PAUL IMPORT GmbH - General Terms and Conditions
Area of Application
All deliveries and services as well as all sales and proposals shall take place on the basis of our General Terms and Conditions as stated below, even if we do not refer to them specifically in the individual case. Their validity can only be excluded wholly or partially through an explicit, written agreement referring to an individual business transaction. We do not recognise any conflicting terms of our contractual partners, even if we execute orders without previously explicitly contradicting these terms again. If the contractual partner does not contradict our order confirmation within one working week after receipt of the order confirmation in writing, our General Terms and Conditions are valid as having been accepted to the full extent and unreservedly. The acceptance of our deliveries in any case includes the acknowledgement of our General Terms and Conditions without any reservations of any kind. Our General Terms and Conditions are also valid for all future business transactions without requiring a renewed explicit agreement. The following applies in the individual case:
All proposals are subject to change and are non-binding. Orders only become binding for us in view of the type and scope of the delivery through our order confirmation. The obligation to deliver only occurs after a proper order confirmation has been issued.
Our prices are basically net, ex stock Hamburg.
1. Providing nothing has been agreed to the contrary, payment is to be made within 3 days net after receipt of the goods.
2. Customers who are unknown to us will basically only be supplied goods against cash in advance.
3. In the case of the payment deadline being exceeded, we will charge default interest to the value of presently 9% p.a. above the respective base lending rate.
4. Upon accepting orders the creditworthiness of the contractual partner is the inherent basis of the business transactions. If circumstances become known to us that reduce the creditworthiness of the contractual partner, we are entitled to make payments immediately due for all our outstanding receivables – also those from other business transactions – without taking into account the term of discounted drafts, the acceptance of cheques, possible fixed value dates or extension agreements and possible securities that are on hand. In this case we are moreover entitled to provide still outstanding deliveries only against cash in advance, against a relevant security, to withdraw from the contract and/or to demand the immediate return of goods delivered by us on conditional sale. The assertion of entitlement to damages remains unaffected by this.
5. Payment by draft is subject to a previous agreement. Drafts and acceptances will only be accepted for payment. All expenses and costs are to be reimbursed by the customer and are due for immediate payment.
6. The contractual partner is not entitled to a right of retention or a right to set-off due to own possible claims.
IV. Dispatch - Delivery – Acceptance
1. The dispatch takes place exclusively ex stock Hamburg.
2. The transport is performed for the account and risk of the contractual partner, even in the case of own transport personnel being engaged. We will only conclude transport insurance policies after receiving written instructions; the costs are to be reimbursed by the customer. The dispatch will be carried out at our discretion, but without us being bound to the cheapest freight forwarding.
3. Delivery possibility remains reserved. Force majeure and events lying beyond our control such as, e.g. also non punctual and incorrect self deliveries exempt us from the adherence to committed delivery obligations and agreed prices. Corresponding claims for damages from a delayed delivery or non delivery are excluded.
4. The ordered goods are to be accepted within 14 days after being made available in Hamburg, providing nothing has been agreed to the contrary. In the case of a default in acceptance we are entitled to withdraw from the contract and demand compensation due to non-fulfilment.
V. Reservation of Proprietary Rights
1. All delivered goods remain our property up until the full payment of all receivables owing to us from the business connection with our contractual partner, including previous receivables as well as future receivables arising or ones becoming due, including those from possible refinancing drafts.
2. If our property is impaired due to attachments or in any other way, the contractual partner must make the third party aware of the ownership of the property immediately and at the same time inform us about the impairment by sending the contracts.
3. The contractual partner is entitled to sell on to third parties or process the goods in the framework of his current business operations. The claims by the contractual partner from the resale of the goods subject to retention of title are now already being assigned to us to secure our claims and to this value, whereby we hereby accept this assignment.
4. As long as we have an existing claim, we are entitled to demand information from the contractual partner regarding which goods delivered by us are still in his possession as well as where the goods are located. We are furthermore entitled to inspect and retrieve these goods at any time from the place where they are located.
5. The contractual partner bears the risk of the goods delivered by us and is obliged to store them safely and insure them sufficiently against loss.
6. The attachment or transfer by way of security of the goods subject to retention of title is excluded.
1. Possible objections must be notified immediately in writing, however at the latest within 7 days of the receipt of the goods. We can no longer take into account warranty claims asserted at a later date.
2. Returning faulty, defective or wrong goods requires our written consent.
3. In the case of defects we are merely obliged to rectify or replace the goods. Claims to convert the purchase contract and reduce the purchase price are excluded, apart from if it is impossible for us to make a replacement delivery or rectification within an appropriate period of time.
4. A claim for damages asserted by the contractual partner does not exist. As long as the contractual partner has not completely fulfilled his obligation to accept and make full payment for the goods, we are not obliged to make a supplementary performance.
VI. Industrial Property Rights
The contractual partner is informed that by offering and selling goods we have delivered he may breach design patent rules as well as regulations under competition law. Our liability for defects of title resulting from this is excluded.
VII. Place of Fulfilment - Court of Jurisdiction
1. The place of fulfilment and court of jurisdiction is Hamburg for both parties. This also applies to claims arising from drafts and cheques.
2. The possible ineffectiveness of individual provisions does not affect the effectiveness of the remaining provisions and the contract as a whole. In case one of the provisions mentioned above is nevertheless ineffective, a provision coming as economically closest to this provision as possible will automatically become effective.
VIII. Applicable Law
For this agreement the non-standardised German legislation applies exclusively to the exclusion of UN Sales Law.
Status September 2008