General Terms and Conditions of Noblelift Europe GmbH
Our General Terms and Conditions apply to all Contracts of Sale and / or delivery of goods, Noblelift Europe GmbH (NL) with their customers (buyers) inside and outside Germany, unless otherwise agreed. NL confirms that their business relationship with companies and contracts are concluded exclusively with them. Deviating or supplementary conditions of the buyer are valid only with explicit written confirmation by Noblelift Europe GmbH.
2. Offers, Contract
2.1 The offers of NL are non-binding and errors excepted; In particular, the prior sale remains reserved.
2.2 The order of the goods by the buyer is considered a binding contract offer. Unless otherwise stated in the order, NL is entitled to accept this contract offer within 14 days of its receipt by NL. The acceptance may be declared either in writing (for example by order confirmation) or by delivery of the goods to the buyer. In case of doubt, the written order confirmation from NL shall be decisive for the conclusion of the contract.
2.3 If the buyer himself specifies NL article references in his order, NL assumes that this correspondence with the required articles and is not obliged to verify the information provided by the buyer.
2.4 Separate agreements and changes to orders require written approval by NL and orders cannot be cancelled or amended once ordered with our Factory.
3. Prices and payment
3.1 All prices quoted by NL are net in Euros or Dollars – ex warehouse NL (Kaltenkirchen/Neutraubling, Germany) including packaging in the warehouse. VAT is not included in the prices. It will be shown separately in the invoices. Deliveries outside the EU may incur additional duties, fees and other public charges. In the case of deliveries / services within the European Union, the purchaser must provide his full VAT identification number before proof of the exemption from VAT before the agreed delivery date / service date. If, during an export, NL does not receive proof of export of the goods within one month of the date of shipment, NL shall be entitled to demand from the Buyer VAT and any other costs resulting thereon.
3.2The terms of payment generally apply according to the information in the order confirmation. If no provision is made in the order confirmation or a special agreement, the payment must be made in full within 30 days of receipt of the invoice without deductions. In the absence of a special agreement, the payment must be made free of charge to the paying agent of the seller.
3.3 After the above 30 day payment terms the buyer is in default. If the buyer is in arrears with a payment, then NL may demand from the day of the due date interest on arrears in the amount of 8 percentage points above the respective base interest rate in the sense of § 247 BGB? NL reserves the right to assert further charges caused by this default.
3.4 The Buyer is only entitled to withhold payments or offset against counterclaims insofar as its counterclaims are undisputed or have been legally established. In the case of defects of delivery, section 7 of these conditions applies.
3.5 If payment in installments has been agreed and the purchaser falls behind in full or in part with two consecutive installments, the entire balance will be due immediately.
4. Delivery time, default
4.1 The observance of the delivery time is subject to the correct and timely delivery from our Factory. NL will announce any delays as soon as possible; if the delayed delivery is not in a timely manner NL agrees to repay the money already paid and cancel the order.
4.2 Delivery periods as agreed only approximately. The delivery deadline is met if the delivery item has left our warehouse within the quoted lead time.
4.3 The delivery period is extended or the delivery date shifts appropriately in the event of industrial disputes, in particular strikes and lockouts as well as the occurrence of unavoidable obstacles (force majeure). This also applies if these circumstances occur with subcontractors.
4.4 If NL is in default and the buyer proves a proven damage from this, the buyer is entitled to demand a lump-sum compensation for delay. This is 0.5% for each full week of delay. H., in the whole but at most 5 v.H. the net amount of that part of the total delivery that can not be used on time or according to the contract as a result of the delay. NL reserves the right to prove that the purchaser has incurred damages other than the above lump sum.
4.5 Further claims due to default in delivery shall be determined exclusively in accordance with Section 8 of these Terms and Conditions.
5. Delivery, transfer of risk
5.1 The agreed delivery clauses are to be interpreted according to the INCOTERMS valid at the time of the conclusion of the contract. Unless otherwise agreed, the delivery will be ex warehouse Noblelift Europe GmbH (EXW), Kaltenkirchen, Germany.
5.2 The risk of accidental loss and accidental deterioration shall be transferred to the buyer in the case of a delivery EXW with the notification of readiness for shipment by NL to the buyer, if the buyer immediately notices his lack of acceptance. In all other cases, the risk is transferred if the delivery item has been handed over to the freight forwarder or to the buyer, but no later than when the item has left the warehouse.
5.3 Partial deliveries and partial calculations are permitted.
6. Retention of title
6.1 NL reserves ownership of the delivery item until all claims of NL against the buyer from the business relationship have been settled. Insofar as the validity of the retention of title in the country of destination is subject to special conditions or special formalities, the buyer is obliged to ensure that they are fulfilled.
6.2 The Buyer may neither pledge the goods nor transfer them as security to third parties. In the event of seizure, seizure and other dispositions by third parties or the submission of an application for insolvency proceedings concerning the assets of the buyer, the buyer must notify NL without delay.
6.3 The buyer may not install or otherwise process or otherwise process the delivery item until payment of the purchase price; he may only resell it subject to retention of title, whereby the retention of title also applies to products in which supplies or services have been processed, mixed or linked by NL. If any ownership, mixing or association with third party goods is reserved, then NL acquires co-ownership in proportion to the invoice value of the processed, mixed or associated goods. The buyer hereby assigns to NL all claims arising from the resale of the aforementioned products. NL accepts the assignment.
6.4 In the event of breach of contract by the Buyer, in particular in the event of default in payment, NL shall be entitled to withdraw from the contract following a reminder and the Buyer is obliged to return the delivered goods.
6.5 The application for the opening of insolvency proceedings over the property of the buyer entitles NL to withdraw from the contract and to demand the immediate return of the delivery item.
7.1 For the buyer’s rights in case of material defects and defects of title (including wrongful and minor delivery as well as improper installation or faulty assembly instructions), the statutory provisions apply, unless otherwise stated below. In all cases, the statutory special provisions remain on final delivery of the goods to a consumer (supplier recourse in accordance with §§ 478, 479 BGB).
7.2 The claims of the buyer for defects presuppose that he has complied with his statutory inspection and complaint obligations (§§ 377, 381 HGB). If there is a defect during the delivery, the examination or at any later time, NL shall be notified immediately in writing. In any case, obvious defects are to be reported in writing immediately upon delivery and any defects that are not apparent during the investigation within the same period of time from discovery. If a buyer fails to properly inspect and / or report a defect, NL’s liability for the defect that is not or is not promptly or improperly notified is excluded under statutory provisions.
7.3 The warranty period is 12 months from delivery. If the delivered goods are defective, NL can first of all choose whether NL will perform supplementary performance by rectifying the defect (rectification) or by delivering a defect-free product (replacement). The right of NL to refuse supplementary performance under statutory conditions remains unaffected.
7.4 NL is entitled to make the subsequent performance owed dependent on the buyer paying the due purchase price. The buyer is, however, entitled to retain a portion of the purchase price which is reasonable in relation to the defect.
7.5 There is no guarantee for damages that have arisen for the following reasons:
Improper or improper use, faulty assembly by the buyer or a third party, natural wear and tear, faulty or negligent handling, unsuitable operating materials, defective materials provided by the buyer.
7.6 If the complaint proves to be justified in a review, NL shall bear the costs of the replacement part directly from the repair or replacement delivery. NL is not obliged to remove and install the part.
7.7 If the buyer or a third party improperly improperly, there is no liability of NL for the resulting consequences. The same applies to changes to the delivery item that are made without NL’s prior consent.
7.8 If the rectification fails and NL has let a reasonable grace period granted to it for the repair or replacement of a fault for which it is responsible be let slip fruitlessly through its fault,
a) Thus, the buyer may demand a reduction of the purchase price corresponding to the reduced value of the delivery item, or
b) if the defect is so fundamental that the buyer loses his interest in the contract in whole or in part, the buyer can withdraw from the contract after written notification with denial threat to NL with respect to that part of the delivery item, which can not be used as intended.
7.9 The buyer is obliged to keep replaced parts for at least 3 months and to keep them at the disposal of NL.
7.10 The warranty is finally settled in sections 7 and 8 of these General Terms and Conditions. Further claims from warranty are expressly excluded.
8. General limitations of liability
8.1 The Buyer is only entitled to claims for damages or reimbursement of wasted expenditure expressly against NL in these General Terms and Conditions. Additional claims are excluded. This applies in particular to damages which did not occur on the delivery item itself, ie indirect and consequential damages such as loss of production, reduction of production and lost profit.
8.2 This disclaimer of liability does not apply in the case of intent or gross negligence on the part of the owner (s) or executives, as well as culpable infringement
of life, body, health. It also does not apply to defects that NL has fraudulently concealed or whose absence NL has guaranteed, as well as to defects in the delivery item, insofar as personal property or property damage to privately used objects is liable under the applicable Product Liability Act.
8.3 In the event of culpable breach of essential contractual obligations, NL is also liable for gross negligence of non-executive employees and for slight negligence, in the latter case limited to the typical, reasonably foreseeable damage.
9. Disputes, Applicable Law, Miscellaneous
9.1 Jurisdiction for all – even international – disputes are dealt with under German Law in Regensburg.
9.2 For these terms and conditions and the contractual relationship between NL and the buyer, the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Sales Convention (CISG).
9.3 All claims of the buyer against NL – for whatever legal reasons – expire after 12 months from the date of the claim. For damage claims according to numbers 8.2 and 8.3, however, contrary to the above, the statutory periods apply.
9.4 In the case of ineffectiveness of a contract, the remaining provisions shall not be valid. The parties are obliged to replace the invalid provision with an effective provision that comes closest to what the parties would have agreed if they had been aware of the ineffectiveness of the provision to be replaced upon conclusion of this contract. In the case of original or subsequent loopholes, the provision which would have been agreed in sense and purpose, if the parties had considered the point at the time of the conclusion of the contract, is deemed agreed.