General terms and conditions of business (as of: 12/2016)
The terms and conditions listed below shall apply to all purchase, exchange and supply contracts, unless otherwise agreed in writing Terms and conditions of business of the Customer shall only apply if we agree to these in writing.
Our products and services are intended exclusively for entrepreneurs as defined in §14 of the German Civil Code (Bürgerliches Gesetzbuch - BGB).
2. Conclusion of the contract
All offers shall be subject to confirmation. A legally binding sales agreement shall not come into existence until the time of the order confirmation, whereby the contents of the confirmation shall be solely decisive. Order confirmations by computer shall also be legally effective without a signature. Technical data, images, drawings, weight and measurement statements shall only be binding if confirmed in writing. Construction changes shall remain reserved. Statements in prospectuses and operating instructions shall not be deemed to represent guaranteed properties. The Customer shall be responsible for checking the usability of our goods.
Agreements otherwise worded terms and conditions which are drafted orally, by telephone, telegraphically or by means of electronic messaging systems shall only be binding if subsequently confirmed by us in writing. Costs which are incurred due to alterations or cancellations of confirmed orders shall be borne by the Customer.
In case of orders and deliveries between ourselves and customers located abroad, the laws of the Federal Republic of Germany are hereby agreed for all of the business relationships, regardless of the legal basis upon which they are founded. In the event that German law does not apply, the applicable provisions and regulations of the Eruopean Union shall apply, to the exclusion of EU purchasing laws.
Statements concerning the delivery deadline shall be considered to be of an apporximate nature.
Agreed delivery deadlines shall commence on the day of the receipt of the full invoice amount (including value added tax and shipping costs), in the event that advance payment has been agreed. Should payment upon receipt of the invoice have been agreed, agreed delivery deadlines shall commence on the day on which the sales agreement comes into existence.
The delivery deadline shall commence at the time of order confirmation.
The expected delivery date will be stated in our documents. Should no expected delivery date be able to stated for the delilvery, this shall be noted accordingly in our documents. We will inform the Customer seperately of changes to the delivery date.
Should we be unable to fulfil our obligation due to unforeseen circumstances which we were not able to prevent despite reasonable care, the delivery deadline shall be extended by the duration of the delay. Should the delivery or service become impossible in full or in part due to the said circumstances, we shall be released from the delivery obligation in full or in part and can rescind the contract.
We shall be entitled to make partial deliveries. Each partial delivery can be charged for seperately.
4. Force majeure
Force majeure, operational disruptions, strikes or other hindrances on our part or on the part of our suppliers for which we are not responsible shall release us from our obligation to provide delivery for the duration of the disruption and its effects.
For the shipping, we will use the most secure and cheapest option in accordance with our descretion. Deliveries shall take place ex-factory.
The risk shall be transferred to the Customer once we have handed the goods over to the shipping company or have made the goods available to the Customer. We shall not be responsible for delays which are caused by the shipping company. Should the shipping be delayed due to reasons for which the Customer is responsible, the risk shalll be transferred to the Customer at the time of notification of readiness for dispatch. In such a case, we will store the goods at the expense of the Customer; in case of storage in the factory, we will charge a monthly fee of at least 0.5% of the invoice amount of the goods which are being stored.
6. Price; payment terms
The statutory value added tax will be added to the stated prices. From the third month following conclusion of the contract, we shall reservce the right to increase the agreed prices accordingly if cost increases occur, in particular due to wage agreements or increases to cost of materials. The Customer shall have the right of corresponding proof.
Prices are exclusive of packaging and shipping.
Our invoices shall be payable in accordance with the payment terms set out there in.
The Customer shall only be entitled to early payment discounts if this is expressly agreed upon and if the Customer is not in default with other payments at the time of granting of the discount.
In case of first deliveries, we shall reserve the right to make delivery in consideration of cash on delivery or advance payment. Payments shall only be deemed to have been made once the funds are freely available to us at a bank.
Payments shall be calculated regardless of any payment provisions of the Customer in accordance with §366,367 of the Germany Civil Code (BGB). Cheques will only be accepted if agreed in advance. Should justified doubts exist concering the payment capabiliy of the Customer or should the opening of insolvency proceedings against its assets be applied for, we shall be entitled, should we so choose, to make our claim due or to demand advance payment or the provision of security. The Customer may only set off against our claims with undisputed counterclaims or with counterclaims which have been recognised by a court. The Customer shall not be entitled to withhold or reduce invoice amounts which are due in case of complaints concerning the goods.
7. Reservation of ownership
We shall reserve ownership of the delivered goods until the Customer has settled all claims under the business relationship with us and has redeemed received bills of exchange.
The customer shall be entitled to sell on the delivered goods in the course of ordinary business dealings. The Customer hereby assigns to us all claims to the amount of the invoice sum which are accrued to it against a third party by means of the resale. We hereby accept the assignment. Following the assigment, the Customer shall be entitled to collect the claim. We shall reserve the right to collect the claim ourselves, should the Customer not properly fulfil its apyment obligations and enter payment default.
The handling and processing of the delivered item shall always take place in our name and on our behalf. Should processing with objects which do not belong to us take place, we shall acquire co-ownership in the new item to the relationship of the value of the object delivered by us with the other processed objects. The same shall apply should the delivered object be mixed with other objects which do not belong to us.
The Customer may only sell the goods which are subject to reservation of ownership in the course of ordinary business dealings and may not pledge these or provide these as security. The Customer must notify us immediately of any third party attacks. On our request, the Customer must insure, at its own expense, the goods which are subejct to reservation of ownership share in the sold goods. The Customer shall be entitled to collect the claims, provided that it complies with its payment obligations in relation to us.
Should the assertion of our claims appear endangered to us, the Customer must, on our request, enable the taking back of the goods which are subject to reservation of ownership, notify its consumers of the claim assignments and provide us with all necessary information and documents. We shall be entitled to disclose the assignment to the customers of the Customer. The retaking of goods subject to reservation of ownership shall not lead to recission of the contract.
Should the value of the securities exceed our claims by more than 20%, we shall release securities to this extent according to our feee choice, following a request by the Customer.
In all cases, owenership rights and copyright in respect of our drawings and other documents shall remeian with us. These may not be made accessible to third parties.
8. Complaints and warranty
Warranty rights of the Customer shall be subject to it having properly fulfilled its inspection and complaint obligations owed under §377 of the German Commercial Code (HGB). The warranty period shall be 12 months from the time of delivery. The Contractor shall incur unlimited liability in accordance with the regulations of the German Product Liability Act (Produkthaftungsgesetz), in cases of the express assumption of a guarantee of procurement risk, as well as in cases of intentional or grossly negligent beaches of obligations. In addition, the Contractor shall incur unlimited liability in case of an intentional or negligent injury to life, body or health. In respect of damage to property and pecuniary losses which are caused by simple negligence, the Contractor shall only incur liability in case of the breach of essential contractual obligations (cardinal obligations). However the liability shall be limited to losses which were foreseeable at the time of conclusion of the contract and which are typical of the contract.
Should the Customer assert damages in lieu of performance in case of a simply negligent delivery delay on the part of the Contractor following the expiry of a reasonable periof of grace, this shall be limited to the additional costs of a covering purchase to be carried out, however to a maximum of the amount of the order value.
In case of defects to the delivered goods, the products will either be improved, redelivered or taken back at the invoice value, depending on our choice, should the goods be proven to be unusable due to circumstances which existed prior to the transfer of risk for which we are responsible, in particular due to defective construction, defective parts or defective performance.
Should the supplementary performance fail, the Customer shall be entitled to rescind the contractor or reduce the remuneration, regardless of any damages claims.
Defect claims shall be time barred 12 months from the delivery of the goods to our customer. Should the delivered goods demonstrate an obvious or other defect which already existed at the time of transfer of risk despite all the care which was applied. Carsig GmbH must receive a written defect complaint within 5 working days of the delivery of the goods, otherwise the defect shall be deemed to have been accepted by the Customer. Should the Customer fail to submit the defect complaint, the liability of Carsig in respect of the defect which has not been notified shall be excluded.
The warranty shall lapse should the Customer alter the article or have it altered by a third party without the agreement of Carsig and should the correction of the defect become more difficult or impossible as a result.
We shall not assume any guarantee for damage which is caused by natural wear and tear, incorrect assembly, defective of negligent treatment, improper storage, improper transportation, unsuitable in improper putting into operation or operating instructions or improper maintenance by the Customer or a third party engaged by it.
Samples are handmade models in respect of which we claim the copyright. The said samples may not be copied or made accessible to our competition without our agreement. Unless a calculation and approval takes place on our part, the samples shall remain our property and shall be returned to us without the need for a request, should no order be issued. No objections can be raised in respect of deviations connected to the manufacturing process.If our customer have a sample from us, it's released once we receive an official order from him.
11. Damages claims
Damages claims of any kind against us shall only exist if guaranteed properties are missing, essential contractual obligations are breached or a loss was caused by us or our vicarious agents intentionally or gross negligently. Our liability shall be limited to losses connected to the defct which are foreseeable. Otherwise, damages claims shall be excluded.
Claims under the German Product Liability Act (Produkthaftungsgesetz) shall not be affected by this provision.
Should the Customer rescind the order without good reasons od should the Customer fail to fulfil the contract, we shall be able to demand 25% of the order total as compensation. The assertion of provable higher losses shall remain reserved. The Customer shall retain the right to prove that a lowerl oss or no loss at all was incurred.
The Supplier hereby provides an undertaking that its deliveries correspond to the recognised rules of technology, the safety and other regulations, the statutory provisions, the agreed technical data (including DIN norms), as well as the guaranteed characteristics. Alterations to the object of delivery shall require our prior agreement. In addition, the following shall apply: VDA prohibition list and list of declarable substances.
13. Place of jurisdiction
Our place of business shall be the place of performance and place of jurisdiction. The law of the Federal Republic of Germany shall apply exclusively, also in case of transactions with foreign companies or deliveries to abroad. The provisions of the United Nations Convention concerning the International Sale of Goods (CISG) shall not apply.