GTC – Conditions of Sale
General Conditions of Sale of theGfE companies
The delivery and payment conditions of GfE, which the customer agrees to when placing the order, shall apply exclusively, including for future business transactions, even if they are not expressly referenced as long as the customer has received them with an order confirmed by GfE. If the order is placed in deviation from GfE's terms of delivery and payment, only GfE's terms of delivery and payment shall apply, even if GfE does not object. Deviations shall therefore only apply if they have been expressly acknowledged in writing by GfE.
Offers are subject to confirmation. Delivery contracts are concluded when GfE confirms the order and/or fulfils it by delivering the goods.
3. Transfer of Risk
The provisions of the agreed upon terms of delivery in accordance with the specified Incoterms shall apply.
4. Terms of Delivery
4.1. Delivery dates are not binding unless they are agreed upon in writing within the framework of a fixed-date transaction with express reference to this. Delivery time commitments begin with the date of the order confirmation.
4.2. Partial deliveries are permissible.
4.3. In cases of force majeure or other unforeseeable obstacles that cannot be overcome by reasonable expenditure and for which GfE is not responsible (e.g., disruption of operations, shortage of raw materials, strikes, etc.), the delivery periods shall be extended appropriately.
5.1. Unless otherwise agreed, payments shall be made in due time and without deduction.
5.2. In case of default of payment, GfE is entitled to charge default interest in the amount of 8% above the applicable base interest rate according to § 247 BGB (German Civil Code). As far as a higher damage caused by delay can be proven, GfE is entitled to assert this.
5.3. Bills of exchange and checks shall only be accepted as payment subject to approval and shall not be deemed paid until they have been honored in cash.
5.4. The customer is only entitled to set-off or retention rights if his counterclaims are legally established, undisputed, or acknowledged by GfE.
5.5. If the customer is in arrears with payment obligations towards GfE, all existing receivables become due immediately.
5.6. GfE is entitled to transfer the claims from the business transactions with the customer.
6. Title Retention
6.1. GfE reserves the ownership of the delivered goods until the complete payment of all receivables from the current business transactions with the customer.
6.2. The customer is only entitled to resell, pledge, transfer by way of security, rent, or transfer the reserved goods abroad with the prior written consent of GfE. If the resale to third parties is part of the customer's normal business operations, an exception may be made and the customer may resell the delivered goods in the ordinary course of business.
6.3. Already at this point, the customer assigns to GfE all claims and recourses to which the customer is entitled with regard to the reserved goods in the amount of the invoice value of the reserved goods. GfE accepts the assignment. The customer is authorized to collect as long as the customer duly meets their payment obligations and does not default on payment.
6.4. The treatment and processing of the reserved goods by the customer takes place in the name and on behalf of GfE. If the goods are processed with items not belonging to GfE, GfE acquires co-ownership of the new object in the ratio of the value of the goods delivered by GfE to the other processed objects. The same shall apply if the goods are mixed with other items not belonging to GfE.
6.5. In the event third parties access the reserved goods or the processed new item, the customer must immediately notify them of the ownership of GfE. If the customer’s actions are in default of the contract, in particular in case of default of payment, GfE is entitled to withdraw from the contract, to collect the reserved goods, and to enter the place of storage or use of the goods for this purpose even without setting a reasonable deadline for performance. The customer waives their rights to which they would be entitled from unlawful interference with the possession of another and allows GfE access to the rooms in which the reserved goods are located.
6.6. Receivables assigned to GfE may be collected directly from the third party by GfE. The receivables collected shall be offset against the purchase price minus the costs and interest GfE incurred. The customer shall receive any surplus.
7.1. The information contained in catalogues, leaflets, newsletters, advertisements, illustrations, and comparable public promotions regarding performance, dimensions, weights, prices and the like are non-binding unless they expressly become part of the contract.
7.2. GfE assumes liability for defects of the goods (pursuant to § 434 BGB). All goods showing a material defect within the limitation period are to be repaired free of charge, to be delivered again, or to be provided again on discretion of GfE. GfE is entitled to repeated attempts at rectification, as far as this is reasonable for the customer. Claims for material defects shall become statute-barred 12 months after delivery.
7.3. The obligation arising from the liability for material defects expires if the customer modifies or incorrectly handles the goods or does not use them according to the specifications.
7.4. Claims for damages on the part of the customer, irrespective of the legal basis, in particular due to breach of duties arising from the contractual obligation and from tort, are excluded, unless liability is mandatory under the Product Liability Act or in cases of intent, gross negligence, injury to life, body or health, or breach of fundamental contractual obligations.
7.5. The liability of GfE is limited to the amount of the purchase price, unless there is intent or gross negligence or liability due to injury to life, limb, or health.
7.6. If the supplementary performance pursuant to 7.2. fails, the customer can demand a reduction of the purchase price or rescission of the contract instead of performance at the customer's discretion. In the event of a minor breach of contract, in particular in the event of minor defects, the customer shall not be entitled to withdraw from the contract.
7.7. As far as the goods delivered by GfE are materials that are physically, chemically, or technologically modified by the customer, their use as construction and/or structural material is only permitted after prior written consent of GfE.
7.8. GfE provides consultation to the best of its knowledge, but to the exclusion of any liability. Details and information on suitability and application or use of the subject matter of the contract shall be non-binding, unless they expressly become subject matter of the contract as agreed pursuant to 7.1. They do not exempt the customer from performing their own tests.
7.9. GfE conducts research and development services with due diligence and on the basis of the most recent standards of science and technology known to us. No warranty is given. In particular, there is no guarantee that the results of the research and development contract are commercially exploitable and free of third-party industrial property rights.
8. Examination and Notice of Non-Conformity
8.1. The customer must inspect the goods immediately after delivery, insofar as this is feasible in the ordinary course of business. If a defect becomes apparent, it must be reported to GfE immediately. The notice period is 14 days. The notice period shall be considered met if GfE receives a written notice of defect within those 14 days. If the defect for which GfE is responsible is discovered later, the written notification must be made immediately after discovery of the defect.
8.2. GfE's liability for material defects does not apply if the customer does not comply with the obligations described in section 8.1.
8.3. The goods reported as defective shall be returned to GfE in original or equivalent proper packaging at a reasonable shipping price.
9. Property Rights
9.1. If GfE has delivered according to specifications, drawings, models, samples, or by using parts provided by the customer, the customer is responsible for ensuring that no industrial property rights of third parties are infringed. The customer shall indemnify GfE from all third party claims and pay compensation for the damage incurred. Costs incurred by GfE up to that point shall be borne by the customer. If GfE is enjoined from production or delivery by a third party invoking a property right belonging to that third party, GfE is entitled to stop the work without verifying the legal situation. The customer shall bear the costs of any legal disputes.
9.2. GfE is entitled to the copyrights and industrial property rights to the models, forms, devices, drafts, and drawings designed by GfE or a third party on behalf of GfE, even if the customer has assumed the costs for those design works.
10. Law and Jurisdiction
The supply contract concluded between GfE and the customer is subject to German law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) and EC law is excluded.
Place of jurisdiction for both parties is at the business location of GfE.
If individual provisions of these terms and conditions are or become invalid, the validity of the remaining provisions shall remain unaffected.
Version: December 2013/Copyright GfE