1. Applicable terms and conditions:
These General Terms and Conditions – hereinafter referred to as Terms and Conditions – are applicable for the all business conducted by bodaTec® GmbH, Wolfschlugen – hereinafter referred to as bodaTec® – with the purchaser or other ordering parties, even if they are not specified within the scope of subsequent agreements.
They also apply in the case that the purchaser refers to the purchaser’s own terms and conditions in the purchaser’s purchase order or order confirmation in particular, unless these have been expressly agreed to on the part of bodaTec®.
2. Quotation/Purchase order:
Quotations from bodaTec® are subject to change without notice. Purchase orders are only binding for bodaTec® if confirmed in writing by bodaTec® or if bodaTec® responds by delivering the goods, additional oral agreements only if such are confirmed in writing by bodaTec®.
3. Delivery time:
The delivery period begins with the sending of the order confirmation, however not before the purchaser has furnished all of the documents, approvals, etc. to be procured, and not before receipt of a deposit which has been agreed upon. The delivery deadline is met if, by expiration of the delivery period, the item to be delivered has left bodaTec® or notification has been sent that it is ready for shipment.
The delivery period shall be extended accordingly in the case of action within the scope of labour disputes, especially strikes and lockouts, as well as in the event of unforeseen obstacles which are beyond the will of bodaTec®, inasmuch as such obstacles can be proven to have an impact on the provision or shipment of the delivery item. This also applies if the circumstances arise with subcontractors. The supplier is not responsible for the above-mentioned circumstances if they arise in the course of an existing delay. In important cases, bodaTec® shall inform the purchaser as soon as possible as to the beginning and ending or such obstacles. In the case an agreed upon delivery deadline is negligently exceeded, the delivery is not considered to be delayed until an appropriate grace period has been set.
The risk is transferred to the purchaser at the latest when the goods are shipped, and this also applies in the case of partial deliveries. Partial deliveries are possible.
4. Price and payment:
All prices are quoted in euros (€) and do not include the currently applicable value-added tax.
If invoices are paid and the payment received by bodaTec® within 14 days after receipt of the invoice, the customer is entitled to deduct a 2% cash discount.
5. Reservation of title:
bodaTec® retains the title to the delivery item until receipt of all payments arising from the delivery contract.
In the case of violations of the contract by the purchaser, in particular in the case of default, bodaTec® has, after the issue of a reminder notice, the right to repossess the goods and the purchaser is obliged to release these goods. The assertion of the reservation of title and the execution levied on the delivery item by bodaTec® do not constitute withdrawal from the agreement.
The purchaser has the right to sell the delivery items within the limits of ordinary business transactions; the purchaser shall, however, assign to bodaTec® all claims to the amount of the purchase price (including value added tax) agreed upon between bodaTec® and the purchaser which arise from the resale, irrespective of whether or not the delivery items have been further processed prior to the resale. The purchaser shall remain entitled to collect this claim after its assignment. This does not affect bodaTec®’s authority to collect the claims itself; bodaTec® is, however, shall not undertake to collect the claim as long as the purchaser duly fulfils its payment obligations and does not default.
If this should be the case, bodaTec® shall be entitled to request that the purchaser disclose the assigned claims and their debtors, provide all information necessary to collect the claim, deliver all corresponding documents and advise the debtors (third parties) of the assignment.
Any further processing or modification of the goods by the purchaser is always done on behalf of bodaTec®. If the delivery items are processed with other items which do not belong to bodaTec®, bodaTec® shall acquire a proportional title to the new object that corresponds to the proportion of the value of the delivery items to the other mixed items.
The purchaser shall keep this proportional title for bodaTec®.
The purchaser is not permitted to pledge the delivery items or assign them as collateral. In the case of attachments or distraint or other disposals by third parties, the purchaser must inform bodaTec® of such without delay, or make all information and documents available which are necessary to protect the rights of bodaTec®.
bodaTec®’s ownership is to be indicated to any executory officer or third party.
bodaTec® undertakes to release, upon request of the purchaser, the securities to which bodaTec® is entitled, if the value of our securities exceeds the claims to be secured by more than 20%.
6. Liability for defects:
bodaTec® assumes liability for defects, including the lack of expressly assured quality and excluding further claims, as follows: a) At the discretion of and according to bodaTec®, all such parts are to be improved or new parts shipped free of charge which, within 6 months following their delivery, prove to be unusable or not insignificantly limited in terms of their usability as a result of a circumstance occurring prior to the transfer of risk – in particular, as a result of defective construction, poor materials or poor workmanship. bodaTec® is to be informed in writing of detection of such defects without delay. For items comprising third-party products to a large degree, bodaTec®’s liability is limited to the transfer of liability claims to which bodaTec® is entitled vis-à-vis the supplier of the third-party products.
b) No liability is assumed for damages which arise as a result of the following: Unsuitable or improper usage, faulty installation and/or commissioning by the purchaser or third parties, natural wear and tear, faulty or negligent handling, unsuitable working materials, etc., inasmuch as these are not the fault of the supplier.
c) For the undertaking of all replacement deliveries which appear necessary at the discretion of bodaTec®, the purchaser is to grant bodaTec® the required time and opportunity in coordination with bodaTec®, otherwise bodaTec® is released from the liability for defects.
d) Further claims of the purchaser, in particular the claim to compensation for damages not directly incurred by the delivery item, are excluded. Neither does the exclusion of liability apply in cases in which according to the German Product Liability Act (“Produkthaftungsgesetz”) there is liability for defects in the delivery item for damage to persons or property to privately used items. Neither does it apply in case of lack of qualities which are expressly assured, if the assurance is specifically intended to protect the purchaser against damages which are directly incurred by the delivery item.
e) Tort claims are excluded unless the damage was caused intentionally or as a result of gross negligence.
7. Place of jurisdiction:
In the case of all disputes arising from the contractual relationship, if the purchaser is a merchant entered in the commercial register, a body corporate organised under public law or a public separate estate, the claim is to be filed before the court in whose jurisdiction bodaTec® lies.
Wolfschlugen, July 2016