§ 1 Validity of conditions
Deliveries, service and offers of Pulma Lederwarenvertriebsgesellschaft mbH – consecutively named the Seller – are carried out solely on the grounds of the following business conditions. This also applies to all future business relationships, even if they are not expressively stated. Confirmations to the contrary of the buyer, on grounds of his business or purchase conditions, are herewith objected. Deviations from these terms and conditions are only valid if confirmed in writing by the seller.
§ 2 Offer and completion of contract
Offers of the seller are non-binding. All orders issued to the seller require written confirmation to be valid.
§ 3 Dispatch
Dispatch takes place for the account and risk of the receiver. Packing to be billed at cost. Dispatch takes place in commercial way without liability for cheapest transport.
§ 4 Terms of payment and prices
Prices are valid ex works. In case of orders with a fixed date or repeat orders the seller reserves the right to charge the current price. Invoices are due immediately and payable within 10 days after invoice date with 3 % cash discount, 20 days 2 � cash discount or 30 days net. In case payments are overdue, the usual bank interest will be charged. If the seller should learn of circumstances that challenge the creditworthiness of the buyer, in particular if he does not cash a cheque, or ceases payment or if the seller learns of other circumstances that challenge the creditworthiness of the buyer, the seller is entitled to declare the entire remainder of the debt due, even, if he has accepted cheques. In such case the seller is also entitled to demand advance payments or securities. Even if claims or counterclaims have been asserted, the buyer is entitled to compensation, retain money or impairment only in case the counterclaims have been established as final and absolute or undisputed.
§ 5 Delivery times
Delivery times or deadlines require the written confirmation of the seller to be binding. Delays in delivery or service under acts of nature beyond control, in particular events that hamper the delivery of the seller considerably or make it impossible, (in particular strike, lock-out, war, official orders, trouble in obtaining or procurement, etc.), even if they occur with suppliers or their subcontractors, are not the responsibility of the seller even if binding dates and deadlines have been agreed on. They entitle the seller to at his discretion – rescind the contract, in whole or in part or to defer the delivery period by the duration of the impediment, taking into account reasonable start-up times. If the delay is excess of three months, the buyer is entitled – after an appropriate grace period – to withdraw from the unfulfilled part of the contract. If the delivery time is prolonged or if the seller should be released from his obligation, the buyer has no right to derive compensation claims herefrom. The seller shall only be entitled to appeal to the above circumstances if he notifies the buyer of such circumstances without delay.
§ 6 Claims
Any defects shall be made known to the seller by the buyer in writing without delay and no later than one week after delivery of the goods. Defects that cannot be detected within this period in spite of a careful examination are to be reported by the buyer in writing immediately. Deviations that customary in the trade, such as colour, grain, shading, sorting, etc. cannot be seen as defects. All dimensions stated are approximations. The seller is not liable for any material damages resulting from poor stock keeping or transportation. In case of returned goods, the seller reserves the right to supply replacement or to issue a credit note.
§ 7 Reservation of proprietary righty
The delivered goods shall remain our property until the sale price has been paid in full. In case he is a registered trader, the buyer is entitled to sell the goods supplied under reservation of title within the course of orderly business practices. Pledging or assignment as security of reserved goods, is not permitted. The buyer already assigns claims in full to the seller arising from resale or another legal basis (insurance, unlawful act, etc.) with regard to the retained goods by way of security. The seller shall confer revocable authority to the customer to collect, on his behalf, the claims assigned to the seller. This authorisation can only be revoked if the buyer does not properly meet its payment obligations.
In cases where third parties access the goods subject to reservation of title, the buyer is obligated to point to the ownership of the seller and to inform him without delay. In case of a manner contrary to the terms of agreement, in particular delay in payment, the seller is entitled to withdraw the goods subject to reservation of title, or if applicable, demand that the buyer surrender his rights to recover possession from a third party. The withdrawal of the goods and the seizure of the reserved goods by the seller shall not be regarded as a withdrawal of the contract by the seller, insofar as the (German) instalment payment act is not applicable.
§ 8 Applicable law, place of performance, place of jurisdiction
The laws of the Federal Republic of Germany shall apply for these terms and onditions and all legal relationships between the seller and the buyer. Bad Sobernheim/Nahe is the agreed place of performance for all obligations between the seller and the buyer. If the customer is a registered trader in terms of the Commercial Code, Bad Sobernheim/Nahe is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contract.
§ 9 Partial nullity
Should any provision under these terms and conditions or any provision in the context of other agreements proving to be or becoming ineffective, the effectiveness of all other provision or agreements remain unaffected.