Terms and Conditions for Josef Jasper GmbH & Co. KG,
Halverder Straße 2 in 48496 Hopsten
1. Recognition of the general terms and conditions
All current and future deliveries of goods and services, including transactions through barter, are performed in accordance with the following terms and conditions. The terms and conditions of our contractual partner shall not apply. We hereby reject their terms and conditions. They shall not be recognised, even if we fail to explicitly reject their applicability following receipt thereof. Our terms and conditions are considered as accepted no later than upon receipt of our products.
2. Offer and acceptance
Our offers are non-binding. Agreements made verbally or by telephone shall not become legally binding until we have provided written confirmation. We shall only be bound to technical specifications expressed in words, figures or images (concerning dimensions, weights, etc.) only if we have explicitly declared them as binding. Such data is otherwise provided under exclusion of all liability. An order becomes binding only upon written confirmation from us. Our order confirmation is authoritative with respect to the scope of services delivered. Subsidiary agreements and changes must be confirmed in writing. We reserve the right to accept or reject an offer within a period of 3 weeks.
3. Official Permits
The client shall obtain all official permits, in particular construction permits and any approvals required under traffic, water or commercial law.
All prices are in euro ex works or warehouse, exclusive of packaging, shipping, postage or insurance; these items are charged additionally. Statutory value added tax shall be added to the price. Prices as stated in contracts and confirmed orders shall remain binding for 6 months; prices may rise commensurately thereafter in the event of wage or material cost increases. Travel time is considered work time.
5. Payment method
Our invoices must be settled within 30 days following shipping or notification of readiness for shipping – including partial consignment. For payments in arrears, we shall charge 5 % interest p.a. above the respective German Central Bank discount rate, but no less than 8 % interest p.a., from the date on which payment was due and without prejudice to any other claims. We accept money orders, cheques and bills of exchange subject to special agreement and on a conditional basis only, and not in lieu of payment. Bills of exchange and cheques must be discountable; we bill the buyer for any debiting or discount charges. Buyers are only entitled to offset counterclaims that are undisputed or legally established. Deduction of cash discount is not permitted unless otherwise agreed explicitly and in writing. If we have agreed to instalment payments and the client is in default to an amount exceeding one instalment, the entire residual amount shall immediately become due even insofar as bills of exchange with a later maturity date are pending. All accounts receivables also shall be payable with immediate effect, irrespective of the maturity of any bills of exchange accepted, if after conclusion of contract we become aware of circumstances that may substantially reduce the buyer’s solvency or creditworthiness. Furthermore, we are entitled under these circumstances to provide further deliveries / services conditional upon advance payment or provision of collateral. We shall also be entitled to withdraw from the contract or to demand compensation for nonfulfillment following an appropriate grace period.
6. Period allowed for delivery
The period allowed for delivery begins no earlier than the day an order is confirmed and under no circumstances before the client has provided all requisite documents, permits, approvals or before satisfaction of any advance payment agreed. Deadlines for delivery and manufacture are also conditional upon the absence of any unforeseen hindrances such as force majeure, operational disruption and such like at our plant or at our suppliers. Clients shall grant us an appropriate grace period insofar as we exceed an agreed period allowed for delivery by more than two weeks. If we fail to fulfil delivery within this grace period for reasons that we are answerable for, the client shall be entitled to withdraw from those parts of the contract that are as yet unfulfilled, conditional upon the terms defined in section 8. The buyer must declare withdrawal immediately and in writing after the end of grace period provided. The buyer shall have no right to enforce compensation claims for delayed delivery, even after expiration of the grace period granted us. This shall not apply if our liability is mandatory under law due to culpable intent or gross negligence on our part or the part of our agents.
We are entitled to charge industry standard warehouse fees if the ordering party is delayed in accepting delivery.
8. Transfer of risk, shipping and freight charges
The client carries the risk for all deliveries and shall also pay the costs for delivery. Risk shall be transferred to the client by no later than the time the respective components are shipped; this applies equally to partial deliveries even when further services remain outstanding. Risk shall be transferred to the buyer upon receipt of notification of readiness for shipping in the event that shipping or acceptance is delayed for reasons for which we bear no responsibility.
9. Warranty, liability
The warranty period is 6 months. It starts upon shipment of the goods to the buyer. Notification of readiness for shipping to the ordering party is sufficient.
We shall, at our own discretion and excluding any other claims for warranty, provide replacement or repair if the goods are or become defective during the warranty period due to manufacturing or material faults. We are entitled to refuse repair or the provision of replacements for as long as the buyer fails to fulfil obligations due. The responsibilities of the buyer as defined in § 377 German Commercial Code (HBG) shall apply with the further stipulation that the buyer shall provide us with written notification of all recognisable defects, missing goods or erroneous deliveries within 3 workdays following receipt thereof and on all accounts before processing or installation. This period shall be extended to one week if the buyer is not a business in the meaning of the German Commercial Code (HGB).
There shall be no right to make claims for defects based on deviations in scale, weight and quality that in accordance with DIN and AD regulations and according to common industry standards are deemed permissible. The warranty period does not recommence following repairs.
The buyer shall be entitled at his own discretion and subject to the provision of an appropriate grace period to cancel the contract or demand reasonable reduction in remuneration insofar as repair is not successful or we are unable to provide replacement.
The warranty shall be voided if we ascertain that unauthorised third parties acting without our consent have performed improper work on the goods. Our warranty shall not extend to damage caused by excessive load, improper treatment and maintenance, the use of unsuitable equipment and the failure to observe operating instructions. This shall also apply to damage caused by normal wear and tear.
The buyer is not entitled to remedy defects or to commission third parties to remedy defects. This requires our prior consent. Other warranty claims by the buyer, compensation for damages incurred on other than the delivered goods, or claims for compensation due to positive infringement of the contract, delay, non-fulfilment, unlawful acts or other legal reasons, shall not be recognised. This does not extend to culpable intent or gross negligence. Maximum liability shall in all circumstances be limited to the value of the order.
10. Reservation of title
We reserve title to the goods we deliver until we have received the full purchase price.
In the event that our contractual partner is a merchant, we reserve title to all goods we deliver until all accounts receivables from all transactions within the business relationship have been satisfied. In this case and to provide collateral, the contractual partner shall upon conclusion of the bill of sale assign to us in full, including all ancillary rights, all accounts receivables from the contractual partner’s buyer to which the contractual partner is entitled on the basis of this sale or for other legal reasons. We shall be required, upon request by the contractual partner, to release collateral if the value of the delivered goods provided as collateral and in which we reserve title exceeds our total accounts receivable by more than 20 %.
In the event that individual provisions cannot be applied – irrespective of the legal reason – this shall not affect the validity of the remaining provisions.
12. Compensation for damages
We are entitled to charge lump sum compensation amounting to 15 % of the invoiced sum for any justified compensation claims we hold against our customers due to non-fulfilment or depreciation, irrespective of the actual amount of the claim. We remain entitled to enforce greater claims for actual damages, but the customer shall be entitled to provide proof that we have suffered lesser damages that are lower than the lump sum.
13. Place of performance and jurisdiction
The place of fulfilment for all obligations defined in the contractual relationship shall be the registered address of our company. The place of jurisdiction shall also be the registered address of our company in the event that the customer is a registered trader, a legal entity under public law or holder of a special asset under public law. We remain entitled to file suit at the registered address of the customer. The contractual relationship is subject to German law.