General terms and conditions of
AGIROSSI GMBH GMBH Industrietechnik
Rossano Vincenti – Waldlaubersheim
The following General terms of conditions of Agirossi GmbH are according to the German law:
1. Scope of application
Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. They therefore also apply to all future business relations, even if they are not expressly agreed again. Our terms and conditions shall be deemed accepted at the latest upon receipt of our goods or services. Counter-confirmation by the customer with reference to his terms and conditions of business or purchase is hereby rejected. Deviating agreements require our express written consent.
2. Offers and contracts
In brochures, advertisements, price lists, circulars etc. contained offers are subject to change and without obligation. We shall be bound to specially prepared offers for 30 calendar days starting from the date of the offer. Acceptance agreements and all orders require confirmation by Agirossi, either in writing or via fax, to be legally valid. The same is true for amendments, changes or sub-agreements. Data of drawings, illustrations, dimensions, weights or other performances contained therein are only binding if explicitly stated. Agirossi reserves the rights of ownership and copyright in illustrations, drawings, calculations and other documents that were provided to purchaser. The sharing of such information with third parties must be approved by us in writing. Furthermore, it is forbidden to produce copies without our approval.
Our pricing is based on the prices valid on the day of delivery for the appropriate quantities and qualities, plus the statutory value added tax applicable on the day of delivery. Additional deliveries and services shall be calculated separately. Fixed prices require specific written confirmation. Should between closing the contract and delivery or while performing the services the in EUR converted price change of our suppliers or of our production costs, transport costs, public charges, wages etc. , directly or indirectly affected, we may also, in the case of fixed price agreements, change our prices accordingly. The prices are quoted, unless otherwise agreed, ex works without packaging costs, exclusively taking back and the costs for disposing of packing materials.
The delivery times mentioned in the order confirmations are valid when they were written confirmed. The period for delivery will be tolled during any periods of force majeure, operational or transportation disruptions, strikes, lockouts, difficulties in procuring materials, shortage of personnel, regulatory requirements etc, also when it happen at our supplier or sub-supplier. If the hindrance takes longer than 3 months the purchaser is entitled to withdraw after an appropriate term from that part of the contract which has not been fulfilled. Compliance with the delivery period stated by us presupposes that the timely and proper obligations of the purchaser are fulfilled. We also reserve the defense of non-performance of the contract.
5. Transport and passing of risk
The risk of accidental loss and accidental impairment of the goods passes, with the dispatch of the goods or of the extradition to the shipping agent, over to the purchaser, regardless of whether the shipment is the place of performance or who bears the freight charges. If we await a special transport instruction from the purchaser, the risk goes the purchaser with the readiness of dispatch. We recommend our customers to provide transport insurance.
6. Reservation of ownership
We reserve title to the delivered goods until full payment is made, of all under the business relationship with the purchaser made and still claims arising, for whatever legal reason. The adjustment of individual claims of current invoice as well as the account balancing and its recognition does not affect the proprietary rights. The purchaser is entitled to process the reserved goods to the ordinary business course and to sell the subject to retention of title as long as he is not in default. Pledges or security assignments are illegitimate.
In the case of distraints or other actions by third parties, the purchaser has to inform us about thereof immediately in writing so that we can rise action under §771 ZPO. If the pledgee is not able to reimburse us for the judicial and extrajudicial costs of an action under §771 ZPO, the purchaser is liable for the costs incurred by us.
The claims arising from the resale or any other legal reason (insurance, tort) with regard to the goods subject to retention of title (including balance claims from current account) shall be assigned to us in full by the purchaser here and now by way of security. In the event of access by third parties to the goods subject to retention of title, the customer shall draw attention to our ownership and notify us immediately. Costs and damages shall be borne by the customer. In the event of any breach of contract by the customer - in particular default of payment - we shall be entitled to take back the goods subject to retention of title at the customer's expense. The taking back or seizure of the reserved goods by us does not constitute a withdrawal from the contract.
7. Warranty and liability
If the delivered good is defective or it misses its guaranteed properties or if it becomes defective within the warranty period due to manufacturing or material defects, we deliver at our option under the exclusion of any other warranty claims of the purchaser replacement or repair. The purchaser has to give us the opportunity to remedy within a reasonable time.
For third party products, our guarantee is limited to the cession of us against the supplier of the third party products required claims. We sell used merchandise under the exclusion for warranties, which means that the purchaser has not the right to reclaim the paid purchase price in whole or in part and / or to demand further compensation. The defective delivered goods are in the state in which they reside at the time of occurrence of the shortage, have to be ready to visit for us.
Any breach of this obligation shall exclude any warranty claims against us. In particular, the customer is not entitled to carry out repairs to the delivery items himself without our prior consent. If we agree to such a repair by the customer in individual cases, we shall inform the customer at the same time in writing or by telex of the amount of the lump-sum repair costs we will assume. Further claims are excluded. The warranty period for hydraulic cylinders is 12 months, 6 months if the delivery item is used in 2-shift operation, 3 months if used in 3-shift operation.
For other product groups, the warranty period shall be 12 months, and 6 months if the delivery item is used in multi-shift operation. If necessary, the customer shall be obliged to prove that he has not used the delivery item in multi-shift operation. The warranty period begins with the transfer of risk. However, it ends at the latest 12 months after the transfer of risk, unless longer periods are prescribed by law. Liability for normal wear and tear is excluded. No warranty shall be assumed for damage resulting from one of the following causes: improper or inappropriate use, faulty assembly or commissioning by the Purchaser or third parties, natural wear and tear, faulty or improper handling - in particular due to excessive stress - or unsuitable operating materials.
If subsequent performance or replacement delivery becomes culpably impossible for us, or if the customer has set us a reasonable grace period for subsequent performance or new delivery in vain in the event of default, the customer shall be entitled to withdraw from the contract. We shall only be liable for subsequent performance work carried out or replacement deliveries made until the expiry of the warranty period of the original delivery. We shall not be obliged to carry out subsequent performance or to make a new delivery as long as the customer does not fulfil his contractual obligations. Claims for damages arising from impossibility of performance, from positive breach of contract, from culpa in contrahendo and from tort as well as claims for compensation for consequential damages in the event of defects in warranted characteristics are excluded both against us and against our vicarious agents unless we or they have caused the damage by gross negligence or wilful misconduct.
Our invoices are payable within 14 days from the invoice date excluding deduction or within 10 days from the invoice date after deduction of a 2% discount, so far as it concerns to delivery of goods. Service or other services are payable immediately without deduction. The purchaser is not entitled for a discount as long as older invoices are open. We are entitled, notwithstanding any other provisions of the purchaser, to offset on previous debt. If costs and interest have already been incurred, we shall be entitled to offset the payment first against the costs, then the interest and finally against the main power. A payment shall be considered when we dispose the amount.
The acceptance of checks and the exchange occurs only as conditional payment. The handing in of exchange shall in each case our prior consent, which we reserve to base special exchange bonds. This also applies if the purchaser provides us with a check as partial or full available coverage of the exchange amount makes available. The purchaser has to bear the rebates and bill charges and shall pay them immediately. If the purchaser defaults on payment, we shall be entitled to claim default interest. The default interest rate for the year amounts to 8% above the base rate of the European Central Bank. If the purchaser does not comply with the payment obligations, in particular he not redeem a check or exchange or he stops his payments, or if we become aware of other circumstances, which put in question about his credit status, we are entitled to make the entire remaining debt, even if exchange or checks were taken. In this case, we are entitled additionally to demand prepayment or security services, as well as after a reasonable period of grace to withdraw from the contract or to claim damages for non-performance.
The purchaser is entitled to offset, withholding or reduction, even if complaints or counterclaims are valid only if we have expressly agreed, or if the counterclaims have been legally established or are undisputed.
9. Repurchase of our goods
We are willing to repurchase the delivered goods in exceptional cases. However, this requires an explicit written agreement for each individual case. The purchaser therefore is not entitled to redeliver the goods to us without this written agreement. In fixing of the repurchase price we take under consideration the costs incurred by us for handling and verification, as well as the condition of the returned goods, a discount from the original invoice value. The amount of discount will be set separately for each individual case.
Company and people related data of our customers are stored on computer and processed to meet today’s demands.
11. property rightswarnings
When third parties assert against the purchaser in terms of the delivery item and in terms of the infringement of industrial property rights, so the purchaser is commits to inform Agirossi immediately.
12. Severability clause
If any provision in these terms and conditions or any provision of other agreements be or become invalid, this shall not affect the validity of any other provisions or agreements. Instead of the invalid agreements or provisions enter into force as from legal regulations.
13. Applicable law
Exclusively, for these terms and conditions and the whole law relationships the substantive law of the German federal republic applies.
14. Place of performance and jurisdiction
The place of performance for all obligations that arise out of a contractual or non-contractual delivery business is Bad Kreuznach. Jurisdiction for any disputes that arise from business transactions and thus related legal relationships – even in enforcement procedure, in document process and in particular change and check process – is Bad Kreuznach, unless another place of performance and jurisdiction is given due to mandatory statutory provisions.
Amended September 2010