Terms of delivery and payment
(1) The following conditions shall apply for all transactions with
the Buyer, also for transactions in the future, unless otherwise
agreed in writing for the individual case; we do not accept any
contradictory conditions or conditions of the Buyer deviating from
our conditions of sale, unless we had expressively agreed to their
validity in writing. Our conditions of sale shall also apply if we
perform the delivery without reservation, although we are aware
of contradictory conditions or conditions of the Buyer deviating
from our conditions of sale.
(2) All agreements as well as changes to the contract require the
written form; any amendment of this provision shall also require
the written form.
(3) The Buyer shall not be entitled to assign to any third party his
rights from the contractual relationship with GDP GmbH without
expressive approval in writing.
(4) Our conditions of sale are applicable only towards entrepreneurs in terms
(5) The „International Commercial Terms (Incoterms)“ of the
International Chambre of Crafts in their applicable version shall
apply to the interpretation of such commercial terms.
§ 2 Offer, bidding documents
(1) Our offers are always non-binding and shall be binding only
by our written confirmation of the order; our offers are valid
for three months from the date of preparation. If the order is
qualified as an offer according to § 145 BGB, we can accept it
within 2 weeks.
(2) We reserve the right of ownership and the copyright in
illustrations, drawings, calculations and other documents. This
shall also apply to such written documents which are identified as
“confidential”. Any distribution to third parties on the part of the
Buyer requires our prior expressive approval in writing.
(1) Our prices are applicable “ex works“ Saarwellingen, including packaging, provided
(2) The prices from the current pricelist (net prices), which is valid
at the time of our offer and/or our order confirmation shall be
applicable plus the statutory VAT, provided nothing else is expressively stated in the
(3) Any deduction of cash discount requires a separate agreement in writing.
(4) The net purchase price (without deduction) shall be due for
payment within 30 days from the invoice date, provided that
nothing else is stated in the order confirmation.
The statutory regulations concerning the consequences of
delayed payment shall be applicable.
(5) The Buyer shall only be entitled to set-off rights if his counterclaims are finally
(1) The beginning of the delivery period stated by us requires the
clarification of all technical issues.
(2) Compliance with our delivery commitment also requires proper fulfilment of the
the defence of lack of performance of the contract.
(3) If the Buyer is in default of acceptance or if Buyer culpably is
in breach of other obligations to co-operate, we shall be entitled
to claim the damages incurred to us to this extent, including
possible additional expenses. Further claims or rights shall remain reserved.
(4) Provided that the requirements of clause (3) are applicable,
the risk of accidental perishing or accidental deterioration of the
sales item shall transfer to the Buyer at the time when the Buyer is
in default of acceptance or default of the debtor.
(5) We shall be liable according to the statutory regulations, if
the underlying sales contract is a business to be settled on a fixed
date in terms of § 286 clause 2 No. 4 BGB or § 376 HGB (German Commercial Code).
our delay in delivery, for which we are responsible.
(6) Furthermore, we shall be liable according to the statutory
regulations, if the delay in delivery is based on intentional or
grossly negligent breach of contract on our part; we shall also be
liable for any fault on the part of our representatives or vicarious
agents. If the delay in delivery is based on a grossly negligent
breach of contract on our part, our liability for damages shall be
limited to the foreseeable, typically occurring damage.
(7) We shall also be liable according to the statutory regulations,
if our delay in delivery is based on the culpable breach of a material contractual
(8) Furthermore, in case of delay in delivery, we shall be liable
for each completed week of default in the scope of a lump-sum
compensation for delay to the amount of 3% of the delivery
value, however as a maximum not more than 15% of the delivery
value.
(9) Further statutory claims and rights of the Buyer shall remain
reserved.
(1) Provided that nothing else is stated in the order confirmation,
the delivery is agreed to be “ex works“.
(2) The risk shall transfer to the Buyer as soon as the shipment
was delivered to the person in charge of the transport or has left
our Saarwellingen warehouse for the purpose of dispatch. If the
dispatch is delayed upon the Buyer’s request or for reasons, for
which the Buyer is responsible, the risk shall transfer to the Buyer
by our notification of readiness for dispatch.
(3) Wes hall be entitled, however not obligated, to insure the
shipment on behalf and for the account of the Buyer; on the request of the Buyer, we
(1) The Buyer shall inspect the delivery immediately after receipt
and shall immediately inform us on possible defects in writing in
terms of § 126b BGB or via e-mail.
(2) In case of a defect of the purchase item, we are entitled at
our discretion to subsequent performance in the form of removal
of defects or to supply a new item free of defects. In case of
removal of defects or replacement delivery, we are obligated
to bear all expenses required for the purpose of subsequent
performance, in particular costs of transport, travel, work and
material, provided that these costs will not increase as a result
of such transport of the purchase item to another place than the
place of performance.
(3) If the subsequent performance should fail, the Buyer at his
discretion shall be entitled to demand recission or reduction of
the purchase price.
(4) We shall be liable according to the statutory regulations,
provided that the Buyer claims for damages based on intent or
gross negligence, including intent or gross negligence of our
representatives or vicarious agents. To the extent that we are not
accused of wilful breach of contract, the liability for damages
shall be limited to the foreseeable, typically occurring damage.
(5) We shall be liable according to the statutory regulations if we
culpably are in breach of a material contractual obligation; also
in this case however, the liability for damages shall be limited to
the foreseeable, typically occurring damage. A material contractual obligation exists, if the
(6) The liability for culpable damage of life, body or health shall
remain unaffected; this shall also apply to the mandatory liability
according to the Product Liability Act.
(7) The liability shall be excluded, provided that nothing else is
agreed contrary to the provisions mentioned above.
(8) The statute of limitations for warranty claims is 12 months,
beginning from the transfer of risk.
(9) We shall only be liable for the provision of such information
and advice on the use of our products, for which we are not
already required due to secondary contractual obligation or by
act of law, if a special remuneration has been agreed upon for
such information and advice.
(1) Any further liability for damages than the liability provided in
§ 6 shall be excluded, regardless of the legal nature of the claim.
This particularly applies to claims for damages due to culpa
in contrahendo, due to other breach of duty or due to tortious
claims for damage to property according to § 823 BGB.
(2) The limitation according to clause (1) shall also apply if the
Buyer demands replacement of useless expenses instead of
claims for damages.
(3) If the liability for damages is excluded or limited towards us,
this shall also apply with respect to the personal liability for damages of our
§ 8 Retention of title
(1) We reserve the title in the purchase item until all payments
under the business relationship are received. In case of any
behaviour of the Buyer contrary to the contract, in particular in
case of delay in payment, we shall be entitled to withdraw the
purchase item. Our withdrawal of the purchase item shall constitute a recission from contract.
After return of the purchase item, we shall be entitled to its
exploitation; the proceeds of sale shall be credited against the
Buyer’s liabilities, minus reasonable costs of exploitation.
(2) In case of current accounts, the retention of title serves as
collateral for any balance claim.
(3) The Buyer shall immediately notify us in case of garnishment
or other third-party interventions so that we can take action
according to § 771 ZPO (German Code of Civil Procedure).
If the third party is not able to reimburse to us the legal and
extrajudicial costs of proceedings according to § 771 ZPO, the
Buyer shall be liable for the default incurred to us.
(4) The Buyer is entitled to sell the sales item in the course of his
ordinary business; however, the Buyer already now shall assign
to us all claims to the amount of the invoiced total amount (incl.
VAT) of our receivables, which accrue to him from the resale
towards his purchasers or third parties, regardless whether the
sales item was re-sold without processing or after processing.
The Buyer shall remain entitled to collect such receivables even
after the assignment. Our entitlement to collect the receivables
ourselves shall remain unaffected. However, we commit not to
collect the receivables as long as the Buyer meets his payment
obligations from the collected revenues, does not fall behind
with his payments and in particular as long as no petition in
settlement or insolvency proceedings has been filed or the Buyer
discontinues his payments. However, if this is the case, we may
demand that the Buyer informs us on the assigned claims and
their debtors, provides all information required for collection,
hands over the appropriate documents and informs the debtors
(third parties) on the assignment.
(5) Any processing or transformation of the purchase item is always made on our
behalf. If the purchase item is processed with other objects which do not belong
to us, we shall acquire the co-ownership in the new object on a pro-rata basis of the value
of the purchase item (invoiced total amount, incl. VAT) vs. the
other processed objects at the time of processing. Incidentally, for
the object formed by the processing, the same shall apply as for
the purchase item delivered under retention of title.
(6) If the purchase item is inseparably combined with other
objects not belonging to us, we shall acquire the co-ownership in
the new object on a pro-rata basis of the value of the purchase
item (invoiced total amount, incl. VAT) vs. the other combined
objects at the time of the combination. If the combination is accomplished
in a way that the object of the Buyer is to be considered the main object, it
is agreed that the Buyer shall assign to us the co-ownership on a pro-rata basis.
Thy Buyer shall keep safe for us the sole ownership or co-ownership accrued in such way.
(7) The Buyer shall also assign to us the claims for hedging our
claims towards the Buyer, which accrue to any third party due to
the combination of the purchase item with a real property.
(8) On the Buyer’s request, we commit to release the securities
we are entitled to insofar, as the liquidable value of our securities
exceeds the claims to be hedged by more than 20%; we shall be
entitled to choose the securities to be released.
§ 9 Place of jurisdiction – Place of performance
(1) If the Buyer is a registered trader, a legal entity under public
law or under special fund of public law, our place of business
shall be the place of jurisdiction; However, we shall be entitled
to sue the Buyer also at the court of his residence. The same
shall apply if the Buyer changes his place of residence or main
residence to outside of the scope of the German civil justice, if
this residence is unknown at the time of commencement of a
suit, or if the Buyer does not have a general place of jurisdiction
in Germany.
(2) The law of the Federal Republic of Germany shall exclusively
apply; the United Nations Convention on Contracts for the
International Sale of Goods shall be excluded. Our business
location Saarwellingen shall be place of performance, provided
that nothing else is stated in the order confirmation.
January 2012
