Imprint & General Terms and Conditions
Cleveland Lineartechnik GmbH
Phone: +49 7654 801-0
Fax: +49 7654 801-10
AG Freiburg i.Br.
VAT id no.
Copyright © 2012 by Cleveland Lineartechnik GmbH. All rights reserved. The Cleveland website reflects a status liable to change. Although every care has been taken in compiling the content, no liability is accepted in respect of topicality, accuracy or completeness.
Konzeption, Gestaltung und Umsetzung
WAS WerbeAgentur | Full-Service für MarketingKommunikation
Cleveland Lineartechnik GmbH
1. Our General Conditions of Sale and Supply apply exclusively. We do not recognize any of Purchaser’s terms contrary or different to our General Conditions of Sale and Supply unless we expressly agree to their application in writing. Our General Conditions of Sale and Supply also apply if we execute the delivery to Purchaser unconditionally, in spite of our knowledge of Purchaser’s conditions contrary or in variance to our sales conditions.
2. All agreemen ts made between us and Purchaser for the purpose of fulfilling this agreement must be recorded in writing in the contract.
3. Our General Conditions of Sale and Supply also apply to all future business conducted with Purchaser.
II. Quotations and Orders
1. Our quotations are not binding and without obligation unless otherwise stipulated in the quotation. Documents that are part of the quotation, such as drawings, illustrations, dimensions and weights are approximate, unless otherwise specified. We reserve ownership and copyright on calculations, drawings, and other documents; these may not be made available to third parties.
2. Our written order confirmation shall define the scope of supply. In the case of a quotation that we submitted and that was accepted within the specified time by Purchaser, the scope of supply is defined by this quotation.
3. Should Purchaser require installation by Vendor, the costs for such installation will be calculated based on a separate contract. Our Conditions for Installation and Service apply with the rates for technical personnel as stipulated therein, including supplements for overtime, night work, Sunday or holiday work, as well as cost for travel, per diem, lodging, telecommunications and the transportation of tools.
III. Prices and Payment Conditions
1. Our prices are quoted in EURO ex works and do not include the cost of packing, shipping and insurance. The statutory value-added tax is not included in our prices; if applicable, it will be shown separately in the invoices at the statutory rate prevailing on the day the invoice is issued. Products sold are charged at the prices in effect on the day of delivery.
2. Should there be any change in cost factors, in particular in labour costs as a result of wage settlements , raw material costs, etc. after the conclusion of the Contract, we shall be entitled to adjust said prices correspondingly if the period between the conclusion of the Contract and the agreed delivery date should be longer than 4 (four) months and such a delivery period was agreed upon, or where delivery after such a period of time is due otherwise than to default by Vendor (no delay in delivery).
3. Invoices are payable within 30 days of invoice date. The deduction of any agreed discounts is only permissible if all financial obligations regarding earlier deliveries and services have been met.
4. Checks and bills of exchange are only accepted on account of performance. Charges for discounting and deposit are to be paid by Purchaser.
5. In the event of late payment by Purchaser, we may charge interest on payments in arrears to the amount of 4% over the current discount rate of the Deutsche Bundesbank. Purchaser has the right to furnish proof of less or no damage incurred to Vendor as a result of the delay in payment. We reserve the right to assert claims for higher actual damages than the interest mentioned above on account of the delay in payment. Purchaser is entitled to a credit claim only when his counter claim is legally established, undisputed or rec ognized by Vendor. In addition, Purchaser may only execute his right to withhold payments if his counter claim is based on the same contractual relationship.
6. We reserve the following terms of payment if the value of goods exceeds EURO 5.000,00 a down payment of 40% of the price immediately upon the Purchaser’s receipt of the order confirmation and/or the signing of the contract, 50% immediately upon having notified Purchaser of the readiness of the goods for dispatch and 10% within 30 days of the date of invoice. Otherwise the above provisions pertaining to payment conditions shall apply.
IV. Delivery terms
1. The indicated delivery times shall not be deemed binding unless binding delivery terms have been agreed. The delivery time shall be deemed to ha ve been maintained if the goods to be delivered have been dispatched within the agreed term.
2. The delivery term commences at the earliest upon clarification by both parties of all details required to perform the contract. We shall not be responsible for delays or defaults in deliveries if occasioned by Acts of God or other events beyond our reasonable control such as production disruptions, strikes, civil unrest, insurrection, decisions of public authorities, delays by sub -suppliers as well as lacking pe rmits by public authorities. This shall also apply in cases where these events occur during a delay of delivery. We are obliged to notify Purchaser immediately of such events and their termination.
3. Should we be in default of delivery due to circumstanc es within our control, damages are excluded in case of ordinary negligence.
4. If Purchaser grants us an appropriate and binding extension combined with a warning of cancellation, Purchaser may withdraw from the contract after the fruitless expiry of this extension period. Claims for compensation due to non-fulfilment are only valid if the delay is based on intent or gross negligence; in this case our liability shall be limited by the amount of the foreseeable damage; in case of unforeseeable damage our li ability shall be limited to 50% of the incurred damage.
5. The limitations of liability in Paragraph 3 and 4 do not apply if the contract is a purchase for delivery at a fixed time. The same applies if Purchaser can assert that he no longer has an interest in the fulfilment of the contract due to a delay within our control.
6. Compliance with the delivery term shall presume timely and proper satisfaction of Purchaser’s obligations under the contract. Should Purchaser be in default of acceptance or should he neglect other duties of compulsory cooperation, we shall be entitled to claim damages including compensation for any additional expenditure. In this case the risk of accidental loss or accidental deterioration of the goods shall pass to Purchaser the m oment that he has defaulted acceptance. Should Purchaser fail to accept the goods within the proper period, we shall be entitled to stipulate a reasonable period of grace, at the expiration of which we shall be entitled to otherwise dispose of said goods and to make delivery thereof to Purchaser within a reasonably extended term. Should the goods be stored in our works, the storage cost shall be at least ½% of the invoice amount for every month.
7. Partial deliveries are allowed. Each partial delivery may be invoiced separately. Purchaser may refuse partial deliveries if they are unreasonable and, in particular, if acceptance of partial deliveries requires substantial effort on the part of Purchaser.
V. Passing of Risk
1. Unless otherwise stipulated in the order confirmation or contract, the risk shall be transferred to the Purchaser at the moment the goods are handed over to the person or institution carrying out the dispatch of the goods.
2. We shall be liable only for the careful selection of the forwa rder and proper packing of the goods. Unless otherwise instructed, the goods are insured by Vendor at Purchaser’s expense against damage in transit within the scope of a freight insurance policy, as well as under the conditions laid down by the German statutory regulations on contracts with freight forwarders (and including the General German Freight Forwarding Conditions) against capital loss within the scope of a freight forwarding insurance (i.e. SVS/RVS, SP policy). Packaging shall be charged to Purchaser at cost; the take -back obligations are determined by the statutory regulations, in particular the German regulation on prevention of packaging waste dated 12 June, 1991.
3. Without prejudice to Purchaser’s statutory warranty rights, delivered items shall be accepted by Purchaser even if they show minor defects.
VI. Warranty and liability
1. Purchaser’s statutory warranty rights are subject to his proper compliance with the inspection and complaint obligations (as laid down in §§ 377, 378 of the Germa n Commercial Code). Written notice of defects, incorrect deliveries or deviations in quantity must be given without delay no later than 8 days after receipt of the goods. Written notice of hidden defects must be given immediately on discovery of such defects.
2. No warranty shall be assumed for damages resulting from the following causes: unsuitable or improper machining or processing, use, improper erection, installation and/or commissioning by Purchaser or by third parties, natural wear and tear, improper or negligent handling – in particular excessive stresses, unsuitable fuels, lubricants, etc., chemical, electrochemical or electrical in fluences, insofar as they shall not have been caused through our fault. We shall be released from our warranty obligations should Purchaser or a third party perform any modifications or service work improperly and/or without our prior authorization.
3. In the case of a warrantable defect of the purchased goods we shall be entitled to repair the defect or deliver a rep lacement at our discretion. In the case of repair of the defect we undertake to bear all expenses necessary for the purpose of the repair, in particular transport, delivery, work and material costs, insofar as these are not increased due to the goods havin g been brought to a location other than the place of delivery. Purchaser shall, after agreement has been reached with us, provide the necessary time and opportunity to perform any and all repair and replacement work which we may reasonably deem necessary. Only in urgent cases or in case of risks to the safety and dependability of operations, or to prevent unreasonably extensive damage, of which we shall be notified immediately, or if we have incurred a delay in eliminating the defect, shall Purchaser be entitled to rectify the defect himself, or to have the defect rectified by a third party and to demand indemnification by Vendor for the costs arising there from.
4. If we are not prepared or able to repair a defect or deliver a replacement, in particular where delays for reasons for which we are answerable exceed a reasonable period of time, or where other attempts at repairing the defect or delivery of a replacement have failed, Purchaser shall, at his discretion, be entitled to demand an appropriate reduction in the purchase price or withdraw from the contract.
5. Where not covered by the following, further claims of Purchaser for whatever legal basis are hereby excluded. We shall therefore be under no liability in respect of damages that are not due directly to the delivered goods; in particular, we assume no liability for lost profits or other capital loss of Purchaser.
6. The above -mentioned exoneration of liability does not apply when the cause of damage is based on intent or gross negligence. It is also invalid if Purchaser, because of the failure of a guaranteed property, is able to claim compensation for non -compliance with statutory provisions (such as §§ 463, 480 paragraph 2 of the German Civil Code).
7. Moreover our liability to indemnify for personal injury and damage to property is limited to the amount covered by our product liability insurance should we grossly neglect an important contractual duty. Upon request Purchaser may examine our policy. In case such a product liability insurance does not exist or its coverage is limited by law or statutory judgment, we shall only be liable to the amount of the foreseeable damage.
8. The warranty period shall be 12 months from the date of passage of risk. The warranty period is a term of limitation and also applies to claims for consequential damages for defects.
VII. Aggregate liability
1. An ongoing liability for compensation over and above what is provided in VI paragraph 5. – 6. is excluded irrespective of the legal nature of the asserted claim. This is in particular valid for all claims due to faults of ours at conclusion of contract, breach of collateral duties and claims based on product liability according to § 823 German Civil Code.
2. The provision in Paragraph I does not apply to claims ba sed on Paragraphs 1 and 4 German product liability law. It also does not apply to initial inability or reasonable impossibility to meet the contractual obligations.
3. Where our liability is excluded or limited, the same shall apply equally to the personal liability of our employees, workers, staff members, representatives and assistants.
4. The limitation of claims pursuant to the contractual relationship between us and Purchaser are based on VI. Paragraph 8. This term of limitation also applies to claims resulting from product liability according to § 823 German Civil Code in as far as they compete with contractual and contract -like claims.
VIII. Retention of Title
1. We retain title to the sold goods until the sum owed has been credited to our account. Should an open account relationship have been agreed with Purchaser, the retention of title shall be in effect until all payments based on this relationship have been effected. The reservation of retention of title is based on the acknowledged balance. Breach of contract by Purchaser, in particular settlement delays, entitles us to repossess the delivered goods. Repossession of the goods by Vendor shall not constitute rescission of contract, unless so stated in writing by Vendor. Seizure of the goods by Vendor shall always constitute rescission of contract. We shall be entitled to exploit said repossessed goods. The proceeds from such exploitation shall be credited to Purchaser following deduction of reasonable costs incurred in connection with repossession and exploitation.
2. Purchaser shall notify us without delay of any seizure or other impairment by third parties of the goods supplied, so that we may take legal action based on § 771 German Civil Procedure. Should the third party not be in a position to compensate us for the court fees and out-of-court expenses of a legal action based on § 771 German Civil Procedure, Purchaser shall be liable for the expenses we incurred.
3. Purchaser is entitled to resell the delivered goods in the normal course of business. However, he will immediately assign to us all claims to the value of the final invoice total arising from this resale against his client or third party and irrespective of whether the delivered items have been resold without or after processing, without or after connection, without or after mixing with other items. Should an open account relationship exist between Purchaser and his customer, the claim assigned in advance also applies to the acknowledged balance as well as, in the case of bankruptcy of the customer, to the causal balance.
4. Purchaser remains authorized to collect claims even after their assignment. Our entitlement to collect the claims ourselves remains unaffected by this. We undertake, however, not to collect the claims, provided Purchaser meets his liabilities from the agreed proceeds, is not in arrears or has not suspended payments and no petition to open bankruptcy or insolvency proceedings has been filed. If this is the case, we can demand that Purchaser makes known to us the assigned claims and respective debtors, supplies all information necessary for their collection, makes available the associated documents and informs the said debtors and third parties of the assignment.
5. The processing or reconstruction of the delivered goods is considered as having been undertaken by ourselves. If goods have been processed with other items not belonging to us we acquire joint ownership of the new product in proportion to the value of the delivered goods to the other processed items at the time of processing. Otherwise the same conditions as for goods delivered under retention of title apply for products arising through processing.
6. If the purchased goods have been processed or irretrievably mixed with other items not belonging to us, we acquire joint ownership of the new product in proportion to the value of the delivered goods to the other processed or mixed items at the time of processing or mixing. Where the processing or mixing results in Purchaser’s item being regarded as the major article, it is taken as agreed that Purchaser assigns us proportional joint ownership. The resulting sole or jointly owned property shall be held in safe keeping for Vendor by Purchaser.
7. We undertake to release securities belonging to us at Purchaser’s demand provided that the value of those securities exceeds the claims being secured by more than 20%; the choice of securities to be released is ours.
IX. Jurisdiction / Place of Performance / Choice of Law
1. If Purchaser is a registered trader, the l egal venue for all disputes arising from the contractual relations shall be the appropriate court at our place of business. However, we reserve the right to file for legal action against Purchaser at the general and special legal venues according to the Ge rman Civil Procedure.
2. Insofar as the order confirmation states nothing to the contrary, our place of business is the place of performance.
3. The contract and the terms of business are subject to German law.
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