CELO main catalog Page 313
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CELO Small Things Matter Terms and Conditions General terms and conditions for deliveries and services of CELO Befestigungssysteme GmbH (last updated: April 2018) I. General information 1. We conclude contracts and repeat orders only on the basis of the following General Terms and Conditions (GTCSs), unless otherwise agreed upon in writing and/or acknowledged by us in writing. 2. These GTCSs apply to entrepreneurs, legal entities under public law or special funds under public law. 3. Our terms and conditions become part of the contract upon receipt of RXURUGHUFRQͤUPDWLRQ 4. Any terms and conditions of the purchaser that conflict with or deviate IURPRXU*7&VVKDOOQRWEHELQGLQJIRUXVHYHQLIZHKDYHQRWH[SUHVVO\ objected to them or have made the delivery without objecting to any contrary terms and conditions. 5. Our GTCs shall also apply if we carry out the delivery to the purchaser without reservation in the knowledge that the purchaser‘s GTCs are contrary to or deviate from our own. III. Offers, conclusion of the contract and services :HDUHDXWKRULVHGWRDFFHSWWKHRUGHUE\VHQGLQJDQRUGHUFRQͤUPDWLRQ within 10 working days. 2. Our offers, including those made on our behalf, are subject to change and are non-binding. Orders shall only be deemed accepted when we KDYHFRQͤUPHGWKHPLQZULWLQJ RUGHUFRQͤUPDWLRQ 6KRXOGRXURUGHUFRQͤUPDWLRQFRQWDLQW\SRJUDSKLFDOHUURUVRUPLVSULQWV or should the price determination be based on technically related transmission errors, we shall be entitled to contest the order. Payments already made shall be refunded to the purchaser without delay. 4. Agreements made between us and the purchaser upon conclusion of the contract as well as amendments or additions to the contract shall be made in writing in order to be effective. 5. We reserve the right to make changes to the subject matter of the conWUDFWLQWKHLQWHUHVWRIWHFKQLFDOSURJUHVVHYHQDIWHUWKHRUGHUFRQͤUPDtion has been issued, provided that this does not affect its price, delivery time, usability or function. V. Prices, terms of payment, offsetting 8QOHVVRWKHUZLVHDJUHHGLQZULWLQJSULFHVDUHH[ZRUNVZLWKRXWRXWHU packaging, transport packaging and without the applicable value added WD[$Q\FRVWVIRUVKLSSLQJFXVWRPVFOHDUDQFHDQGRWKHUFRVWVVKDOOEH invoiced separately. . 2. In the case of contracts that provide for our delivery or service only for a period that is longer than four months after the conclusion of the contract, we reserve the right to change our prices accordingly if cost reductions or cost increases occur after the conclusion of the contract, in particular due to collective wage agreements or material price changes. On request, we shall provide evidence of these to the purchaser. 3. Our invoices are due for payment 10 days after the invoice date. We reserve the right to make deliveries only against advance payment. %LOOVRIH[FKDQJHDQGFKHFNVDUHRQO\DFFHSWHGRQDFFRXQWRISHUIRUmance. Bank, discount and collection charges shall be borne by the purchaser. We do not assume any obligation or liability for timely recourse WRWKHSURWHVWRIELOOVRIH[FKDQJHDQGFKHFNV ,IWKHFRQWUDFWXDOSD\PHQWGDWHLVH[FHHGHGWKHSXUFKDVHUVKDOOEHLQ default. 6. In the event of default of payment by the purchaser, default interest to the amount of 9% above the base interest rate shall be paid. Additionally, WKHSXUFKDVHUVKDOOSD\Dͤ[HGUDWHRI(85LQWKHHYHQWRIGHIDXOW FI sec. 288 (5) of the German Civil Code [Bürgerliches Gesetzbuch, BGB]). If we are able to prove a higher damage caused by default, we are entitled to claim it. 7. If a deterioration of the purchaser‘s assets occurs after conclusion of the contract, or if a deterioration of the purchaser‘s assets already H[LVWLQJEHIRUHFRQFOXVLRQRIWKHFRQWUDFWRQO\EHFRPHVNQRZQDIWHUWKH conclusion of the contract, the purchaser shall be obliged, at our request and at our discretion, either a) to pay for the delivery step by step or b) to provide security in the amount of the purchase price within one week of receipt of our request before delivery. 8. The purchaser is only entitled to offset if his counterclaims have been legally established, are undisputed or have been recognised by us. 9. The purchaser shall only be permitted to assert a right of retention if his counterclaim is based on the same contractual relationship. IV. Delivery, transfer of risk 1. Compliance with our delivery obligation requires the timely and correct IXOͤOPHQWRIWKHSXUFKDVHU̴VREOLJDWLRQV:HUHVHUYHWKHULJKWWRFODLP non-performance of the contract. 2. Within the scope of the obligation concerning us in accordance with the Packaging Ordinance [Verpackungsverordnung], we take back transport SDFNDJLQJDQGVDOHVSDFNDJLQJ WKHSDFNDJLQJFDQEHUHWXUQHGWRXVIRU disposal. We do not assume any further disposal services, including any cost-related participation in this. 'HOLYHU\GDWHVVWDWHGLQWKHRUGHUFRQͤUPDWLRQDUHQRQELQGLQJXQOHVV RWKHUZLVHH[SUHVVO\DJUHHGLQZULWLQJ 4. We shall be deemed to have complied with the delivery period if we have QRWLͤHGWKHSXUFKDVHURIWKHFRPSOHWLRQDQGUHDGLQHVVIRUFROOHFWLRQ RIWKHJRRGVE\WKHH[SLU\RIWKHGHOLYHU\SHULRGXQOHVVDGHEWWREHGLscharged at the place of delivery or a debt to be discharged at the place RISHUIRUPDQFHKDVEHHQDJUHHGDVDQH[FHSWLRQ :HDUHHQWLWOHGWRPDNHSDUWLDOGHOLYHULHVWRDUHDVRQDEOHH[WHQW 6. If the goods are shipped to the purchaser or to a place of delivery designated by the purchaser at the purchaser‘s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser when the goods are handed over to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. This applies irrespective of whether the goods are dispatched from the place of performance and who bears the freight costs. 7. Delivery shall be made subject to correct and timely delivery to us by our suppliers. This only applies in the event that we are not responsible for the non-delivery. In this case, we shall inform the purchaser immediately in writing about the non-availability of the service and refund any purchase price already paid without delay. VI. Retention of ownership 1. We reserve the right of ownership of the delivered goods as security for all claims to which we are entitled against the purchaser under the EXVLQHVVUHODWLRQVKLS7KHUHWHQWLRQRIRZQHUVKLSDOVRH[WHQGVWRWKH SURGXFWVGHOLYHUHGZLWKLQWKHVFRSHRIDQH[FKDQJH,QWKHHYHQWWKDWWKH purchaser acts in breach of contract, in particular in the event of default of payment, we shall be entitled to retrieve the goods. The retrieval of the goods means a withdrawal from the contract. After retrieving the goods, we shall be entitled to sell them. The proceeds of the sale shall be credited against the purchaser‘s liabilities, minus the processing costs. 2XURZQHUVKLSH[WHQGVWRWKHQHZSURGXFWVFUHDWHGWKURXJKSURFHVsing the reserved goods. The processing shall be carried out for us as DPDQXIDFWXUHU,QWKHHYHQWRISURFHVVLQJFRPELQLQJRUPL[LQJZLWK items not belonging to us, we shall acquire co-ownership in the ratio of the invoice value of the reserved goods to the invoice values of the other materials. 3. The purchaser hereby assigns to us all claims arising from the sale RIJRRGVVXEMHFWWRUHWHQWLRQRIWLWOHLQFOXGLQJELOOVRIH[FKDQJHDQG checks, as security for the respective claims pursuant to para. 1. We accept this assignment as of now. In the event of the sale of goods in which we have co-ownership, the assignment shall be limited to the share of the claim corresponding to our co-ownership share. 4. As long as the purchaser is willing and able to duly meet his obligations towards us, he may dispose of the goods owned or co-owned by us in the ordinary course of business and collect the claim assigned to us himself. We undertake not to collect the claim as long as the purchaser meets his payment obligations from the proceeds received, is not in GHIDXOWRISD\PHQWDQGLQSDUWLFXODUKDVQRWͤOHGIRULQVROYHQF\SURFHHdings or suspended payments. If this is the case, we can demand II. Subject of the contract 1. The subject matter of the contract is solely the delivery of the goods or VHUYLFHGHͤQHGLQWKHRUGHUFRQͤUPDWLRQ$PHQGPHQWVVXSSOHPHQWV DQGDQFLOODU\DJUHHPHQWVDUHRQO\OHJDOO\ELQGLQJLIFRQͤUPHGE\XVLQ writing. $VDPDWWHURISULQFLSOHRQO\WKHIHDWXUHVOLVWHGLQWKHRUGHUFRQͤUPDWLRQ shall be deemed to be agreed. 3. Drawings, illustrations, dimensions or other technical data are only ELQGLQJLIWKH\KDYHEHHQH[SUHVVO\DJUHHGLQZULWLQJ 312 2SHUDWLRQDOGLVUXSWLRQVVKRUWDJHVRIHQHUJ\RUUDZPDWHULDOVWUDIͤF disruptions, insofar as such events were not foreseeable, as well as VWULNHVEHLQJORFNHGRXWRIͤFLDOGHFUHHVDQGFDVHVRIIRUFHPDMHXUH shall release the party affected thereby from the obligation to deliver or DFFHSWIRUWKHGXUDWLRQRIWKHGLVUXSWLRQDQGWRWKHH[WHQWRILWVHIIHFW If delivery or acceptance is delayed by more than one month as a result, each party shall be entitled to withdraw from the contract with regard to the quantity affected by the disruption in delivery or acceptance.
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