General Terms and Conditions (GTC)
Neugart GmbH & Co. KG
§ 1 Validity of the terms and conditions
- The deliveries, services and offers of the Seller shall be made exclusively on the basis of these Terms and Conditions. They shall also apply to all future business relations, even if no express reference is made to them.
- the buyer's terms and conditions of business and purchase shall not apply unless they are expressly accepted by Neugart GmbH & Co. KG.
§ 2 Conclusion
- our offers are subject to confirmation and are not binding.
- orders shall only become binding upon our order confirmation.
§ 3 Prices
- our prices are ex works, excluding freight, customs, import duties, packaging and value added tax, unless otherwise agreed.
- if the decisive cost factors change significantly after submission of the offer or after order confirmation until delivery, Neugart GmbH & Co. KG and the customer shall agree on an adjustment of the prices. 3.
- if the price depends on the ordered number of pieces, the respective graduated price shall apply.
- in case of new orders we are not bound to previous prices.
- in the case of tools or other work equipment provided, our offer prices shall apply subject to a satisfactory trial run. If these are not or insufficiently suitable, we can withdraw from the contract.
§ 4 Delivery and acceptance obligation
- Delivery dates shall be deemed to have been met if the goods are dispatched on expiry of the delivery date or notification is given that the goods are ready for dispatch.
- if delivery is not possible or substantially impeded due to force majeure or other unforeseeable events for which we are not responsible, we shall not be obliged to deliver for as long as the impediment exists. In this case, the delivery period shall be extended by the duration of the impediment.
- If the Seller fails to meet the delivery date, the Buyer shall be obliged to set a reasonable grace period. If the Seller culpably fails to deliver within the grace period set, the Buyer shall be entitled to withdraw from the contract.
- claims for damages by the buyer due to delay in delivery are excluded, unless we have caused the delay intentionally or by gross negligence.
- reasonable partial deliveries as well as reasonable deviations from the order quantities in the amount of +/-10% as well as their calculation are permissible. Partial deliveries shall be invoiced as such and shall be paid for separately.
- if the delivery date is postponed at the request of the Buyer beyond the date specified in the contract, the Seller may charge a storage fee of 0.5% of the invoice amount for each month or part thereof, but not more than 5% of the invoice amount after 10 days.
§ 5 Packaging, Shipping, Transfer of Risk
- unless otherwise agreed, Neugart GmbH & Co. KG shall decide on packaging and dispatch.
- transfer of risk to the buyer, even in the case of carriage paid deliveries, shall take place when the goods leave the warehouse. This also applies if the shipment is carried out in whole or in part by the seller's own people.
- in the event of delays in dispatch for which the purchaser is responsible, the transfer of risk shall take place upon notification of readiness for dispatch.
- transport insurance shall be taken out at the Purchaser's expense at the Purchaser's written request.
§ 6 Warranty
- claims for defects shall not exist if the defect is insignificant.
- no warranty claims shall exist in the event of natural wear and tear, incorrect or negligent handling, excessive stress or similar.
- If improper modifications or maintenance work are carried out by the Buyer or by third parties, no warranty claims shall exist for these and the resulting consequences either.
- The Seller shall be notified in writing of obvious defects without delay and of hidden defects immediately upon discovery.
- In the event of a justified notice of defect, the Seller shall be obligated, at its discretion, to remedy the defect or to make a subsequent delivery within a reasonable period of grace. If he does not fulfill this obligation or if a rectification repeatedly fails, the buyer can reduce the purchase price or withdraw from the contract.
- A defect affecting only a minor part of the performance owed shall not entitle the Buyer to withdraw from the entire contract.
- If the Seller makes a subsequent delivery, the Buyer shall be obliged to surrender the defective item.
- warranty claims expire 12 months after the transfer of risk.
- claims for damages are governed by § 7. further or other than in this paragraph and in § 7 regulated claims of the buyer because of a material defect are excluded.
§ 7 Damages / Limitation of Liability
- Neugart GmbH & Co. KG shall only be liable in the event of intent, gross negligence, injury to life, body and health as well as claims arising from the Product Liability Act or the provision of a quality guarantee.
Furthermore, in case of culpable violation of essential contractual obligations, the liability is limited to the foreseeable, contract-typical damage.
- Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees and vicarious agents.
§ 8 Payment
- all payments must be made in € (EURO) and in full to Neugart GmbH & Co. KG by bank transfer to one of our accounts indicated on the invoice. Any costs incurred as a result of the bank transfer shall be borne by the purchaser.
- unless otherwise agreed, all invoices are payable within 30 days from the date of invoice.
- if a discount has been agreed upon, this discount can only be claimed if all previous invoices due have been paid in full. Unauthorized cash discount deductions shall be claimed subsequently.
- the purchaser may only offset or assert a right of retention if his claims are undisputed and have been established as final and absolute.
- if the purchaser does not pay within the agreed payment period, he shall be in default even without a reminder. In the event of default of payment by the Buyer, the Seller shall be entitled to charge default interest at the statutory interest rate of 8 percentage points above the respective prime rate of the ECB.
- Should circumstances arise in the person of the Buyer which make it unreasonable to adhere to the payment agreements made, any claims due to the Seller shall become due immediately. In this case Neugart GmbH & Co. KG shall be entitled to demand advance payments or additional securities for deliveries still outstanding. After unsuccessful expiration of the grace period set by the seller, the latter may withdraw from the contract.
- the seller is entitled to assign the claims arising from the business relationship with the buyer.
§ 9 Molds (Tools)
- molds, tools and devices made by us or by third parties on our behalf shall become the property of the buyer after full payment. In the event of a guaranteed minimum output quantity, the Seller shall remain the indirect owner. The seller must mark the molds as third-party property and insure them at the buyer's request and expense. Unless otherwise agreed, they shall be used exclusively for orders placed by the Purchaser.
- the costs of manufacture, sampling and testing shall be borne by the purchaser.
- the liability regarding the care for storage and maintenance is limited to the care as in own affairs.
- unless otherwise agreed, the purchaser shall bear the costs of maintenance and insurance.
§ 10 Provision of Materials
- if material is provided by the purchaser, it must be delivered on time and in perfect condition at the purchaser's expense and risk with a reasonable quantity surcharge of at least 5%. if these conditions are not met, the purchaser shall bear the costs of the material.
- In the event of non-fulfillment of these conditions, the delivery time shall be extended accordingly. Except in cases of force majeure, the Purchaser shall bear the additional costs incurred, also for interruptions in production.
§ 11 Industrial property rights
- if Neugart GmbH & Co. KG has to deliver according to drawings, samples, models or using parts provided by the purchaser, the purchaser shall be responsible for ensuring that no industrial property rights of third parties are infringed thereby.
- the customer shall indemnify Neugart GmbH & Co. KG from all claims of third parties and to pay compensation for the damage incurred.
- if the claim is not obviously unfounded, Neugart GmbH & Co. KG shall be entitled to suspend production and delivery until the purchaser has successfully indemnified the supplier.
- should the delay make it unreasonable for Neugart GmbH & Co. KG is unreasonable, it shall be entitled to withdraw from the contract.
- drawings, samples, models and provided parts of the purchaser, which did not lead to an order, will be returned on request. Should no order for return be received 3 months after submission of our offer, we shall be entitled to destroy them. This obligation applies accordingly to the orderer. The contracting party of the party entitled to destroy must be informed of the intention to destroy in good time.
- if an order has been placed, we shall retain all drawings, samples, models and parts provided for 2 years after delivery of the last order. After this period, we shall be entitled to destroy them. We may release ourselves from our obligation to store them at any time by returning them.
§ 12 Retention of title
- Neugart GmbH & CO. KG shall retain title to the delivered goods until full payment of all claims to which it is entitled and which may still arise from the current business relationship, irrespective of the legal grounds.
- the customer may not assign or pledge the goods subject to retention of title (reserved goods) by way of security.
- if our goods are sold, installed, processed or otherwise used in any way, the purchaser hereby assigns the resulting claim by way of security in the amount of the invoice amount to Neugart GmbH & Co. KG by way of security.
- the buyer is obliged to handle the reserved goods with care and to insure them sufficiently against the usual risks.
- the seller authorizes the buyer to collect the claim assigned to the seller in his own name on the seller's account. The direct debit authorization can be revoked if the Buyer does not properly meet his payment obligations.
- the buyer is obliged to inform us immediately of any seizures by third parties, in particular seizures as well as damages or the destruction of the goods and to immediately initiate all measures to secure the claims and rights of the seller.
- In the event of any breach of contract by the Buyer, in particular default of payment, the Seller shall be entitled to notify the debtor of the assignment of the aforementioned claims, to withdraw from the contract and to demand surrender of the reserved goods.
- if the value of the securities exceeds that of the claims by more than 20% on a sustained basis, the seller shall release these securities in part at the buyer's request.
§ 13 Data protection
- within the scope of the business relation the personal data of the buyer which become known directly or by third parties are stored in an automatic file and processed for the business transaction (reference according to the federal data protection act).
- the buyer agrees to the processing of this data by the seller.
§ 14 Place of performance and jurisdiction
- place of performance is 78554 Aldingen.
- German law shall apply exclusively to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
- The place of jurisdiction shall be the Local Court of Spaichingen or the Regional Court of Rottweil, depending on the jurisdiction.
§ 15 Final Provisions
Should individual provisions be or become invalid, this shall not affect the remaining provisions.