GENERAL TERMS AND DELIVERY CONDITIONS
The Ocean Package – Auenstraße 74 80469 München
1. Awarding of Contract
1.1 The validity of all agreements made between ourselves and the customer for
the purpose of executing the Contract is contingent upon being in the written
form. Our conditions apply exclusively; we shall acknowledge contradictory or
deviating conditions issued by the customer only if and when their validity has
been explicitly approved in writing. Our conditions apply also if we effect the delivery unconditionally with knowledge of contradictory or deviating conditions issued by the customer.
1.2 We reserve the right to make structural changes, customary and reasonable deviations in relation to wood graining and coloration and also slight design alterations and dimensional deviations.
1.3 Our conditions apply also to all future business transacted with the customer.
2. Prices
2.1 The indicated prices are ex-works, exclude freight, packaging and insurance and are subject to the valid rate of VAT.
2.2 Special work agreed over and above the services covered by the contract and included in the price shall be billed separately and must be paid for on or before the acceptance stage.
2.3 Should the customer decline to accept the delivery, he shall assume responsibility for all related costs.
3. Payment
3.1 Our terms of payment are: according to quote and contract. All accounts are payable net within 7 days of the invoice date by bank transfer or cheque.
3.2 In the event of default, we shall be entitled to charge interest amounting to 4% above the minimum lending rate applied by the Deutsche Bundesbank.
In the event that a bill of exchange or cheque is not cashed according to schedule or the customer finds himself in circumstances, which in our opinion no longer justify the granting of a payment term, we shall be entitled to demand settlement of the full amount and advance payment for any services still to be rendered.
3.3 The customer shall not be entitled to retain payment of our claims. Offsetting against counter-demands is possible only when they have been acknowledged by ourselves in writing or are considered to be legally valid.
3.4 In the event of a complaint, the customer is specifically not entitled to reduce payment of due invoice amounts.
4. Delivery Periods
4.1 Wherever possible, agreed delivery dates shall be observed. Compliance with delivery dates presupposes that the purchaser has fulfilled all his obligations within the period stipulated, specifically the submission of the required documentation, approvals etc. in due time. Any changes requested by the customer shall defer the delivery date. Delivery periods commence with our confirmation of order.
4.2 When the agreed delivery period has lapsed, the customer shall be entitled to grant us an appropriate extension in writing commencing on the date of the written reminder and, in the event of non-compliance with the new date, to cancel the contract. In addition, damage claims on account of delivery delays – excepting delays brought about through gross negligence or unfeasibility – shall be ruled out.
4.3 Should the customer delay the acceptance procedure or infringe any other duty to co-operate, we shall be entitled to demand compensation for damages, including any additional expenditure.
5. Force Majeure
5.1 Appropriate extensions shall be granted on agreed delivery periods should unforeseen hindrances occur which are beyond our control, such as strikes or lockouts, operational hold-ups, delays in despatch on account of raw materials, irrespective of whether the hindrance occurs on our premises or the premises of our suppliers. Such circumstances are considered to be beyond our control if we are already behind schedule. Should such circumstances occur, either party shall be entitled to cancel the contract.
6. Despatch/Transfer of Risk
6.1 The goods shall be accepted by the customer on the agreed delivery date.
6.2 The risk is transferred to the customer at the point of despatch. Should despatch be delayed on account of the customer, the risk shall be transferred to the customer on the agreed delivery date and the customer shall assume responsibility for any costs incurred by the delay, including any warehousing costs.
6.3 Goods are always despatched at the risk and cost of the customer. We shall not be held liable even if transportation is handled by ourselves, excepting gross negligence and wilful conduct.
6.4 We shall arrange transport insurance only on request, with insurance premiums being billed to the purchaser.
6.5 Transport damage and reduced quantities shall be notified to the Transport Company in writing on receipt of the goods.
7. Defects
7.1 In order to be able to lodge claims against the Transport Company within the period stipulated, any superficial defects on the consignment considered to be transport damage shall be reported within three working days of the goods being received. Defects that are not obvious on acceptance of the goods but considered transport damage shall be reported within five working days of the goods being received. Reduced quantities or incorrect consignments shall be notified to us in writing within seven working days of the consignment being received. Other defects or complaints must be notified to us in writing within eight days of the goods being received at their destination; any concealed defects that cannot be revealed within this period even on careful checking, must be reported within eight days of being discovered by the customer. In this event, all warranty claims shall lapse within six months of the goods being received at their destination.
7.2 In the event of complaints being lodged promptly and acknowledged by ourselves, we reserve the right to provide a replacement for the criticised and returned goods or to credit their value. Should a replacement or follow-up delivery fail, cannot be effected within an appropriate period or should an appropriate extension granted by the customer lapse without the fault being remedied, the customer shall be entitled to opt for either cancellation or reduction, waiving the right to all further claims.
7.3 Damage claims outside the terms of the warranty in accordance with Item 7.2 – irrespective of the legal justification – shall be ruled out; thus we are not liable for damage sustained anywhere other than on the delivery objects themselves, specifically we cannot be held liable for lost profit or any other pecuniary loss of the customer.
8. Return of Goods
8.1 There shall be no entitlement to return or exchange ordered goods. In certain justified cases and with prior, separate, written agreement, the goods shall be despatched to our address, carriage paid and at the risk of the purchaser. Credits shall in principle only be issued against goods returned in their original packaging. A flat rate of 20% shall be deducted on issuing of the credit. Any necessary additional expenditure, e.g. for repairs or repackaging, shall be billed separately. Non-current and extremely old stock and items specially produced to order may not be returned. This does not apply, should the customer legitimately cancel the contract.
9. Retention of Title
9.1 We shall retain title to the delivered goods until full payment of all existing and future accounts pertaining to the business relationship is made. The customer is obliged to store and insure separately all goods delivered subject to this retention of title and must furnish proof of such insurance at our request. The customer shall, as a precautionary measure, assign any claims on the insurance to us in advance.
9.2 The customer shall not be entitled to sell on assign the goods as a precautionary measure without our prior approval. If such approval is granted, the customer shall assign to ourselves all claims made against him by the purchaser on account of selling on, to an amount equivalent to the final invoice (including VAT).
9.3 Should the customer infringe the above regulation concerning retention of title and we consider fulfilment of our claims to have been jeopardised, we shall be entitled to cancel the contract. The return of retained goods does not constitute cancellation of the contract.
9.4 If the value of the guarantees exceeds our claims by more than 20%, we shall, at the request of the customer, release the guarantees of our choice accordingly.
10. Copyright
10.1 We hold the title and copyright to all our plans, drafts, drawings, samples and models. Such documents may only be disclosed to third parties if we grant explicit, written approval beforehand. Reproduction of such documents also requires our prior, explicit approval.
11. Damage Allowance, Right of Cancellation
11.1 We shall be entitled to cancel the contract should the customer make false declarations regarding his credit status or ceases to make payments, if application has been made for bankruptcy or insolvency of his assets, unless the customer makes immediate advance payment in cash. If the customer fails to fulfil the terms of the contract, we shall be entitled to demand an appropriate damage allowance of up to 35% of the amount of the contract. We shall also be entitled to claim a demonstrable, higher amount for damages.
12. Applicable Law, Place of Fulfilment, Place of Jurisdiction
12.1 The business relationship between the customer and ourselves is subject to the law of Federal Republic of Germany.
The Place of Fulfilment for delivery and payment is our Registered Office.
The Place of Jurisdiction for contracts concluded with full qualified merchants is Munich.
13. Separability
13.1 Should any contractual provision or aforementioned condition become invalid for any reason whatsoever, the validity of the remaining conditions shall remain in full force and effect.