| 1 |
Preamble |
| 1.1 |
The sole valid payment and delivery terms are those of Dennerle Plants GmbH, which Dennerle Plants GmbH’s customer agrees to when placing an order. These likewise apply for any other future business transactions, even if these are not directly referred to but have reached the purchaser as part of an order confirmed by Dennerle Plants GmbH. If an order is submitted which differs from Dennerle Plants GmbH’s delivery and payment terms, only Dennerle Plants GmbH’s delivery and payment terms are valid even if Dennerle Plants GmbH does not object. Deviations are only valid when they have been expressly recognised as such by Dennerle Plants GmbH in writing. |
| 1.2 |
Dennerle Plants GmbH is entitled to assign claims from its business relationships. |
| 1.3 |
The contractual relationship is governed solely by German Law, especially the Bürgerliches Gesetzbuch (German Civil Code) and the Handelsgesetzbuch (German Commercial Code). |
| 1.4 |
Dennerle Plants GmbH may correct any errors in Dennerle Plants sales brochures, price lists, offer documents or other Dennerle Plants GmbH documentation. |
| 1.5 |
The provisions of these Standard Term and Conditions shall apply solely to standard contract conditions which are used in a contract with a contractor as defined in Section 14 of the German Civil Code). |
| 2 |
Orders and specifications |
| 2.1 |
Dennerle Plants quotations are subject to change. The goods are offered subject to prior sale. |
| 2.2 |
No order submitted by the buyer shall be deemed to be accepted by Dennerle Plants GmbH unless and until confirmed in text form by Dennerle Plants GmbH or Dennerle Plants representative within 21 days after submittal or by shipping the ordered goods to the buyer. |
| 2.3 |
The quantity, quality and description of and any specification for the goods shall be those set out in Dennerle Plants quotation (if accepted by the buyer) or the buyer’s order (if accepted by Dennerle Plants). Any such specification, sales literature, quotation, price list etc. shall be strictly confidential and must not be made available to third parties. |
| 3.4 |
The buyer shall be responsible to Dennerle Plants GmbH for ensuring the accuracy of the terms of any order submitted by the buyer, and for giving Dennerle Plants GmbH any necessary information relating the goods in sufficient time to enable Dennerle Plants GmbH to perform the contract in accordance with its terms. |
| 2.5 |
Dennerle Plants GmbH reserves the right to make any changes in the specification of the goods which are required to conform with any application, provided that such changes do not materially affect their quality and / or performance. |
| 3 |
Price of the goods |
| 3.1 |
In the absence of any agreement to the contrary, the price stated in the current Dennerle Plants GmbH price lists on the data of acceptance of the order shall apply. Upon compilation of a new price list, the previous price list shall become invalid. |
| 3.2 |
Except as otherwise stated under the terms of any quotation or in any price list of Dennerle Plants, and unless otherwise agreed in writing between the buyer and Dennerle Plants, all prices are given by Dennerle Plants GmbH on an ex works basis (ex-works – Incoterms 2010), and where Dennerle Plants GmbH agrees to deliver the goods otherwise than at Dennerle Plants premises, the buyer shall be liable to pay Dennerle Plants charges for transport, customs clearance, packaging and insurance. Detailed information under no. 5.5. |
| 3.3 |
The price is exclusive of any applicable value added tax, which the buyer shall be additionally liable to pay to Dennerle Plants. |
| 4 |
Terms of payment |
| 4.1 |
The buyer shall pay the price of the goods immediately and in full after receipt of Dennerle Plants GmbH’s invoice. |
| 4.2 |
Payment shall be effected by direct debit or bank transfer.
With the agreement for the SEPA Direct Debit I/ we authorise the company Dennerle Plants GmbH GmbH to collect payments from my bank account via SEPA Direct Debit. At the same time I/we/ instruct the bank in charge of my/our account to honour the drawn direct debits by the company Dennerle Plants GmbH GmbH. The due date indicated on the invoice shall apply as notification of the due date of the SEPA Direct Debit.
|
| 4.3 |
Payment by check is not accepted. |
| 4.4 |
Unless payment in advance is not offered in the order, we reserve the right to make a credit assessment by a domestic credit agency (Creditreform, Bürgel, Boniversum or similar) prior to accepting the order. In case of any doubts about the solvency or creditworthiness of the customer the acceptance of this and future orders depends on advance payment, cash on delivery or bank guarantee of the customer. |
| 4.5 |
It may be agreed between the contracting parties that the buyer is to open a documentary letter of credit through its bank (or through another bank which is acceptable to Dennerle Plants GmbH). In this individual case it is agreed that the letter of credit shall be opened in compliance with the Uniform Customs and Practice for Documentary Credits, 2007 Revision, ICC Publication No. ERA 600. |
| 4.6 |
Should the purchaser be in arrears to Dennerle Plants GmbH with any payment obligations, all outstanding bills shall be due immediately. |
| 5 |
Delivery |
| 5.1 |
Delivery of the goods shall be effected by the buyer collecting the goods at Dennerle Plants premises at any time after Dennerle Plants GmbH has notified the buyer that the goods are ready for collection or, if another place for delivery is agreed on, by Dennerle Plants GmbH delivering the goods to that place. |
| 5.2 |
Where a specific time for delivery is agreed in the Contract and Dennerle Plants GmbH culpably fails to deliver within the agreed or contractually extended delivery period, the buyer shall be entitled, after providing prior notice in writing, to claim a reduction of 0.5 % per week (up to a maximum of 5 %) on the purchase price, unless it is discernible from the circumstances pertaining to the case concerned that the buyer has not suffered any disadvantage. This limit shall not apply if the business was to be settled on a fixed date (Section 376 of the German Commercial Code) or if the delay was caused by gross negligence or intentionally by Dennerle Plants GmbH, its agents or representatives or if there is any further breach of any substantial contractual obligation. |
| 5.3 |
If, for any reason whatsoever, Dennerle Plants GmbH fails within such fixed time to effect performance, the buyer shall be entitled to notify Dennerle Plants GmbH in writing of a fixed deadline, after the expiry of which the buyer shall be entitled to terminate the contract. Any further legal claims shall remain unaffected. |
| 5.4 |
If the buyer fails to accept performance on due date, he shall nevertheless make any payment conditional on delivery as if the goods had been delivered. Dennerle Plants GmbH shall arrange for the storage of the goods at the risk and cost of the buyer. If so required by the buyer, Dennerle Plants GmbH shall insure the goods at the cost of the buyer. If the goods are stored by Dennerle Plants, the buyer is to collect the goods without delay. |
| 5.5 |
For deliveries to Great Britain shipping is free if the following minimum order value is met:
value of goods over € 130 (shipping costs of € 13 for orders less than 130 €)
Standard mode of shipping: Depending on the destination, the running time for shipments in Germany is 1-2 workdays, to Austria 2-3 workdays.
Alternatively selectable: Using the mode of shipment Express Saver, the running time in Germany and to Austria is 1 workday. When shipping with Express Saver additional € 15 / package
Shipment terms to the destination can be found at wwwapps.ups.com
Freight costs for other countries than Germany and Austria vary and must be requested individually.
Shipping costs for cross-border deliveries may vary and are to determined individually.
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| 6 |
Transfer of risks |
| 6.1 |
In the case of goods to be delivered at Dennerle Plants GmbH’s premises the risk of damage or loss of the goods passes to the buyer („ex works“, Incoterms 2010) when Dennerle Plants GmbH notifies the buyer that the goods are available for collection. |
| 6.2 |
If the buyer wrongfully fails to take delivery of the goods at Dennerle Plants premises, the risk of damage to or loss of the goods shall pass at the time when Dennerle Plants GmbH requests the buyer to collect the goods and the buyer defaults in effecting such collection. |
| 6.3 |
Where it is agreed that goods shall be shipped, loading and shipment shall take place without insurance cover, at the buyer's risk. Where goods are shipped at the buyer's request, the risk of damage or loss of the goods shall pass to the buyer at the time of handover to the haulier. |
| 7 |
Retention of title |
| 7.1 |
Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the buyer until Dennerle Plants GmbH has received payment in full of the price of the goods and all other goods agreed to be sold by Dennerle Plants GmbH to the buyer for which payment is then due. |
| 7.2 |
After termination of the contract, Dennerle Plants GmbH shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the goods. |
| 7.3 |
Until such time as the property in the goods passes to the buyer, the buyer shall hold the goods as Dennerle Plants fiduciary agent, and shall keep the goods properly stored, pREDected and insured. |
| 7.4 |
Until that time the buyer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to Dennerle Plants GmbH for the proceeds of sale or otherwise of the goods including insurance proceeds, and shall keep all such proceeds separate from any moneys or properties of the buyer and third parties. |
| 7.5 |
If the goods are processed or reshaped by the buyer and if processing is done with goods that Dennerle Plants GmbH has no property in, Dennerle Plants GmbH shall become coowner of the goods to a corresponding extent. The same shall apply if Dennerle Plants goods are completely reshaped and mixed with other goods. |
| 7.6 |
If third parties undertake steps to pledge or otherwise dispose of the goods, the buyer shall immediately notify Dennerle Plants GmbH in order to enable Dennerle Plants GmbH to seek a court injunction in accordance with Section 771 of the German Code of Civil Procedure. If the buyer fails to do so in due time he shall be held liable for any damages caused. |
| 7.7 |
Dennerle Plants GmbH shall, on request from the buyer, release any part of the security if the value of the security held in favour of Dennerle Plants GmbH exceeds the value of the claims being secured. Dennerle Plants shall be free to choose which items of said security are to be released. |
| 8 |
Warranties and exclusion clauses |
| 8.1 |
The buyer shall examine the goods for defects without delay as required by German Law (Section 377 of the German Commercial Code), thereby checking every delivery in every respect. Delivered plants and goods are to be examined within 24 hours of delivery |
| 8.2 |
For the delivery of aquatic or non-aquatic plants a reject rate of up to 10 % does not exceed normal limits and shall not constitute short delivery. |
| 8.3 |
Dennerle Plants GmbH warrants that all items delivered under this agreement will be free from defects in material and workmanship, conform to applicable specifications, and, to the extent that detailed designs have not been furnished by the buyer, will be free of design defects and suitable for the common purposes intended by the buyer. |
| 8.4 |
In the absence of any agreement to the contrary, Dennerle Plants GmbH shall not be liable for the goods being fit for a particular purpose intended by the buyer. |
| 8.5 |
Dennerle Plants GmbH shall not be liable for defects pertaining to goods returned by order of the buyer where such defects relate specifically to a description or specification provided by the buyer or to parts of the goods, materials or other equipment manufactured by or on behalf of the buyer in accordance with the latter's instructions. |
| 8.6 |
This warranty does not cover defects in or damage to the products which are due to improper installation, maintenance, storage, misuse, neglect or any cause other than ordinary commercial application. Claims under the German Product Liability Act shall remain unaffected. |
| 8.7 |
Any claim by the buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specifications shall be notified to Dennerle Plants GmbH within reasonable time of the date of delivery. |
| 9 |
Liability |
| 9.1 |
No claims for compensation shall be assertible against Dennerle Plants GmbH. |
| 9.2 |
This exclusion of liability shall not apply in case of intent or gross negligence on the part of Dennerle Plants GmbH, in case of harm to the health, life or limb of the buyer or in case of claimsfor compensation based on product liability. In the case of negligent breach of substantial contractual duties on the part of Dennerle Plants GmbH, Dennerle Plants GmbH's liability shall be limited to the typical and foreseeable extent of damage. |
| 9.3 |
Insofar as liability is excluded or limited, this shall also apply to the personal liability of Dennerle Plants GmbH's employees, representatives and vicarious agents. |
| 10 |
Miscellaneous clauses |
| 10.1 |
These Terms and Conditions supersede and invalidate all other commitments and warranties relating to the subject matter hereof which may have been made by the parties either orally or in writing prior the date here of. |
| 10.2 |
Each party shall be responsible for all its accountancy or other costs and expenses incurred in the performance of its obligations hereunder. This shall also include extrajudicial legal costs. |
| 11 |
Choice of law, place of jurisdiction |
| 11.1 |
The place of jurisdiction is the registered office of Dennerle Plants GmbH. The company is represented by Mr. Lars Green, Mr. Sören Christian Madsen and Mr. Ingo Walther and is entered in the commercial register of Hamburg local court under registration number HRB 148133. |
| 11.2 |
Dennerle Plants GmbH shall have the right to bring a claim before a court at the buyer’s principal place of business or at its discretion before any other court being competent according to any national or international law. |