Our general terms and conditions of business
These English terms and condition of business are a translation of the German terms.Valid for all legal relationships are only the German terms, the English version is just given for your convenience.
I. General provisions
- Written communications between us authoritatively define the scope of the deliveries or services (hereafter: deliveries). Quotations and orders are only binding when confirmed in writing by GERRIETS GmbH. These communications can also be transmitted electronically. If contracts are agreed using electronic transactions, GERRIETS GmbH does not have to comply with the German laws on information requirements „§ 312e Abs. 1 S. 1 Nr. 1 bis 3 BGB“, but must merely ensure that the provisions of the contract including the general terms and conditions of business can be called up and stored in a reproducible form. GERRIETS GmbH must only supply additional information on request.
- The purchaser‘s general terms and conditions of business only apply if GERRIETS GmbH has expressly agreed to them in writing.
- GERRIETS GmbH retains all rights without restriction on estimates, drawings and other documents (hereafter: documents). Without the previous written agreement of GERRIETS GmbH, documents must not be made available to 3rd parties and, if the order is not placed with GERRIETS GmbH, on request these must be returned immediately. Paragraphs 1 and 2 apply accordingly for the purchaser‘s documents although these may be made accessible to third parties to whom GERRIETS GmbH transfers permissible contractual obligations.
- For standard software, the purchaser has the non-exclusive rights to use the agreed features in unchanged form on the agreed devices. The purchaser may create two backup copies without express agreement.
- Partial deliveries are permissible provided this is reasonable for the purchaser.
- It is agreed that the invoice recipient accepts electronic billing pursuant to German laws § 14.
II. Prices and conditions of payment
Our prices are - with a minimum order value of 150,00 € net - carriage paid from Umkirch, including standard packaging (costs for special packaging are calculated), plus the respectively applicable VAT. If the minimum order value of 150,00 € is not met, a minimum quantity surcharge of 50,00 € net will be charged.
For quantities corresponding to our standard lengths and available short pieces, we calculate the unit price. For quantities deviating from our standard piece lengths, we calculate the coupon price.
- In the textile industry it is not unusual, that variances up to 10 % may occur in the confirmed piece lenghts when buying running meters. If such a variance does occur, we will either charge or credit the price difference according to the actual shipment.
- If you cancel an already given order, we will charge you 10% of the commodity value (at least 50,00 €) for the handling. Additionally, any services provided or work performed associated with manufacturing will be charged on a time and materials basis. Any goods that have been cut or custom manufactured to customer specifications cannot be cancelled or returned..
- If GERRIETS GmbH has agreed to carry out the installation and nothing else has been agreed, apart from the agreed payment, the purchaser will bear all of the necessary expenses such as travelling expenses, costs for the transport of the tools and personal luggage as well as accommodation allowances.
- Payments are to be made to GERRIETS GmbH net supplier‘s account. Payments by cheque or promissory note will be accepted for processing only and promissory notes must be agreed in advance by GERRIETS GmbH. GERRIETS GmbH accepts no liability for the punctual placing of a protest about a promissory note.
- The purchaser is in default if he does not pay, following a reminder from the vendor, which will follow payment being due. Apart from that, the purchaser is in default if he does not pay by the date noted in the contract. The legal ruling whereby the debtor is also automatically in default 30 days after an invoice is received, is unaffected by this.
- If payment is late, standard bank interest on arrears, but at least 3% over the Deutsche Bundesbank 3 month Euribor rate, will be charged. Interest can be higher or lower, if we can show a debt with a higher interest rate or the purchaser a lower debt. This does not preclude making further claims for compensation for damages caused by delay.
- The purchaser can only set off claims which are indisputable or which have been legally established.
III. Retention of title
- The subject of the deliveries (goods subject to retention of title) remain the property of GERRIETS GmbH until all claims on the purchaser resulting from the commercial relationship have been settled in full. If the value of all of the security interests to which GERRIETS GmbH is entitled exceeds the amount of all secured claims by more than 20%, then if requested by the purchaser, GERRIETS GmbH will release a corresponding part of the security interests.
- While title is retained, the purchaser is forbidden from pledging the purchased goods as collateral or assigning them as security. Resale of the goods is only permitted for resellers in their usual business under the condition that the reseller cedes the rights to the resulting receivables to GERRIETS GmbH. GERRIETS GmbH will accept this cession. The purchaser is however entitled, until revoked, to collect these receivables for GERRIETS GmbH. GERRIETS GmbH‘s retention of title extends to cover the full value resulting from processing of the goods subject to retention of title.
- The customer must inform GERRIETS GmbH immediately of seizures by third parties, in particular distraints, confiscations or other dispositions of our goods and accounts receivable.
- In the case of breaches of duty by the customer, in particular default in payments, GERRIETS GmbH is entitled to withdraw from the contract and demand the return of the goods following unsuccessful expiry of a suitable period of respite set for the performance of the customer; the statutory regulations on the dispensability of the appointment of a date remain unaffected. The customer is then obliged to surrender the goods.
IV. Delivery dates & delay
- Delivery dates depend upon the written confirmation of these dates by GERRIETS GmbH and on the punctual arrival of all documents to be supplied by the purchaser, of all necessary approvals - especially of plans - as well as the maintenance of the agreed conditions of payment and other obligations by the purchaser. If these conditions are not met punctually, then delivery times will lengthen accordingly; this does not apply if GERRIETS GmbH is responsible for the delay.
- If delivery dates cannot be met due to Acts of God or an industrial dispute then the delivery times will lengthen accordingly.
- If GERRIETS GmbH is behind schedule the customer can demand compensation for every full week of the delay - provided he can prove that he has suffered damages – of 0.5 %, though in total a maximum of 5 % of the price for the part of the delivery that could not be put into expedient operation on account of the delay.
- Both claims for compensation on the part of the purchaser due to delayed delivery and claims for compensation instead of performance above and beyond the limits named in no. 3 are excluded in all cases of delayed delivery, even after expiry of a period of respite for the delivery set for GERRIETS GmbH. This does not apply where GERRIETS GmbH is subject to mandatory liability in cases of deliberation, gross negligence or on account of injury to life, body or health. The customer can only withdraw from the contract within the scope of statutory regulations if GERRIETS GmbH can be held responsible for the delayed delivery. The foregoing regulation does not entail a change in the onus of proof to the disadvantage of the purchaser.
- The customer is obliged to state whether he intends to cancel the contract due to the delay or insist on the delivery within a suitable period on request by GERRIETS GmbH.
- If the acceptance is delayed by the purchaser by more than one month after notification of the readiness for dispatch, the purchaser can be charged storage costs amounting to 0.5 % of the price of the articles of the deliveries, to a maximum total of 5 %. The contractual parties are free to prove higher or lower storage costs.
V. Transfer of risk
- The risk passes to the purchaser even for freight paid delivery as follows:
- or deliveries without installation or assembly, if they have been dispatched or collected. If requested by the purchaser, deliveries from GERRIETS GmbH can be insured against the usual risks of transport, at the purchaser‘s expense.
- for delivery with installation or assembly on the day of the handover to the purchaser‘s operation or, if agreed, after fault-free test operation.
- If the dispatch, delivery, the start or execution of installation or assembly, the transfer to the purchaser‘s operation or test operation are delayed for reasons for which the purchaser is responsible, or the purchaser delays acceptance for other reasons, the risk is transferred to the customer as soon as the delay starts.
VI. Installation and assembly
For every type of installation and assembly, unless otherwise agreed, the following conditions apply:
- The purchaser has to bear the costs for, and to punctually supply:
- all earthworks, building work and other auxiliary works from other sectors, including the necessary specialists and labourers, building materials and tools.
- the items and materials required for assembly and commissioning, such as scaffolding, lifting equipment and other appliances, fuel and lubricants.
- energy and water at the point of use including the connections, heating and lighting.
- at the installation location, enough suitably large, appropriate, dry and lockable rooms to store the machine parts, apparatus, materials, tools etc., and for the installation staff, appropriate working and rest rooms, including sanitary systems appropriate for the circumstances. To protect the supplier‘s property and the property of the installation staff, the purchaser also has to take the same measures that he would take to protect his own property.
- protective clothing and equipment which is necessary owing to the particular circumstances at the installation location.
- Before installation work starts, without prompting, the purchaser must make the necessary details available about the location of concealed electricity, gas and water lines or similar systems, as well as the necessary static information. The purchaser must also name, in writing, the responsible building site manager who can provide effective explanations for the purchaser.
- Before the installation or assembly starts, all of the supplies and items necessary to start work must be at the installation location and all preparatory work must have progressed so far that the installation or assembly can start as agreed and can be carried out without interruption. Approaches and the installation or assembly location must be level and clear.
- If the installation, assembly or commissioning are delayed for reasons for which the supplier is not at fault, the purchaser has to bear the costs at an appropriate level for the waiting time and any additional journeys by GERRIETS GmbH or the installation staff.
- The purchaser must promptly certify to GERRIETS GmbH on a weekly basis, the duration of the working time of the installation staff as well as the completion of the installation, assembly or commissioning.
- Following completion, if acceptance of the delivery is requested by GERRIETS GmbH, the purchaser must do this within two weeks. Should this not be done, acceptance will then be presumed. Acceptance will also be presumed, if the delivery - possibly after the conclusion of an agreed test phase - is put into operation.
- The purchaser may not refuse acceptance of deliveries in the event of a nonessential defect.
- Standard commercial or negligible, technically unavoidable variations in the quality, colour, width, quantity, weight of the fittings or design do not justify complaints. We reserve the right to deliver more or less following standard commercial practice.
VIII. Guarantee for defects
- If a defect is found in deliveries or services during acceptance, GERRIETS GmbH will decide whether to correct the defect or to provide a defect free delivery/service (supplementary performance). In case of a redelivery, the purchaser must give up the defective item.
- Guarantee claims expire in 12 months This does not apply where German law defines longer term [§§ 438 Abs. 1 Nr. 2 (construction and items for construction), 479 Abs. 1 (right of recourse) and 634a Abs. 1 Nr. 2 (building defects)], or where there is injury to life, body or health in cases of deliberate breach of duty or gross negligence by GERRIETS GmbH and by malicious concealment of a defect. The legal regulations about expiry delay, suspension and restart of the statutes of limitations are unaffected.
- The purchaser must immediately inform GERRIETS GmbH of any defects in writing. Goods that have been cut to size cannot be returned.
- For notices of defects, the purchaser‘s payments may be reduced by an amount that is commensurate to the defects concerned. The purchaser may only withhold payment if a notice of defects has been supplied about the validity of which there can be no doubt. If a notice of defect is not justified, GERRIETS GmbH is entitled to claim the costs arising from the purchaser.
- GERRIETS GmbH must be permitted 3 attempts to remedy defects within an appropriate period. If the remedies fail, the purchaser - regardless of any claims for damages according to article XI - can withdraw from the contract or reduce the payment.
- Warranty claims do not exist for irrelevant deviations from the agreed condition, for an only negligible negative effect on the serviceability, for natural wear or damage caused after the passage of risk due to incorrect or negligent handling, excess loads, unsuitable operating materials, faulty building work, ground unsuitable for building or on the grounds of special influences that were not assumed according to the contract, as well as for non-reproducible software faults. If improper modifications or repairs are carried out by the purchaser or third parties, no warranty claims can be accepted for these and their consequences.
- Claims by the purchaser are excluded for the costs necessary to remedy defects, especially transport, mileage, labour and material costs, if the costs increase because the delivery is subsequently made to a different location than the purchaser‘s branch office, unless the transfer corresponds to its proper use.
- The purchaser only has a right of recourse against GERRIETS GmbH according to German law (§ 478 BGB - company‘s right of recourse) insofar as the purchaser with their purchaser has not made any agreements in excess of the legal rights to a guarantee. For the scope of the right of recourse according to German law (§ 478 Abs. 2 BGB) no. 8 applies accordingly.
- Article XI applies for claims for damages (other claims for damages). More extensive claims for defects or claims other than those listed in article VIII by the purchaser against GERRIETS GmbH and its agents are excluded.
IX. Industrial property rights and intellectual property rights; defects of title
- If not otherwise agreed, GERRIETS GmbH is only obliged to make delivery free from industrial property rights and the intellectual property rights of third parties (hereafter: property rights) in the country of the delivery location. If a third party makes a justified claim against the purchaser due to a violation of property rights by the delivery made by GERRIETS GmbH, which was used as contractually agreed, GERRIETS GmbH is liable to the purchaser within the period specified in article VIII no. 2, as follows:
- GERRIETS GmbH will at its own cost choose whether to obtain usage rights for the affected delivery, to change it so that the property rights are not violated, or make a replacement (supplementary performance). If this is not possible to reasonable conditions, then the purchaser has the usual statutory rights to withdraw from the contract or reduce payment. GERRIETS GmbH‘s obligation to meet claims for damages are described in article XI.
- GERRIETS GmbH‘s above-mentioned obligations only exist if the purchaser immediately notifies GERRIETS GmbH in writing of the claims made by a third party and does not admit to any violations, leaving all defensive measures and negotiations to GERRIETS GmbH. If the purchaser ceases to use the delivery, to minimise damages or for other important reasons, he is obliged to notify the third party that the cessation of use does not imply any acceptance of a violation of property rights.
- The purchaser may make no claims if he is responsible for the violation of the law of obligations.
- Purchaser‘s claims are also excluded if the violation of the law of obligations was caused by the purchaser‘s particular specifications, by a use which could not be anticipated by GERRIETS GmbH, or if it was caused by the delivery being modified by the purchaser or by its use together with products that were not supplied by GERRIETS GmbH.
- If property rights are violated, for the purchaser‘s rights as described in 1 a) the provisions in articles VIII no. 4, 5 and 9 also apply accordingly.
- For any other defects of title, the provisions in article VIII apply accordingly.
- More extensive claims for defects of title other than those listed in this article IX by the purchaser against GERRIETS GmbH and its agents are excluded.
X. Impossibility, changes to the contract
- Should delivery prove to be impossible, the purchaser is entitled to request compensation for damages unless GERRIETS GmbH is not responsible for the impossibility. However the purchaser‘s claim for damages is restricted to 10% of the value of that part of the delivery which could not be put into appropriate operation owing to the impossibility. This restriction does not apply in the event of mandatory liability for cases of deliberation, gross negligence or on account of injury to life, body or health; this does not entail a change in the onus of proof to the disadvantage of the purchaser. The right of the purchaser to withdraw from the contract is unaffected.
- If unforeseeable events in the sense of article IV no. 2 significantly change the commercial significance or the content of the delivery, or have a significant effect on GERRIETS GmbH‘s operations, the contract will be modified on the principle good faith. If this is commercially untenable, GERRIETS GmbH has the right to withdraw from the contract. If GERRIETS GmbH wishes to make use of this right, as soon as the extent of the consequences of the event is clear, it must inform the purchaser without delay, even if a delayed delivery date was initially agreed with the purchaser.
XI. Other claims for damages
- Claims for damages or expenses by the purchaser (hereafter: claims for damages) for whatever cause in law, especially due to violations of duties from the contractual obligation and claims in tort are excluded.
- This does not apply for mandatory liability e.g. according to the German product liability law, for intent, for gross negligence, on account of injury to life, body or health, or for the violation of essential contractual obligations. Claims for damage due to the violation of essential contractual obligations are however limited to the contractually typical, predictable damages, provided there is no liability due to intent or gross negligence, or due to injury to life, body or health. The foregoing does not entail a change in the onus of proof to the disadvantage of the purchaser.
- If the purchaser is entitled to claim for damages according to this article XI, this expires after the expiry of the period for claims for material defects according to article VIII no. 2. With claims for damages according to the German law on product liability, the statutory limitations apply.
XII. Place of jurisdiction and applicable law
- The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of GERRIETS GmbH. GERRIETS GmbH is however also entitled to take legal action at the purchaser‘s registered office.
- German law is applicable for all legal relationships associated with this contract, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
XIII. Validity of the contract
If individual provisions in this contract are invalid or cannot be implemented this will not affect the validity of the remaining provisions. This does not apply if adhering to the contract would mean unreasonable hardship for one party.