Captix Terms and Conditions
GENERAL TERMS AND CONDITIONS
GMS - Geräte, Machinen, Systeme - Handelsgesellschaft mbH
- product unit Captix -
Kreuzweg 60
47809 Krefeld
Validity of conditions (table fire, decoration, stainless steel bowls and other products)
The deliveries, services and offers of the supplier are exclusively subject to our terms and conditions. We do not recognise any terms and conditions of the customer that are contrary to or deviate from our terms and conditions unless we have expressly agreed to their validity in writing.
Our terms and conditions of business shall also apply if we accept the customer's order without reservation in the knowledge that the customer's terms and conditions contradict or deviate from our terms and conditions of business.
They shall therefore also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services.
Counter-confirmations of the customer with reference to his terms and conditions of business or purchase are hereby contradicted. Deviations from these terms and conditions are only effective if the supplier confirms them in writing.
Offers and assurances:
The supplier's offers are subject to change and non-binding. Assurances of the supplier are only effective if they are made in writing.
Prices:
Unless otherwise stated, the Supplier shall be bound by the prices contained in its offers for 30 days from the date of the offer. The prices stated in the Supplier's order confirmation plus the respective statutory value-added tax are decisive. Additional deliveries and services will be charged separately. Unless otherwise agreed, prices are ex works.
Unless expressly agreed otherwise, the goods are insured by the supplier. The prices are based on the wages, salaries, material and energy costs valid today. Should there be any changes in this respect or should the conditions on which the calculation was based change, we reserve the right to make appropriate price corrections.
Delivery and performance time:
The dates and periods stated by the supplier are not binding, unless otherwise expressly agreed in writing. The Supplier shall not be responsible for delays in delivery and performance due to force majeure and due to events which make delivery by the Supplier considerably more difficult or impossible; this also includes subsequently occurring difficulties in procuring materials, operational disruptions, strikes, lockouts, lack of personnel, lack of means of transport, official orders, etc. - even if they occur at the Supplier's suppliers or their sub-suppliers -' even in the case of bindingly agreed periods and deadlines. They entitle the supplier to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
If the hindrance lasts longer than 3 months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the supplier is responsible for the non-observance of bindingly promised periods and deadlines or is in default, the customer shall be entitled to compensation for default in the amount of 0.5% for each completed week of the default, but in total not exceeding 5% of the invoice value of the deliveries and services affected by the default. Any further claims, especially claims for damages of any kind, are excluded. The supplier is entitled to make partial deliveries and provide partial services at any time.
Delivery:
Delivery periods begin after final clarification of placed orders, i.e. after receipt of all documents (drawings etc.) required for order processing. Partial deliveries are permissible. The supplier reserves the right to deliver up to 10% below or above the quantities ordered.
The agreed delivery dates will be met as far as possible. Claims for damages by the customer due to delayed delivery, even after the expiry of a grace period that may have been granted to us, are excluded.
In the event of unforeseeable force majeure or other extraordinary events beyond our control, which make delivery impossible or significantly more difficult, we may restrict or stop delivery for the duration of the hindrance and a reasonable restart time or withdraw from the contract without the customer being entitled to any claims for damages.
Risk assumption:
The risk shall pass to the customer as soon as the goods have been handed over to the person carrying out the transport or have left the supplier's warehouse for the purpose of shipment. If dispatch becomes impossible through no fault of the supplier, the risk shall pass to the customer upon notification of readiness for dispatch.
Warranty:
Complaints regarding quantity and quality as well as regarding the lack of warranted characteristics must be made immediately, at the latest within 4 weeks of delivery. In any case, notifications of defects must be made before the start of assembly, further processing or transfer to third parties. Otherwise the supplier shall not be liable in any other way. All notices of defects must be made in writing. Defects that cannot be discovered within 4 weeks of delivery, even with careful inspection, must be reported to the supplier in writing immediately after discovery. If the customer makes changes to the products, replaces parts or attempts to repair the products himself, the supplier shall not be liable for any defects. If a justified complaint is made in writing and in due time, the Supplier shall be liable for defects in the delivery, including the lack of warranted characteristics, unless the Purchaser has arranged for modifications and repair work to be carried out on his own authority, to the exclusion of further claims as follows. All those parts are to be repaired or replaced free of charge at the discretion of the supplier which within 6 months, calculated from the date of delivery, demonstrably become unusable or whose usability has been considerably impaired as a result of a circumstance which occurred before the transfer of risk and which is attributable to the supplier's area of risk. Compensation for consequential damages, transport and travel costs by the supplier is excluded. Compensation for damage caused by negligence, unqualified handling, excessive use or natural wear and tear is also excluded. If timely notices of defects are not acknowledged, the warranty claims shall become statute-barred 6 months after delivery. Warranty claims against the supplier are only available to the direct purchaser and are not transferable. Neither unjustified nor justified notices of defects shall entitle the customer to withhold payments. If defects in the delivery are due to the fact that the supplier's suppliers have caused them, the supplier is only obliged to assign his claims against the supplier to the purchaser. Only in the event that the assigned claims against the supplier are not enforceable, the purchaser may assert the claims under b against the supplier. The preceding paragraphs contain the final warranty for the products and exclude other warranty claims of any kind.
Retention of title:
The goods remain the property of the supplier until all claims arising from the business relationship have been settled in full.
Payment:
Unless otherwise agreed, invoices of the supplier are payable within 14 days of the invoice date with 2% discount. A payment shall only be deemed to have been made when the supplier can dispose of the amount; in the case of cheques, payment shall only be deemed to have been made when the cheque is cashed. If the customer is in default of payment, the supplier is entitled to charge interest from the date in question at the interest rate charged by the commercial banks for open overdrafts, but at least 5% above the respective Bundesbank discount rate plus the statutory VAT.
If the customer does not meet his payment obligations, in particular if he does not honour a cheque or suspends payments, or if the supplier becomes aware of other circumstances ' which cast doubt on the customer's creditworthiness ', the supplier is entitled to make the entire remaining debt due for payment, even if he has accepted cheques. In this case, the supplier is also entitled to demand advance payments or security. Even if notices of defects or counterclaims are asserted, the customer shall only be entitled to offset, withhold or reduce payment if the supplier has expressly agreed to this in writing or if the counterclaims have been legally established.
Withdrawal:
If the customer withdraws from the contract - without being entitled to do so - or if he unjustifiably demands its cancellation, we have the choice of insisting on the fulfilment of the contract or agreeing to the cancellation of the contract; in the latter case, the customer is obliged to pay lump-sum damages in the amount of 15% of the gross invoice amount or the damage actually incurred, at our discretion.
Patents:
If the Supplier manufactures products according to the Purchaser's specifications, the Purchaser shall be liable to the Supplier for the non-existence of third party property rights and shall indemnify the Supplier against any claims of third parties for property right infringements of any kind. The customer shall respect the supplier's property rights and treat them confidentially.
Damages:
Claims for damages arising from impossibility of delivery, positive breach of contract, culpa in contrahendo and tort are excluded both against the supplier and against his vicarious agents and assistants, unless there is intent or gross negligence, which the customer must prove. In any case, a claim for damages is limited to the order value of the delivered goods.
Transferability of the contract:
The customer may only transfer his contractual rights to third parties with the written consent of the supplier.
Applicable law, place of jurisdiction, partial invalidity, clarification:
These terms and conditions of business and the entire legal relationship between the Supplier and the Purchaser shall be governed exclusively by the law of the Federal Republic of Germany under exclusion of conflict of laws. We also reserve the right to assert our claims at any other permissible place of jurisdiction. Unless otherwise stated in the order, our place of business is the place of performance.