General Terms and Conditions for the Supply of Goods and Services of Bischoff + Scheck AG
1. Inclusion agreement, customer T&Cs
All of our goods and services shall always be subject to the following terms and conditions, which form an integral part of this contract.
The terms and conditions of the customer shall not be valid even where they do not differ from our Terms and Conditions.
2. Offers, conclusion of contract
Our offers are always non-binding. If no contractual document is created, the contract shall come into effect only once we have provided an order confirmation after receiving an order from the customer.
3. Verbal confirmations
Verbal confirmations and agreements shall only be binding if they have been issued by persons authorised to represent us in accordance with the commercial register or have been confirmed by us in text form.
4. Prices and payments
4.1 Unless otherwise agreed, our prices shall apply "ex works" (EXW) from our factory in Rheinmünster.
4.2 The respective statutory amount of VAT shall be added to all prices when VAT applies.
4.3 All payments shall be made at no cost via bank transfer to the bank account specified by us. To ensure timeliness, these payments shall reach our account on the day of receipt.
5. Contractual amendments, requests to amend contract
5.1 Unless otherwise agreed, any contractual amendments shall require text form, whereby a commercial letter of confirmation or our confirmation in text form shall suffice.
5.2 Any requests by the customer to amend the contract and add services shall only be agreed once they have been confirmed by us.
5.3 In the event of subsequent amendments made and services added at the customer's request, the agreed delivery and execution times shall be extended accordingly. We shall also be entitled to adjust the agreed prices based on the price established for the originally ordered service and the costs relating specifically to the amended or additional services.
6. Place of performance
Unless otherwise agreed, the place of performance (for debt collectible by the creditor) for our service is our factory in Rheinmünster.
7. Delivery and execution periods
7.1 In the event of delivery ex works, the delivery period shall be maintained if the delivery item is ready for handover on the agreed date and if we have notified the customer of the same.
7.2 Should the customer fail, in whole or in part, to make agreed payments by the due date, the agreed delivery and execution period shall be extended by the number of days by which the payments are delayed. Should the customer be in arrears with a payment for more than 14 calendar days, we shall be entitled to suspend work on the order. In the event of a justified suspension of work, the agreed delivery and execution periods shall no longer be valid. Once the payment delay has ended, the new delivery date shall be determined in accordance with our operating procedures, taking into account any utilisation of our capacity elsewhere.
7.3 Should we be hindered in the proper execution of our service, we shall notify the customer of this immediately in text form.
The delivery and execution periods shall be extended where the hindrance is caused by:
a) the neglect of any collaborative actions by the customer or circumstances in which the risk is borne by the customer, e.g. if a vehicle provided to us by the customer is in an unsatisfactory condition, b) industrial action or a lockout arranged by the employer's professional representative body affecting our company, a company working directly for us or a supplier's company,
c) force majeure or other circumstances beyond our control.
8. Handover, acceptance
8.1 A handover shall take place where work is being delivered, while acceptance shall take place where a service is being provided.
8.2 The customer shall be obliged to accept our contractually agreed service (Section 433 Paragraph 2 and Section 640 of the German Civil Code - BGB). Where a service is being provided, we may make the handover/issuance of our contractually agreed service conditional upon a written declaration of acceptance.
8.3 Once we have provided the customer with proper confirmation of completion, the customer may claim that the person(s) delegated to accept the service does not have authorisation to declare acceptance.
8.4 Should the customer fall into arrears with their acceptance, we may claim a storage fee for continued safekeeping of the work in the case of mutual commercial transactions, in line with Section 354 of the German Commercial Code (HGB).
9. Reservation of title, vehicle documents, joint ownership
9.1 When delivering movable property, we shall retain ownership until the customer has paid the compensation due in full in accordance with Section 449 of the BGB; this ownership shall be transferred subject to the condition precedent that the compensation due has been paid in full (reservation of title). In the event of a delay in payment, we may demand the surrender of all goods subject to this reservation of title without withdrawing from the contract, if we have allowed the customer a reasonable period for supplementary performance without success.
9.2 In the case of vehicles subject to our ownership, we shall also be owners of vehicle documents in accordance with the German Road Vehicle Registration Regulation (StVZO) until ownership is transferred to the customer
in accordance with Section 952 of the BGB. If the vehicle documents are transferred to the customer for the purposes of vehicle approval before the transfer of ownership, the registration document (Part II of registration certificate) shall be returned to us immediately upon the successful approval of the vehicle.
9.3 In the event of alterations and improvements to a vehicle made available to us by the customer, we shall obtain joint ownership of the vehicle and the vehicle documents in accordance with Section 947 of the BGB through combination of the property in our possession. This joint ownership shall be transferred subject to the condition precedent that the compensation due has been paid in full.
Once we have acquired joint ownership in a vehicle, the customer shall be obliged, at our request, to surrender the registration document (Part II of registration certificate) into our custody until the compensation due has been paid in full.
The statutory right of line shall remain unaffected.
9.4 If the registration document is not returned in accordance with Clause 9.2 or surrendered in accordance with Clause 9.3, we shall not be obliged to hand over the vehicle until the compensation due has been paid in full (Section 273 of the BGB) and the customer shall fall into arrears with their acceptance after the service provided by us has been completed (Section 298 of the BGB).
10. Defects, liability
10.1 In the event of defects, we shall be entitled to remedy the defect even where legal provisions
concerning the sale of goods apply. The customer shall be obliged to allow us the time and opportunity required for subsequent performance.
Should this supplementary performance fail, the customer shall retain the right to lower [the purchase price] or withdraw from the contract at their discretion, in accordance with legal requirements.
10.2 We shall liable without limitation for any damage arising from injury to life, body or health caused by us or our subcontractors as a result of a breach of duty, and for any other damage resulting from a grossly negligent or wilful breach of duty by us or our subcontractors. Otherwise, we shall be liable for other damage caused as a result of a slightly negligent breach of duty by us or our subcontractors as follows:
a) for damage caused by delays or failure to perform the service owed, but limited to the order amount;
b) in the event of defects, we shall compensate the customer for damage to the vehicle manufactured, maintained or modified as part of our service if there is a material defect that significantly impairs its usability and for which we are responsible. We shall only be obliged to compensate for any damage beyond this if the defect results from a breach of generally accepted technical regulations or if the defect arises from the lack of contractually agreed characteristics.
Our liability shall be excluded for all other damage arising from a slightly negligent breach of duty caused by us or our subcontractors.
11. Applicable law
The law of the Federal Republic of Germany shall apply, with the exception of the UN Convention on the International Sale of Goods (CISG).
12. Place of jurisdiction
12.1 If the customer is a business entity within the meaning of Section 38 of the German Code of Civil Procedure (ZPO), Rheinmünster shall be agreed upon as the place of jurisdiction. However, we shall also be entitled to initiate legal proceedings at the general place of jurisdiction of the customer.
12.2 Rheinmünster shall always be agreed upon as the place of jurisdiction if the customer does not have a general place of jurisdiction within the Federal Republic of Germany.
(Date: 1 July 2011)