Purchaser shall inspect the delivered goods immediately on arrival. Any defects discovered in the process shall be notified in writing within a deadline period of two weeks. Defects that are not obvious must be reported in writing two weeks after discovery.

8.2 In the case of immediate notification of justified defects, the warranty shall, at the Supplier's option, consist of repairing the delivery item (rectification of defects) or replacing defective parts (replacement supply). Alternatively, the Supplier shall also be entitled to reimburse the reduced value of the goods while appropriately safeguarding the Purchaser's interests.

8.3 If the Supplier fails to fulfil its obligation to remedy defects or supply replacement goods, fails to do either in accordance with the contract or if these efforts fail, the Purchaser shall be entitled to reduce the purchase price or, at its option, withdraw from the purchase contract.

8.4 Spare parts or parts subject to wear and tear must also be inspected immediately by the Purchaser; any defects must be reported immediately within the period specified in No. 8.1.

8.5 Other or further claims of the Purchaser for defects, including claims for damages or for consequential damage, will not be recognised. In the event of non-compliance with a guarantee, which must be expressly confirmed in the confirmation of the order and designated as such, claims for damages may only be asserted to the extent that the guarantee was specifically intended to protect the Purchaser against the type of damage that has occurred.

8.6 The Supplier's liability shall expire if the delivered goods have been dismantled by a third party or altered by the installation of parts of third-party origin and the cause of the damage is connected with such alteration. Liability will also expire if the Purchaser does not follow or does not properly follow the instructions of the Supplier regarding the handling of the delivered goods (operating instructions).

8.7 Claims by the Purchaser for defects to the delivered goods shall expire within 12 months after commissioning and 18 months after transfer of risk at the latest.

 

9. General Limitation of Liability

9.1 Unless otherwise stipulated in these Terms and Conditions of Delivery and Sale, the Supplier shall - for whatever reason in law - only be liable in the event of intent or gross negligence.

9.2 If the Purchaser claims personal injury and property damage under the terms of the German Product Liability Act if either is attributable to the defective nature of the delivered item, the exclusion of liability agreed under Item 9.1 shall not apply.

9.3 Any advice given by the Supplier to the Purchaser regarding the use of the delivery item shall only be binding on the Supplier if given or confirmed by the Supplier in writing.

 

10. Disposal of the Goods

10.1 In accordance with the applicable statutory provisions, the Purchaser is obliged to dispose of the delivered goods properly after the end of their use. The Purchaser shall release the Supplier from any and all statutory obligations to take back the goods.

10.2 The Supplier's claim to acceptance of or release or from any obligations by the Purchaser in accordance with No. 11 below shall not expire until two years have elapsed following the final use once and for all of the delivered goods.

 

11. Place of Fulfilment, Place of Jurisdiction and Applicable Law

11.1 The place of fulfilment for the Supplier's deliveries shall be its registered offices.

11.2 The place of jurisdiction shall be Frankfurt am Main.

11.3 German law shall apply exclusively to all legal relationships between the Supplier and the Purchaser. The provisions of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods shall not apply.

Terms and Conditions

of Delivery and Sale

1. Miscellaneous; General Data Protection Regulation (GDPR)

1.1 The following Terms and Conditions of Delivery and Sale shall apply to all deliveries/sales and other services of Eckpunkt GmbH ("the Supplier"). Terms and conditions of the Supplier's customers shall not apply unless the Supplier expressly agrees to this in writing by letter, fax or email.

1.2 Should individual provisions of these Terms and Conditions of Delivery and Sale prove to be invalid, this will not affect the validity of the remaining provisions of these Terms and Conditions of Delivery and Sale. The Supplier and Purchaser shall replace the invalid provisions of these Terms and Conditions of Sale and Delivery with provisions which are legally permissible and come as close as possible to the intended legal and commercial purpose of the invalid provisions.

1.3 In waiving notification within the meaning of the General Data Protection Regulation of the European Union (GDPR), the Purchaser authorises the Supplier to process personal data within the scope permitted by the GDPR and to the extent necessary.

 

2. Quotes, Confirmation of Orders, Financial Circumstances of the Customer

2.1 All offers are subject to confirmation.

2.2 The supply contract shall not be deemed to be concluded until confirmation of the written order has been sent (by letter, fax or email) by the Supplier. Retrospective changes to the delivery contract must be confirmed in writing (letter, fax or email) by the Supplier. If delivery is made without prior confirmation of the order, the delivery contract will be deemed to have been concluded through delivery. Contracts concluded by confirmation of the order cannot be reversed or cancelled without the Supplier's consent.

2.3 The scope of services owed under the contract shall be governed exclusively by confirmation of the order. If delivery is made without such prior confirmation, the oral agreements between authorised employees of the Supplier and the Purchaser shall apply. Information on characteristics of the product/s which are not covered by confirmation of the order or by oral agreements shall have no relevance in law. The Supplier also reserves the right to make changes to the design, choice of materials, specifications and type of construction after sending a confirmation of the order provided these changes do not contradict confirmation of the order.

2.4 If there is a substantial change in the financial circumstances of the Purchaser compared to the circumstances known when confirmation of the order was sent or if facts become known which make the solvency of the Purchaser appear doubtful, the Supplier may refuse delivery until the Purchaser has either made a pro rata payment or has provided appropriate security.

2.5 Repeated non-compliance with terms of payment or circumstances which give rise to serious doubts as to the solvency of the Purchaser shall result in the immediate maturity of all claims of the Supplier. Furthermore, the Supplier shall in such cases be entitled to demand advance payments for outstanding deliveries and to withdraw from the contract after an additional notice period of seven working days.

 

3. Prices, Terms of Payment, Advance Payment

3.1 In the absence of any special agreement, the (net) prices shall apply ex-Supplier's registered offices but excluding shipping and transport expenses. The applicable statutory value added tax shall be added to the (net) prices.

3.2 In the event of significant unforeseeable changes in production costs over which the Supplier has no control, the Supplier reserves the right to agree a price with the Purchaser that differs from the confirmation of the order.

3.3 If the Purchaser requests changes after confirmation of the order has been sent, any additional costs incurred will be charged for.

3.4 Payments are to be made within two weeks of the date of the invoice without any deduction. Sections 2.4. and 2.5. of these Terms and Conditions notwithstanding, the Supplier and the Purchaser agree that an advance payment of the (net) price of 50% of the total value of the order plus the applicable statutory value-added tax shall be made before the goods are shipped.

3.5 If the payment deadline is exceeded, interest on arrears shall be charged as from the due date at a rate of 8% p.a. over the applicable base interest rate. A reminder will not be required. The pursuit of further claims by the Supplier in the event of culpable failure to meet the payment deadline shall remain unaffected.

3.6 Payment by bill of exchange or cheque will not be accepted.

3.7 The Purchaser is not entitled to right of retention. Offsetting against counterclaims is only permissible provided that this has been acknowledged by the Supplier or has been established in law.

 

4. Delivery and Acceptance

4.1 The Supplier's delivery dates are not binding unless these are firm dates that have been agreed in the confirmation of the order.

4.2 The occurrence of unforeseen events, such as war, monetary/trade/other sovereign measures, civil unrest, forces of nature, fire, strikes, lockouts, non-delivery of primary material/s for which the Supplier is not responsible, transport or operational disruptions or other cases of Acts of God which endanger fulfilment of the delivery contract, make it considerably more difficult or impossible to fulfil, shall entitle the Supplier to postpone delivery for the duration of the hindrance and for a reasonable resumption period thereafter. In such cases, the Supplier shall be entitled to withdraw from the contract without paying compensation. The Purchaser may demand a declaration from the Supplier within 10 working days as to whether it intends to withdraw from the contract or deliver within a reasonable period to be determined by the Supplier. If the Supplier makes no such declaration within 10 working days, the Purchaser may withdraw from the contract. Partial deliveries and partial services may not be refused by the Purchaser.

4.3 If a delay in delivery occurs for other reasons, the Purchaser will be obliged to grant the Supplier a reasonable extension period in writing (by letter, fax or email). If the delivery item is not prepared for shipment by the Supplier within this extension period, the Purchaser shall, after the extension period expires, be entitled to cancel delivery of those parts which have not been dispatched or reported as ready for shipment by time the extension period expires. The Purchaser shall it be entitled to withdraw from the entire contract only if the partial services already performed are of no interest to it (the Purchaser).

4.4 Claims for damages by the Purchaser in all cases of delayed delivery or performance will not be recognised. This shall not apply in cases of intent or gross negligence in which liability is provided for in law.

4.5 If no fixed acceptance periods have been agreed, the Purchaser shall accept the delivery item within five working days of notification of the date of delivery.

4.6 If the Purchaser does not accept the delivery item by the date provided, the Purchaser shall still be obliged to pay the purchase price. Regardless of further statutory rights, the Supplier shall be entitled to store the delivery item at the expense and risk of the Purchaser or to dispose of the delivery item in any other way. At least 10% of the net price shall be charged each month as storage costs.

4.7 Shipping/delivery shall be made from the Supplier's registered offices at the Purchaser's expense and risk. Unless otherwise agreed, the type and route of shipping shall be determined by the Supplier. The Supplier shall take out insurance for transport breakage, theft and other insurances only at the express written request and expense of the Purchaser.

 

5. Transfer of Risk

Risk shall transfer to the Purchaser upon acceptance, on the date of unjustified refusal of acceptance, in the event of failure on the part of the Purchaser to act or on expiry of a separately-agreed acceptance period. If shipment of the delivery item to the Purchaser has been agreed, risk shall transfer when the delivery item is handed over to the carrier (freight forwarder, railway etc.). In all cases, risk shall transfer when the delivery item is used. If the Supplier has to take back goods for reasons for which it is not responsible, the Purchaser shall bear the risk until the Supplier has received the goods.

 

6. Cancellation

An order may be cancelled only by written notification to the Supplier and with the Supplier's consent. In the event of cancellation by Purchaser, the Supplier's cancellation charges shall be payable, including all costs incurred up to the date of cancellation (the date of cancellation is the date on which the Supplier is notified of cancellation in writing and this notification is received by Supplier), the cost of materials ordered for which return is not accepted, the Supplier's return and cancellation charges and the cost of processing the cancellation plus a reasonable profit. These costs will be paid at a lump sum of 30% of the net cost of each order.

 

7. Retention of Title

7.1 The goods shall, for whatever reason in law, remain the property of the Supplier until all claims of the Supplier have been satisfied. Where accounts are paid periodically, the reserved property shall be deemed security for the balance of the Supplier's claims.

7.2 The Purchaser may neither pledge the goods delivered under retention of title nor assign them by way of security. In the event of seizure, confiscation or other disposition of the goods by third parties, the Supplier must immediately report this to the Supplier in writing.

7.3 If the goods are treated or processed by the Purchaser, retention of title shall extend to the entire new item. If the goods are processed, combined or mixed with other goods, the Supplier shall acquire co-ownership to the proportion of the value of its goods as a percentage of the value of the other goods used by the Purchaser at the time they were processed, combined or mixed. The Purchaser hereby assigns to the Supplier here and now its claims from any resale of the goods. At the Supplier's written request, the Purchaser shall be obliged to notify the purchasers that the goods have been assigned by way of security and to provide the information and documents required to assert their rights against the purchasers.

7.4 If the retention of title is invalid under the laws of the country to which the goods have been transported, that security for the Supplier's claims shall be deemed to have been agreed which can be effectively agreed in the country concerned and which comes closest to retention of title in commercial terms.

 

8. Warranty

8.1 The Purchaser shall inspect the delivered goods immediately on arrival. Any defects discovered in the process shall be notified in writing within a deadline period of two weeks. Defects that are not obvious must be reported in writing two weeks after discovery.

8.2 In the case of immediate notification of justified defects, the warranty shall, at the Supplier's option, consist of repairing the delivery item (rectification of defects) or replacing defective parts (replacement supply). Alternatively, the Supplier shall also be entitled to reimburse the reduced value of the goods while appropriately safeguarding the Purchaser's interests.

8.3 If the Supplier fails to fulfil its obligation to remedy defects or supply replacement goods, fails to do either in accordance with the contract or if these efforts fail, the Purchaser shall be entitled to reduce the purchase price or, at its option, withdraw from the purchase contract.

8.4 Spare parts or parts subject to wear and tear must also be inspected immediately by the Purchaser; any defects must be reported immediately within the period specified in No. 8.1.

8.5 Other or further claims of the Purchaser for defects, including claims for damages or for consequential damage, will not be recognised. In the event of non-compliance with a guarantee, which must be expressly confirmed in the confirmation of the order and designated as such, claims for damages may only be asserted to the extent that the guarantee was specifically intended to protect the Purchaser against the type of damage that has occurred.

8.6 The Supplier's liability shall expire if the delivered goods have been dismantled by a third party or altered by the installation of parts of third-party origin and the cause of the damage is connected with such alteration. Liability will also expire if the Purchaser does not follow or does not properly follow the instructions of the Supplier regarding the handling of the delivered goods (operating instructions).

8.7 Claims by the Purchaser for defects to the delivered goods shall expire within 12 months after commissioning and 18 months after transfer of risk at the latest.

 

9. General Limitation of Liability

9.1 Unless otherwise stipulated in these Terms and Conditions of Delivery and Sale, the Supplier shall - for whatever reason in law - only be liable in the event of intent or gross negligence.

9.2 If the Purchaser claims personal injury and property damage under the terms of the German Product Liability Act if either is attributable to the defective nature of the delivered item, the exclusion of liability agreed under Item 9.1 shall not apply.

9.3 Any advice given by the Supplier to the Purchaser regarding the use of the delivery item shall only be binding on the Supplier if given or confirmed by the Supplier in writing.

 

10. Disposal of the Goods

10.1 In accordance with the applicable statutory provisions, the Purchaser is obliged to dispose of the delivered goods properly after the end of their use. The Purchaser shall release the Supplier from any and all statutory obligations to take back the goods.

10.2 The Supplier's claim to acceptance of or release or from any obligations by the Purchaser in accordance with No. 11 below shall not expire until two years have elapsed following the final use once and for all of the delivered goods.

 

11. Place of Fulfilment, Place of Jurisdiction and Applicable Law

11.1 The place of fulfilment for the Supplier's deliveries shall be its registered offices.

11.2 The place of jurisdiction shall be Frankfurt am Main.

11.3 German law shall apply exclusively to all legal relationships between the Supplier and the Purchaser. The provisions of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods shall not apply.

Terms and Conditions

of Delivery and Sale

1. Miscellaneous; General Data Protection Regulation (GDPR)

1.1 The following Terms and Conditions of Delivery and Sale shall apply to all deliveries/sales and other services of Eckpunkt GmbH ("the Supplier"). Terms and conditions of the Supplier's customers shall not apply unless the Supplier expressly agrees to this in writing by letter, fax or email.

1.2 Should individual provisions of these Terms and Conditions of Delivery and Sale prove to be invalid, this will not affect the validity of the remaining provisions of these Terms and Conditions of Delivery and Sale. The Supplier and Purchaser shall replace the invalid provisions of these Terms and Conditions of Sale and Delivery with provisions which are legally permissible and come as close as possible to the intended legal and commercial purpose of the invalid provisions.

1.3 In waiving notification within the meaning of the General Data Protection Regulation of the European Union (GDPR), the Purchaser authorises the Supplier to process personal data within the scope permitted by the GDPR and to the extent necessary.

 

2. Quotes, Confirmation of Orders, Financial Circumstances of the Customer

2.1 All offers are subject to confirmation.

2.2 The supply contract shall not be deemed to be concluded until confirmation of the written order has been sent (by letter, fax or email) by the Supplier. Retrospective changes to the delivery contract must be confirmed in writing (letter, fax or email) by the Supplier. If delivery is made without prior confirmation of the order, the delivery contract will be deemed to have been concluded through delivery. Contracts concluded by confirmation of the order cannot be reversed or cancelled without the Supplier's consent.

2.3 The scope of services owed under the contract shall be governed exclusively by confirmation of the order. If delivery is made without such prior confirmation, the oral agreements between authorised employees of the Supplier and the Purchaser shall apply. Information on characteristics of the product/s which are not covered by confirmation of the order or by oral agreements shall have no relevance in law. The Supplier also reserves the right to make changes to the design, choice of materials, specifications and type of construction after sending a confirmation of the order provided these changes do not contradict confirmation of the order.

2.4 If there is a substantial change in the financial circumstances of the Purchaser compared to the circumstances known when confirmation of the order was sent or if facts become known which make the solvency of the Purchaser appear doubtful, the Supplier may refuse delivery until the Purchaser has either made a pro rata payment or has provided appropriate security.

2.5 Repeated non-compliance with terms of payment or circumstances which give rise to serious doubts as to the solvency of the Purchaser shall result in the immediate maturity of all claims of the Supplier. Furthermore, the Supplier shall in such cases be entitled to demand advance payments for outstanding deliveries and to withdraw from the contract after an additional notice period of seven working days.

 

3. Prices, Terms of Payment, Advance Payment

3.1 In the absence of any special agreement, the (net) prices shall apply ex-Supplier's registered offices but excluding shipping and transport expenses. The applicable statutory value added tax shall be added to the (net) prices.

3.2 In the event of significant unforeseeable changes in production costs over which the Supplier has no control, the Supplier reserves the right to agree a price with the Purchaser that differs from the confirmation of the order.

3.3 If the Purchaser requests changes after confirmation of the order has been sent, any additional costs incurred will be charged for.

3.4 Payments are to be made within two weeks of the date of the invoice without any deduction. Sections 2.4. and 2.5. of these Terms and Conditions notwithstanding, the Supplier and the Purchaser agree that an advance payment of the (net) price of 50% of the total value of the order plus the applicable statutory value-added tax shall be made before the goods are shipped.

3.5 If the payment deadline is exceeded, interest on arrears shall be charged as from the due date at a rate of 8% p.a. over the applicable base interest rate. A reminder will not be required. The pursuit of further claims by the Supplier in the event of culpable failure to meet the payment deadline shall remain unaffected.

3.6 Payment by bill of exchange or cheque will not be accepted.

3.7 The Purchaser is not entitled to right of retention. Offsetting against counterclaims is only permissible provided that this has been acknowledged by the Supplier or has been established in law.

 

4. Delivery and Acceptance

4.1 The Supplier's delivery dates are not binding unless these are firm dates that have been agreed in the confirmation of the order.

4.2 The occurrence of unforeseen events, such as war, monetary/trade/other sovereign measures, civil unrest, forces of nature, fire, strikes, lockouts, non-delivery of primary material/s for which the Supplier is not responsible, transport or operational disruptions or other cases of Acts of God which endanger fulfilment of the delivery contract, make it considerably more difficult or impossible to fulfil, shall entitle the Supplier to postpone delivery for the duration of the hindrance and for a reasonable resumption period thereafter. In such cases, the Supplier shall be entitled to withdraw from the contract without paying compensation. The Purchaser may demand a declaration from the Supplier within 10 working days as to whether it intends to withdraw from the contract or deliver within a reasonable period to be determined by the Supplier. If the Supplier makes no such declaration within 10 working days, the Purchaser may withdraw from the contract. Partial deliveries and partial services may not be refused by the Purchaser.

4.3 If a delay in delivery occurs for other reasons, the Purchaser will be obliged to grant the Supplier a reasonable extension period in writing (by letter, fax or email). If the delivery item is not prepared for shipment by the Supplier within this extension period, the Purchaser shall, after the extension period expires, be entitled to cancel delivery of those parts which have not been dispatched or reported as ready for shipment by time the extension period expires. The Purchaser shall it be entitled to withdraw from the entire contract only if the partial services already performed are of no interest to it (the Purchaser).

4.4 Claims for damages by the Purchaser in all cases of delayed delivery or performance will not be recognised. This shall not apply in cases of intent or gross negligence in which liability is provided for in law.

4.5 If no fixed acceptance periods have been agreed, the Purchaser shall accept the delivery item within five working days of notification of the date of delivery.

4.6 If the Purchaser does not accept the delivery item by the date provided, the Purchaser shall still be obliged to pay the purchase price. Regardless of further statutory rights, the Supplier shall be entitled to store the delivery item at the expense and risk of the Purchaser or to dispose of the delivery item in any other way. At least 10% of the net price shall be charged each month as storage costs.

4.7 Shipping/delivery shall be made from the Supplier's registered offices at the Purchaser's expense and risk. Unless otherwise agreed, the type and route of shipping shall be determined by the Supplier. The Supplier shall take out insurance for transport breakage, theft and other insurances only at the express written request and expense of the Purchaser.

 

5. Transfer of Risk

Risk shall transfer to the Purchaser upon acceptance, on the date of unjustified refusal of acceptance, in the event of failure on the part of the Purchaser to act or on expiry of a separately-agreed acceptance period. If shipment of the delivery item to the Purchaser has been agreed, risk shall transfer when the delivery item is handed over to the carrier (freight forwarder, railway etc.). In all cases, risk shall transfer when the delivery item is used. If the Supplier has to take back goods for reasons for which it is not responsible, the Purchaser shall bear the risk until the Supplier has received the goods.

 

6. Cancellation

An order may be cancelled only by written notification to the Supplier and with the Supplier's consent. In the event of cancellation by Purchaser, the Supplier's cancellation charges shall be payable, including all costs incurred up to the date of cancellation (the date of cancellation is the date on which the Supplier is notified of cancellation in writing and this notification is received by Supplier), the cost of materials ordered for which return is not accepted, the Supplier's return and cancellation charges and the cost of processing the cancellation plus a reasonable profit. These costs will be paid at a lump sum of 30% of the net cost of each order.

 

7. Retention of Title

7.1 The goods shall, for whatever reason in law, remain the property of the Supplier until all claims of the Supplier have been satisfied. Where accounts are paid periodically, the reserved property shall be deemed security for the balance of the Supplier's claims.

7.2 The Purchaser may neither pledge the goods delivered under retention of title nor assign them by way of security. In the event of seizure, confiscation or other disposition of the goods by third parties, the Supplier must immediately report this to the Supplier in writing.

7.3 If the goods are treated or processed by the Purchaser, retention of title shall extend to the entire new item. If the goods are processed, combined or mixed with other goods, the Supplier shall acquire co-ownership to the proportion of the value of its goods as a percentage of the value of the other goods used by the Purchaser at the time they were processed, combined or mixed. The Purchaser hereby assigns to the Supplier here and now its claims from any resale of the goods. At the Supplier's written request, the Purchaser shall be obliged to notify the purchasers that the goods have been assigned by way of security and to provide the information and documents required to assert their rights against the purchasers.

7.4 If the retention of title is invalid under the laws of the country to which the goods have been transported, that security for the Supplier's claims shall be deemed to have been agreed which can be effectively agreed in the country concerned and which comes closest to retention of title in commercial terms.

 

8. Warranty

8.1 The Purchaser shall inspect the delivered goods immediately on arrival. Any defects discovered in the process shall be notified in writing within a deadline period of two weeks. Defects that are not obvious must be reported in writing two weeks after discovery.

8.2 In the case of immediate notification of justified defects, the warranty shall, at the Supplier's option, consist of repairing the delivery item (rectification of defects) or replacing defective parts (replacement supply). Alternatively, the Supplier shall also be entitled to reimburse the reduced value of the goods while appropriately safeguarding the Purchaser's interests.

8.3 If the Supplier fails to fulfil its obligation to remedy defects or supply replacement goods, fails to do either in accordance with the contract or if these efforts fail, the Purchaser shall be entitled to reduce the purchase price or, at its option, withdraw from the purchase contract.

8.4 Spare parts or parts subject to wear and tear must also be inspected immediately by the Purchaser; any defects must be reported immediately within the period specified in No. 8.1.

8.5 Other or further claims of the Purchaser for defects, including claims for damages or for consequential damage, will not be recognised. In the event of non-compliance with a guarantee, which must be expressly confirmed in the confirmation of the order and designated as such, claims for damages may only be asserted to the extent that the guarantee was specifically intended to protect the Purchaser against the type of damage that has occurred.

8.6 The Supplier's liability shall expire if the delivered goods have been dismantled by a third party or altered by the installation of parts of third-party origin and the cause of the damage is connected with such alteration. Liability will also expire if the Purchaser does not follow or does not properly follow the instructions of the Supplier regarding the handling of the delivered goods (operating instructions).

8.7 Claims by the Purchaser for defects to the delivered goods shall expire within 12 months after commissioning and 18 months after transfer of risk at the latest.

 

9. General Limitation of Liability

9.1 Unless otherwise stipulated in these Terms and Conditions of Delivery and Sale, the Supplier shall - for whatever reason in law - only be liable in the event of intent or gross negligence.

9.2 If the Purchaser claims personal injury and property damage under the terms of the German Product Liability Act if either is attributable to the defective nature of the delivered item, the exclusion of liability agreed under Item 9.1 shall not apply.

9.3 Any advice given by the Supplier to the Purchaser regarding the use of the delivery item shall only be binding on the Supplier if given or confirmed by the Supplier in writing.

 

10. Disposal of the Goods

10.1 In accordance with the applicable statutory provisions, the Purchaser is obliged to dispose of the delivered goods properly after the end of their use. The Purchaser shall release the Supplier from any and all statutory obligations to take back the goods.

10.2 The Supplier's claim to acceptance of or release or from any obligations by the Purchaser in accordance with No. 11 below shall not expire until two years have elapsed following the final use once and for all of the delivered goods.

 

11. Place of Fulfilment, Place of Jurisdiction and Applicable Law

11.1 The place of fulfilment for the Supplier's deliveries shall be its registered offices.

11.2 The place of jurisdiction shall be Frankfurt am Main.

11.3 German law shall apply exclusively to all legal relationships between the Supplier and the Purchaser. The provisions of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods shall not apply.

Terms and Conditions

of Delivery and Sale

1. Miscellaneous; General Data Protection Regulation (GDPR)

1.1 The following Terms and Conditions of Delivery and Sale shall apply to all deliveries/sales and other services of Eckpunkt GmbH ("the Supplier"). Terms and conditions of the Supplier's customers shall not apply unless the Supplier expressly agrees to this in writing by letter, fax or email.

1.2 Should individual provisions of these Terms and Conditions of Delivery and Sale prove to be invalid, this will not affect the validity of the remaining provisions of these Terms and Conditions of Delivery and Sale. The Supplier and Purchaser shall replace the invalid provisions of these Terms and Conditions of Sale and Delivery with provisions which are legally permissible and come as close as possible to the intended legal and commercial purpose of the invalid provisions.

1.3 In waiving notification within the meaning of the General Data Protection Regulation of the European Union (GDPR), the Purchaser authorises the Supplier to process personal data within the scope permitted by the GDPR and to the extent necessary.

 

2. Quotes, Confirmation of Orders, Financial Circumstances of the Customer

2.1 All offers are subject to confirmation.

2.2 The supply contract shall not be deemed to be concluded until confirmation of the written order has been sent (by letter, fax or email) by the Supplier. Retrospective changes to the delivery contract must be confirmed in writing (letter, fax or email) by the Supplier. If delivery is made without prior confirmation of the order, the delivery contract will be deemed to have been concluded through delivery. Contracts concluded by confirmation of the order cannot be reversed or cancelled without the Supplier's consent.

2.3 The scope of services owed under the contract shall be governed exclusively by confirmation of the order. If delivery is made without such prior confirmation, the oral agreements between authorised employees of the Supplier and the Purchaser shall apply. Information on characteristics of the product/s which are not covered by confirmation of the order or by oral agreements shall have no relevance in law. The Supplier also reserves the right to make changes to the design, choice of materials, specifications and type of construction after sending a confirmation of the order provided these changes do not contradict confirmation of the order.

2.4 If there is a substantial change in the financial circumstances of the Purchaser compared to the circumstances known when confirmation of the order was sent or if facts become known which make the solvency of the Purchaser appear doubtful, the Supplier may refuse delivery until the Purchaser has either made a pro rata payment or has provided appropriate security.

2.5 Repeated non-compliance with terms of payment or circumstances which give rise to serious doubts as to the solvency of the Purchaser shall result in the immediate maturity of all claims of the Supplier. Furthermore, the Supplier shall in such cases be entitled to demand advance payments for outstanding deliveries and to withdraw from the contract after an additional notice period of seven working days.

 

3. Prices, Terms of Payment, Advance Payment

3.1 In the absence of any special agreement, the (net) prices shall apply ex-Supplier's registered offices but excluding shipping and transport expenses. The applicable statutory value added tax shall be added to the (net) prices.

3.2 In the event of significant unforeseeable changes in production costs over which the Supplier has no control, the Supplier reserves the right to agree a price with the Purchaser that differs from the confirmation of the order.

3.3 If the Purchaser requests changes after confirmation of the order has been sent, any additional costs incurred will be charged for.

3.4 Payments are to be made within two weeks of the date of the invoice without any deduction. Sections 2.4. and 2.5. of these Terms and Conditions notwithstanding, the Supplier and the Purchaser agree that an advance payment of the (net) price of 50% of the total value of the order plus the applicable statutory value-added tax shall be made before the goods are shipped.

3.5 If the payment deadline is exceeded, interest on arrears shall be charged as from the due date at a rate of 8% p.a. over the applicable base interest rate. A reminder will not be required. The pursuit of further claims by the Supplier in the event of culpable failure to meet the payment deadline shall remain unaffected.

3.6 Payment by bill of exchange or cheque will not be accepted.

3.7 The Purchaser is not entitled to right of retention. Offsetting against counterclaims is only permissible provided that this has been acknowledged by the Supplier or has been established in law.

 

4. Delivery and Acceptance

4.1 The Supplier's delivery dates are not binding unless these are firm dates that have been agreed in the confirmation of the order.

4.2 The occurrence of unforeseen events, such as war, monetary/trade/other sovereign measures, civil unrest, forces of nature, fire, strikes, lockouts, non-delivery of primary material/s for which the Supplier is not responsible, transport or operational disruptions or other cases of Acts of God which endanger fulfilment of the delivery contract, make it considerably more difficult or impossible to fulfil, shall entitle the Supplier to postpone delivery for the duration of the hindrance and for a reasonable resumption period thereafter. In such cases, the Supplier shall be entitled to withdraw from the contract without paying compensation. The Purchaser may demand a declaration from the Supplier within 10 working days as to whether it intends to withdraw from the contract or deliver within a reasonable period to be determined by the Supplier. If the Supplier makes no such declaration within 10 working days, the Purchaser may withdraw from the contract. Partial deliveries and partial services may not be refused by the Purchaser.

4.3 If a delay in delivery occurs for other reasons, the Purchaser will be obliged to grant the Supplier a reasonable extension period in writing (by letter, fax or email). If the delivery item is not prepared for shipment by the Supplier within this extension period, the Purchaser shall, after the extension period expires, be entitled to cancel delivery of those parts which have not been dispatched or reported as ready for shipment by time the extension period expires. The Purchaser shall it be entitled to withdraw from the entire contract only if the partial services already performed are of no interest to it (the Purchaser).

4.4 Claims for damages by the Purchaser in all cases of delayed delivery or performance will not be recognised. This shall not apply in cases of intent or gross negligence in which liability is provided for in law.

4.5 If no fixed acceptance periods have been agreed, the Purchaser shall accept the delivery item within five working days of notification of the date of delivery.

4.6 If the Purchaser does not accept the delivery item by the date provided, the Purchaser shall still be obliged to pay the purchase price. Regardless of further statutory rights, the Supplier shall be entitled to store the delivery item at the expense and risk of the Purchaser or to dispose of the delivery item in any other way. At least 10% of the net price shall be charged each month as storage costs.

4.7 Shipping/delivery shall be made from the Supplier's registered offices at the Purchaser's expense and risk. Unless otherwise agreed, the type and route of shipping shall be determined by the Supplier. The Supplier shall take out insurance for transport breakage, theft and other insurances only at the express written request and expense of the Purchaser.

 

5. Transfer of Risk

Risk shall transfer to the Purchaser upon acceptance, on the date of unjustified refusal of acceptance, in the event of failure on the part of the Purchaser to act or on expiry of a separately-agreed acceptance period. If shipment of the delivery item to the Purchaser has been agreed, risk shall transfer when the delivery item is handed over to the carrier (freight forwarder, railway etc.). In all cases, risk shall transfer when the delivery item is used. If the Supplier has to take back goods for reasons for which it is not responsible, the Purchaser shall bear the risk until the Supplier has received the goods.

 

6. Cancellation

An order may be cancelled only by written notification to the Supplier and with the Supplier's consent. In the event of cancellation by Purchaser, the Supplier's cancellation charges shall be payable, including all costs incurred up to the date of cancellation (the date of cancellation is the date on which the Supplier is notified of cancellation in writing and this notification is received by Supplier), the cost of materials ordered for which return is not accepted, the Supplier's return and cancellation charges and the cost of processing the cancellation plus a reasonable profit. These costs will be paid at a lump sum of 30% of the net cost of each order.

 

7. Retention of Title

7.1 The goods shall, for whatever reason in law, remain the property of the Supplier until all claims of the Supplier have been satisfied. Where accounts are paid periodically, the reserved property shall be deemed security for the balance of the Supplier's claims.

7.2 The Purchaser may neither pledge the goods delivered under retention of title nor assign them by way of security. In the event of seizure, confiscation or other disposition of the goods by third parties, the Supplier must immediately report this to the Supplier in writing.

7.3 If the goods are treated or processed by the Purchaser, retention of title shall extend to the entire new item. If the goods are processed, combined or mixed with other goods, the Supplier shall acquire co-ownership to the proportion of the value of its goods as a percentage of the value of the other goods used by the Purchaser at the time they were processed, combined or mixed. The Purchaser hereby assigns to the Supplier here and now its claims from any resale of the goods. At the Supplier's written request, the Purchaser shall be obliged to notify the purchasers that the goods have been assigned by way of security and to provide the information and documents required to assert their rights against the purchasers.

7.4 If the retention of title is invalid under the laws of the country to which the goods have been transported, that security for the Supplier's claims shall be deemed to have been agreed which can be effectively agreed in the country concerned and which comes closest to retention of title in commercial terms.

 

8. Warranty

8.1 The Purchaser shall inspect the delivered goods immediately on arrival. Any defects discovered in the process shall be notified in writing within a deadline period of two weeks. Defects that are not obvious must be reported in writing two weeks after discovery.

8.2 In the case of immediate notification of justified defects, the warranty shall, at the Supplier's option, consist of repairing the delivery item (rectification of defects) or replacing defective parts (replacement supply). Alternatively, the Supplier shall also be entitled to reimburse the reduced value of the goods while appropriately safeguarding the Purchaser's interests.

8.3 If the Supplier fails to fulfil its obligation to remedy defects or supply replacement goods, fails to do either in accordance with the contract or if these efforts fail, the Purchaser shall be entitled to reduce the purchase price or, at its option, withdraw from the purchase contract.

8.4 Spare parts or parts subject to wear and tear must also be inspected immediately by the Purchaser; any defects must be reported immediately within the period specified in No. 8.1.

8.5 Other or further claims of the Purchaser for defects, including claims for damages or for consequential damage, will not be recognised. In the event of non-compliance with a guarantee, which must be expressly confirmed in the confirmation of the order and designated as such, claims for damages may only be asserted to the extent that the guarantee was specifically intended to protect the Purchaser against the type of damage that has occurred.

8.6 The Supplier's liability shall expire if the delivered goods have been dismantled by a third party or altered by the installation of parts of third-party origin and the cause of the damage is connected with such alteration. Liability will also expire if the Purchaser does not follow or does not properly follow the instructions of the Supplier regarding the handling of the delivered goods (operating instructions).

8.7 Claims by the Purchaser for defects to the delivered goods shall expire within 12 months after commissioning and 18 months after transfer of risk at the latest.

 

9. General Limitation of Liability

9.1 Unless otherwise stipulated in these Terms and Conditions of Delivery and Sale, the Supplier shall - for whatever reason in law - only be liable in the event of intent or gross negligence.

9.2 If the Purchaser claims personal injury and property damage under the terms of the German Product Liability Act if either is attributable to the defective nature of the delivered item, the exclusion of liability agreed under Item 9.1 shall not apply.

9.3 Any advice given by the Supplier to the Purchaser regarding the use of the delivery item shall only be binding on the Supplier if given or confirmed by the Supplier in writing.

 

10. Disposal of the Goods

10.1 In accordance with the applicable statutory provisions, the Purchaser is obliged to dispose of the delivered goods properly after the end of their use. The Purchaser shall release the Supplier from any and all statutory obligations to take back the goods.

10.2 The Supplier's claim to acceptance of or release or from any obligations by the Purchaser in accordance with No. 11 below shall not expire until two years have elapsed following the final use once and for all of the delivered goods.

 

11. Place of Fulfilment, Place of Jurisdiction and Applicable Law

11.1 The place of fulfilment for the Supplier's deliveries shall be its registered offices.

11.2 The place of jurisdiction shall be Frankfurt am Main.

11.3 German law shall apply exclusively to all legal relationships between the Supplier and the Purchaser. The provisions of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods shall not apply.