GTC
General Terms and Conditions
1. SCOPE OF APPLICATION
1.1 The General Terms and Conditions of Sale of U-Turn GmbH ("Contractor") apply exclusively to companies within the meaning of Section 310 (1) of the German Civil Code (BGB). Conflicting or deviating terms and conditions of the contractual partner ("Client") shall not be recognized by the Contractor unless he has expressly agreed to them. Orders and all related declarations are only binding in written form.
1.2 The General Terms and Conditions of Sale shall also apply if the Contractor carries out the delivery to the Client without reservation in the knowledge of conflicting or deviating terms and conditions of the Client.
1.3 They shall also apply to future business relationships, even if they are not expressly agreed again.
2. OFFER AND ACCEPTANCE
2.1 Insofar as a written order is to be regarded as an offer within the meaning of §§ 145 ff. BGB, the Contractor may accept it within two (2) weeks.
2.2 If a significant deterioration in the financial and/or liquidity situation of the Client occurs after conclusion of the contract or if such circumstances already existing at the time of conclusion of the contract only become known subsequently, the Contractor may withdraw from the contract if the Client is not prepared to provide security or make advance payment despite being requested to do so.
3. SECRECY
The Client undertakes to maintain confidentiality about all business, operational and technical matters of the Contractor of which it becomes aware or becomes aware in connection with the delivery, even beyond the end of the contractual relationship, as long as and insofar as this information has not become generally known by other means or the Contractor has waived confidentiality in writing.
4. PRICES
4.1 The prices in the Contractor's latest price list are subject to change and apply ex works net (EXW). Value added tax shall be invoiced separately to the Client at the statutory rate.
5. DELIVERY AND TRANSFER OF RISK
5.1 The information provided by the Contractor regarding deadlines and dates shall not be binding unless a fixed transaction or other special delivery and performance dates have been expressly agreed in writing. They shall be deemed to have been fulfilled if the goods have been reported as ready for dispatch on the agreed date.
5.2 Delivery shall be ex works (EXW).
5.3 Any shipment of the goods shall be at the risk and expense of the Client, even if the Contractor exceptionally bears the shipping costs.
5.4 If the goods cannot be dispatched for reasons for which the Client is responsible, the Contractor shall be entitled to store the goods at the risk and expense of the Client. In such cases, the date of storage shall be deemed to be the delivery date; the warehouse receipt shall replace the shipping documents.
5.5 If the Client is in default of acceptance, the Contractor shall be entitled to demand compensation for the resulting damage and any additional expenses.
6. TERMS OF PAYMENT
6.1 The purchase price is due for payment in EUR (net) within 7 days of the invoice date.
6.2 A discount deduction is only permitted in accordance with the relevant information on the invoice. The date of receipt of payment by the Contractor or the date of crediting to one of its bank accounts shall be deemed to be the date of payment for the discount deduction.
6.3 The retention of payments due to or offsetting against counterclaims by the Client shall only be permitted if these counterclaims are undisputed or have been legally established.
7. RESERVATION OF TITLE
7.1 The goods shall remain the property of the Contractor until all claims to which it is entitled vis-Ă -vis the Client have been satisfied.
7.2 The client shall take all measures to register the retention of title insofar as this is necessary under the provisions of foreign legal systems.
7.3 As long as ownership has not yet been transferred to him, the client is obliged to treat the purchased item with care and to insure it adequately at replacement value against loss, damage and destruction at his own expense. The client shall bear the costs of any necessary investments, such as maintenance and inspection work.
7.4 If the goods delivered by the Contractor are resold as intended or transferred to third parties for any other legal reason before the purchase price has been paid in full, the Client hereby assigns to the Contractor all claims against its customers arising from the resale of the goods subject to retention of title, including all ancillary rights. In the event of processing, combining or mixing as intended, the assignment shall be in the amount of the invoice value of the goods of the Contractor used in the process.
7.5 If the value of the securities existing for the Contractor exceeds the secured claim by more than ten (10) percent in total, the Contractor undertakes to release securities of its choice at the Client's request.
7.6 At the Contractor's request, the Client shall, as soon as it is in default, notify its debtor of the assignment and provide the Contractor with the information required to collect the claim and hand over the necessary documents. Unless otherwise stipulated by the Contractor, the Customer shall be entitled and obliged to collect the countervalue for the resold goods, which shall become the property of the Contractor without further ado, and to keep it separate from the other means of payment for the Contractor.
7.7 In case of doubt, the retention of title shall continue to exist until the Client proves in each individual case that the goods have been paid for in full. In the event that the goods subject to the Contractor's retention of title are claimed by third parties, e.g. through seizure, or third parties assert claims to the claim assigned to the Contractor, the Client is obliged to inform the Contractor of this immediately and to inform the third party of the retention of title or the assignment.
8. REDEMPTION CONDITIONS
(outside the warranty)
8.1 The return of the goods requires the express written consent of the contractor. The value to be reimbursed in the event of the return of goods depends on the age, condition and resaleability of the goods.
8.2 Products that are expressly ordered in special packaging or do not fall within the Contractor's standard delivery program are generally excluded from return.
8.3 The client shall bear the risks and costs for the transportation of returned goods.
8.4 Further regulations on returns can be found in the Contractor's respective valid returns policy.
9. WARRANTY AND LIABILITY
9.1 Obvious defects in the purchased goods must be reported in writing within seven (7) days of receipt of the goods, hidden defects must be reported seven (7) days after their discovery. Any obvious damage to the goods that is already apparent upon receipt must be reported to the forwarding agent or carrier without delay.
9.2 If there is a defect in the purchased item, the Contractor may initially, at its discretion, either rectify the defect or make a subsequent delivery. If the supplementary performance fails, the Client shall be entitled to withdraw from the contract or demand a reduction in price, at its discretion.
9.3 Warranty claims due to defects in the goods shall become time-barred twelve (12) months after delivery of the goods to the Client (EXW).
9.4 The liability of the Contractor, its legal representatives or vicarious agents shall be limited to intent and gross negligence, unless there is a breach of material contractual obligations. This shall not apply to claims for damages by the Client in the event of injury to life, limb or health or to mandatory claims under the German Product Liability Act and the German Medicines Act. Otherwise, liability for financial losses shall be limited to the foreseeable damage typical of the contract.
10. FINAL PROVISIONS
10.1 The fulfillment of the contract is subject to the proviso that there are no obstacles to fulfillment due to national or international regulations, in particular export control regulations, embargoes or other sanctions. The contractual partner undertakes to provide all information and documents required for the export/transfer/import. Delays due to export inspections or approval procedures shall suspend deadlines and delivery times in this respect. If the necessary approvals are not granted, the contract shall be deemed invalid with regard to the parts concerned.
10.2 The contractual relationship is subject to the law of the Federal Republic of Germany, including the UN Convention on Contracts for the International Sale of Goods (CISG).
10.3 Customary clauses shall be interpreted in accordance with the Incoterms in the version valid at the time of conclusion of the contract.
10.4 For all disputes arising from or in connection with this contract, the contracting parties agree that the exclusive place of jurisdiction shall be the local or regional court responsible for Villingen-Schwenningen. However, the Contractor shall also be entitled to sue the Client at the place of jurisdiction of its registered office in accordance with the law applicable there.