General Terms and Conditions
Validity of the terms and conditions:
All agreements and offers of Becker GmbH (hereinafter referred to as BECKER), including future ones, shall be based on these terms and conditions. They shall be accepted upon acceptance of the goods or by placing an order. BECKER hereby already objects to counterconfirmations of the purchaser with reference to these terms and conditions of business and purchase.
Offer, order confirmations:
- BECKER's offers are subject to change. The validity of the offers is always limited in time. Quoted prices shall always be exclusive of material, alloy, brass or copper surcharges in accordance with world market trends, where applicable. The written order confirmation is decisive for the scope of deliveries. Delivery dates are not binding unless they have been expressly confirmed as binding.
- Purchase orders and orders shall be accepted when the order confirmation is available. In the case of catalog components, this shall be deemed to have been issued in good time if it is issued at the same time as invoicing and delivery. In the case of offers subject to a time limit and a specific acceptance period, the offer shall be decisive if no timely order confirmation is received.
- All documents belonging to the offer, such as drawings, illustrations, weights and dimensions, are only approximate unless they are expressly marked as binding by BECKER. BECKER reserves the property rights and copyrights to all documents; these may not be made accessible to third parties.
Prices and Payments
- The delivery period shall commence upon dispatch of the order confirmation, provided that all documents and records to be procured by the Purchaser are available, otherwise upon their presentation. It shall be deemed to have been complied with if the delivery item has left the factory or readiness for dispatch has been notified by the time the delivery period commences.
- The delivery period shall be extended appropriately in the event of obstacles due to force majeure. This includes in particular strikes and lockouts. This shall also apply if unforeseen obstacles and circumstances have occurred at BECKER's sub-suppliers.
- Compliance with the delivery period shall be conditional upon the performance of the contractual obligation of the purchaser.
- If the shipment is delayed at the purchaser's request, BECKER shall be entitled to otherwise dispose of the delivery item after a reasonable period of time, to supply the purchaser within a reasonably extended period of time and to charge for storage costs incurred.
Packaging Units & Short Quantities
- BECKER reserves the right to make surcharges in case of breakage of packaging units or partial quantities of a standard length or standard roll as well as cutting surcharges.
- If the minimum order value of 100 € is not reached, a processing fee will be charged.
Transfer of Risk
- The risk shall pass on to the purchaser upon dispatch, also in case of partial deliveries, even if BECKER has assumed other services such as delivery or installation.
- If the shipment is delayed due to circumstances for which the purchaser is responsible, the risk shall pass on to the purchaser on the day of readiness for shipment.
Retention of Title
- Delivered goods shall remain the property of BECKER until full payment of all present and future claims arising from business relations with the purchaser, irrespective of the legal grounds.
- The assertion of the right of retention of title, the taking back as well as the seizure of the goods subject to retention of title by BECKER shall not be regarded as a withdrawal from the contract.
- The purchaser shall be entitled to resell the delivered goods revocably in the ordinary course of business. In order to secure the claims referred to under (1), the purchaser herewith assigns all claims to which it is entitled from the resale, including ancillary rights, in the amount of the value of the goods subject to retention of title. Upon BECKER's request, the purchaser shall be obliged to disclose the assignment to third parties for the purpose of payment to BECKER and to provide BECKER with the information and documents necessary for the assertion of its rights.
- The purchaser shall be entitled to process, transform and combine goods subject to retention of title. The processing or transformation shall be carried out for BECKER, which shall become the direct owner of the item produced by processing or transformation in accordance with the value of the delivery. The processed or transformed item shall be deemed to be good subject to retention of title. In case of processing, transformation or combination with third party property, BECKER shall be entitled to a co-ownership right in the new item in the amount of the share resulting from the ratio of the value of the processed, transformed or combined goods subject to retention of title to the value of the new item. The share of the claim assigned to BECKER shall have priority over all other claims and obligations.
- BECKER undertakes to release securities in so much as their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.
- In case of access of third parties to the goods subject to retention of title, the purchaser shall point out BECKER's ownership and inform BECKER immediately.
Warranty
- BECKER shall be liable for defects of delivery and performance as well as for the absence of warranted characteristics according to the following provisions: (1)All parts or services which become unusable or whose usability is considerably impaired within 6 months after the passing of risk due to a circumstance prior to the passing of risk, in particular due to defective design, poor material or defective workmanship, shall be repaired or provided again by BECKER free of charge at BECKER's reasonable discretion.
- The discovery of defects shall be notified to BECKER in writing without delay, but no later than eight days after receipt of the goods.
- If the complaint is justified in whole or in part, BECKER shall bear the direct costs incurred in this respect, such as the costs of the replacement part, the shipping costs as well as the reasonable costs of installation and removal, at most to the extent that these are incurred or would have been incurred at the place of residence or commercial headquarters of the purchaser in the Federal Republic of Germany, but at most again up to the amount of the value of the part complained about. In all other respects the customer shall bear the costs. The warranty period for the replacement part and the repair shall be 3 months; however, it shall run at least until the expiry of the original warranty period for the delivery item. The period of liability for the delivery item shall be extended by the duration of the interruption of operations caused by the repair work.
- The purchaser shall give BECKER the time and opportunity necessary for the repair or replacement delivery. Only in urgent cases of endangerment of operational safety and prevention of major damage shall the purchaser have the right, with BECKER's prior consent, to remedy the defect itself or have it remedied by third parties and to claim reimbursement of the necessary costs from BECKER. The same shall apply in the event that BECKER is in default with the removal of the defect.
- For third-party products, the warranty shall be limited to the assignment of claims to which BECKER is entitled against the supplier as long as and to the extent that such claims exist.
- The Purchaser shall only be entitled to rescission or reduction of the purchase price if the repair or replacement delivery has not been made in due time after a reminder or has finally failed. Further claims from the purchaser are excluded.
- BECKER shall not be liable for damages due to unsuitable or improper use or storage, faulty assembly by the purchaser or third parties, unauthorized repair attempts and modifications, natural wear and tear, faulty or negligent handling, chemical as well as electrical and other influences beyond BECKER's control as well as in case of improper use and non-observance of the operating instructions and catalog sheets.
- The information on the delivery item and on the intended use, e.g. on dimensions, weights, hardness, utility values, temperatures, etc., are merely descriptions or characteristic values, not guaranteed properties. They are nonbinding guide values and shall only be deemed to be warranted to the extent that this has been expressly agreed. Insignificant deviations do not justify any warranty rights.
Impossibility, Default
- In the event of impossibility of performance prior to the transfer of risk, the Purchaser may withdraw from the contract. He shall have the same right if, in the case of an order for similar items, it becomes impossible to execute part of the delivery, and he has a justified interest in refusing a partial delivery. If this is not the case, the Purchaser may reduce the consideration accordingly.
- If there is a delay in performance within the meaning of Section 4 and if the purchaser has set BECKER a reasonable grace period which is not complied with, the purchaser shall be entitled to rescind the contract. If acceptance is delayed due to the purchaser's fault, the purchaser shall remain obliged to counter-performance.
- If the purchaser suffers damage caused by a delay on the part of BECKER, he shall be entitled to claim compensation for delay. Such compensation shall amount to 0.5 % for each full week of delay to the exclusion of any further claims, but in total not more than 5 % of the value of that part of the entire delivery which cannot be used in time or in accordance with the contract as a result of the delay. This limitation of liability shall not apply if the Purchaser proves gross negligence or willful misconduct on the part of BECKER.
Compensation for Damages
- Claims for damages of the purchaser arising from positive violation of claims, from violation of duties during contract negotiations and from illegal action shall be excluded, with the exception of cases of intent and gross negligence. However, BECKER shall be liable for damage to privately used objects in the cases prescribed by law according to the Product Liability Act.
- The purchaser shall already now indemnify BECKER against claims of third parties based on patent rights and the like, if design or manufacture was carried out on the express instruction of the purchaser.
Jurisdiction and place of performance
- The place of jurisdiction and performance for all disputes arising from the contractual relationships shall be DĂĽlmen, provided that the purchaser is a registered merchant or a legal entity under public law or has its place of residence or business headquarters outside the Federal Republic of Germany.
Applicable Law, Partial Invalidity
- The contractual relationship between the Purchaser and BECKER shall be governed by the law of the Federal Republic of Germany - to the exclusion of all international agreements on a purchase, in particular to the exclusion of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISC).
- Should any provision of these Terms and Conditions or of the other agreements of the business relations be or become invalid, the validity of the other agreements shall not be affected thereby.