General Terms and Conditions for sales and delivery of Correns Europe GmbH
a. The following terms and conditions apply only to merchants as defined by Section 14 of the German Civil Code (§14 BGB), a legal entity under public law or a special fund under public law (hereinafter referred to as "Customer").
b. Our General Terms and Conditions of Sales and Delivery (hereinafter referred to as "GTC") shall apply to all legal relationships with the customer.
c. Our GTC shall apply exclusively. Customer’s general terms and conditions shall not apply to any of our legal relationships with our customers.
d. Our GTC shall also apply if we carry out deliveries to the customer without reservations.
a. Our offers are subject to change and the content is non-binding unless otherwise agreed.
b. All agreements between the customer and us require the written form to be valid.
c. In the absence of a special agreement, the contract shall only come into effect with our written order confirmation.
d. The customer is not entitled to assign claims arising from contracts without our prior written consent.
e. The customer has the right of retention or set-off only insofar as its counterclaim is uncontested or has been established as a legally valid claim.
a. Our prices are net prices, unless otherwise agreed, ex warehouse, without packaging, without freight, without insurance and are subject to the applicable value added tax.
b. All bank charges and costs in connection with payments made by the customer to us shall be borne by the customer.
c. For deliveries outside Germany, all duties, charges and taxes of any kind, whether present or future, imposed by any government or authority in the Customer's country in relation to the formation and performance of the Contract shall be borne by the Customer.
IV. Retention of title
a. The goods remain our property until they have been paid for in full.
V. Delivery of goods and services
a. Our obligation to deliver and perform is contingent on the condition that we ourselves are supplied by our upstream suppliers in accordance with their contractual obligations, unless we are responsible for our supplier’s non-performance of contract.
b. The date of dispatch from our warehouse shall establish the date of performance for the delivery.
c. In case an item is not dispatched on time due to circumstances beyond our control, the delivery period shall be deemed to have been met upon notification of readiness for dispatch.
d. If the dispatch of items is delayed at the customer's request or through the customer's fault, we shall be entitled to charge the additional costs incurred by us.
e. If a specific performance period has been agreed as binding for the provision of services (e.g. assembly, commissioning, repairs), the following shall apply: If the performance is delayed due to events or circumstances beyond our control, the performance period shall be reasonably extended; this shall also apply if such events and circumstances occur after we have defaulted. If the customer is responsible for the delay, he shall bear all costs arising therefrom.
f. The delivery and/or performance period shall be extended appropriately in the event of change requests by the customer and in the event of force majeure.
g. Partial deliveries of goods and services are permitted.
VI. WarrantyThe warranty period is 12 months and begins with the date of delivery. We provide warranty for defects in the delivery to the exclusion of further claims as follows:
a. We shall at our discretion repair or replace free of charge all parts, which are proven to have been defective before the transfer of risk. The customer shall notify us in writing immediately upon discovery of a defect. Replaced parts become our property.
b. The customer shall give us the necessary time and opportunity to carry out all repairs and replacement deliveries that we deem necessary; Failure to provide time and opportunity of remedy shall release us from any liability for resulting damages. Only in case of emergency situations, to prevent hazardous operational conditions or to prevent disproportionately large damage shall the customer have the right to remedy the defect himself or have it remedied by third parties and to claim reimbursement of the necessary expenses from us.
c. Of the costs arising from the rectification or replacement delivery, we shall bear - insofar as the complaint proves to be justified - the costs of the replacement part including shipping as well as the reasonable costs of dismantling and installation, furthermore, if this can be reasonably demanded according to the situation of the individual case, the costs of any necessary dispatch of our fitters and assistants.
d. In particular, we do not offer any warranty under the following conditions: Incorrect or improper use, faulty installation or commissioning by the customer or third parties, natural wear and tear, improper or negligent handling, improper maintenance, use of unsuitable operating materials, unsuitable production site and environment, any unsuitable chemical, electrochemical or external electrical influences.
e. If the customer or a third party carries out improper repairs, we shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without our prior consent.
a. We do not assume liability for indirect or consequential damages.
b. Our liability is limited to direct damages and up to a total value of maximum 10% of the respective order value. This limitation does not apply if an amount exceeding this is covered by our insurance.
c. We assume no liability for deliveries and services of third parties.
d. We shall only be liable for damages, for whatever legal reasons, in the following cases i. in the event of gross negligence on the part of the legal representative or executive employee of our company, ii. in case we maliciously fail to disclose defects or in case of defects, which we had guaranteed to be absent, iii. in the event of culpably inflicting injury to health, life or limb of a person, iv. in the event of culpable breach of material contractual obligations, our liability shall be limited to the reasonably foreseeable damage typical for this type of agreement, v. insofar as liability exists under the German Product Liability Act (Produkthaftungsgesetz) for personal injury and damage to personal property.
VIII. Force majeure
a. Should one of the parties of the agreement be prevented from performing its contractual obligations due to events beyond its control or due to a force majeure event, such as, but not limited to, war, major fire, flood, storms (typhoon/ hurricane/ tornado etc.) and earthquakes, strikes, walkouts and lockouts or export restrictions, then all contractual deadlines shall be extended by the period corresponding to the effects of the occurrence of the force majeure plus a reasonable period for the resumption of the work.
b. The affected Party shall notify the other Party in writing within 14 (fourteen) days of the occurrence of the Force Majeure Event. The affected Party shall provide the other Party with a certificate issued by a competent authority. The prevented Party shall further inform the other Party of the reasons and circumstances of the Force Majeure Event.
c. The affected party shall inform the other party in writing as soon as possible of the cessation or removal of a force majeure event.
d. If a force majeure event lasts longer than six months, both parties hall have the right to terminate the part of the contract affected by the force majeure event.
e. In case of a force majeure event, the seller and the buyer shall amicably agree on further actions and clarify the financial ramifications.
IX. Software usage
a. Insofar as software is included in the scope of delivery, the purchaser shall be granted the right to use the delivered software including its documentation. The customer’s license to use the software extends only to the use with the delivered hardware. All other rights to the software and the documentation remain with the software distributor or the software supplier.
a. If the customer refuses to accept the delivered item without justification or without providing reasons, we are entitled to set a deadline of 14 days in writing for the customer to declare acceptance. Acceptance shall be deemed to have taken place insofar as the customer does not accept the delivered item within this period or does not specify in writing the major identified defects.
b. In any case, the delivered item shall be deemed accepted when the customer starts using it or could use it productively. From this point in time, the warranty period starts. We shall then be entitled to claim payment of any outstanding balance of the purchase price.
XI. Place of jurisdiction, arbitration and choice of law
a. The exclusive place of jurisdiction for all claims arising from the business relationship is Düsseldorf. However, we are also entitled to initiate legal proceedings against the customer at his general place of jurisdiction.
b. The law of the Federal Republic of Germany shall apply exclusively to all disputes arising from contracts to which these GTC apply and to all disputes arising from the business relationship between us and the customer. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) and private international law is excluded.
Correns Europe GmbH
Phone: +49 211 630 570
Fax: +49 211 630 5755
Status: July 2021