deendede

terms and conditions

I. Scope of application

 

1. The terms of sale set out below apply to all delivery and execution contracts which are concluded between Purchasers and the Seller, i.e. Kurt Willig GmbH & Co.KG, if these are contracts with entrepreneurs in terms of Section 14 BGB[1] (B2B transactions) or corporate bodies under public law or public law special funds. They shall apply to all offers and sales of brand new and used machines/trucks/toppers or other products. The Purchasers to whom goods are sold are end consumers. Goods shall not be resold by Purchasers within the framework of executing commercial activities or activities as self-employed persons. If nothing else is agreed, Purchasers shall have the right to resale goods to entrepreneurs in terms of Section 14 BGB upon the condition that it is guaranteed that, in the framework of resale chains, goods will not be resold to consumers in terms of Section 13 BGB as end consumers.

 

2. Deviating and contradictory general terms and conditions from Purchasers are only binding for the Seller if this was expressly confirmed by the Seller in writing.

 

3. These General Terms and Conditions also apply to all future transactions with costumers, if this concerns legal transactions of similar nature.

 

4. Place of fulfilment and exclusive venue for both parties to the contract in relation to all current and future claims resulting from the business relationship – also for special procedures deciding claims arising out of a bill of exchange and summary procedures where plaintiffs rely entirely on documentary evidence – shall be the court of Straubing (registered office of Kurt Willig GmbH & Co. KG).

 

5. The law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the international Sale of Goods as at 11 April 1980 does not apply. In addition, the European Principles of Contract Law (EPCL), as well as the United Principles of International Commercial Contracts (UP) shall be excluded.

 

 

 

II. Offer and contract conclusion

 

1.  All offers submitted by Kurt Willig GmbH & Co. KG are non-binding and do not represent engagements. The clients' orders in our on-line shop represent a binding offer to us for the conclusion of a sales contract. If clients submit orders to us, we, in return, will send an e-mail to clients confirming the receipt of the orders and stating their details (order confirmation). Order confirmations do not represent an acceptance of the clients' offers. They are only intended to inform clients that their orders were received by us. A sales contract comes about only if we deliver ordered products to the clients or if we confirm the delivery to the clients in a second e-mail (shipping confirmation). Up to this moment, Kurt Willig GmbH & Co. KG has in particular the right to refrain from delivering offered goods, especially if these goods are not available. A claim to delivery of the goods arises only at the moment when the offer is accepted by Kurt Willig GmbH & Co. KG.

Kurt Willig GmbH & Co. KG has the right to accept other orders within a reasonable period of time (however, up to a maximum of 14 days) after the order was received.

 

2. Legal relationships between the Seller and Purchaser shall be exclusively governed by the contract concluded in writing, including the General Terms and Conditions at hand. Supplements and addenda to the concluded contract, including the General Terms and Conditions at hand and in particular related to the written form requirement itself, shall be made in writing in order to become effective.

 

3. The Seller reserves the rights in relation to all offers submitted by them, as well as to all samples, drawings, images, calculations, leaflets, catalogues, models, as well as other documents and media provided to Purchasers. Without the Seller's express approval, Purchasers shall have no right to grant third parties access to these goods, neither to the products nor to their content, to make them known to third parties or to make use of or copy them themselves or by third parties. Upon the Seller's request, Purchasers have to give back all these goods to the Seller and to destroy all copies which might have been produced if these are no longer required for the ordinary day-to-day business, or if negotiations do not result in a contract conclusion.

 

4. Orders from clients from abroad via our on-line shop also represent a binding offer to us for the conclusion of a sales contract. If clients from abroad submit orders to us, we will calculate applicable delivery costs for each individual order and communicate these to the clients. A sales contract is concluded at the earliest when we deliver ordered products to the clients or when we confirm the conclusion of a sales contract in any other way, e.g. by sending an invoice.

Up to this moment, we have in particular the right to refrain from delivering the offered goods, especially if these goods are not available. A claim to delivery of goods arises only at the moment when we accept the offer.

 

 

III. Prices and payment, conditions of payment

 

1. Our prices are calculated ex works in Euros – excluding discounts or any other reductions – plus VAT applicable at the time of delivery and, as may be the case, plus packaging, delivery and customs, as well as charges and other public dues. Special advantages will not be granted.

 

2. All costs relating to transport insurance, loading, transferring, as well as custom duties and stamp taxes shall be borne by the Purchaser.

 

3. In general, orders are governed by the prices applicable at the delivering date.

 

4. If nothing else is agreed on, all invoices issued by the Seller are due immediately and without any reductions. The purchase price and prices for ancillary services are due at the latest upon handing over the object of purchase and upon issuing or sending invoices for payment. Regarding payment in advance, it is considered that the purchase price including delivery costs is due immediately. On the basis of Section 286 Sub-section 34 BGB, arrears occur 30 days at the latest after the invoice or an equivalent payment schedule was due and received, if Purchasers do not fulfil. The payment date is subjected to the receipt by the Seller.

 

5. 30 days at the latest after payment is due, Purchasers have to pay interest on arrears to the amount of 8 percentage points above the base lending rate (Section 247 BGB). The Seller reserves the right to give evidence of higher damages caused by default.

 

6. Payment instructions, cheques and promissory notes require special agreement and shall be accepted only on account of payment, not in lieu of fulfilment in terms of Section 364 BGB. Purchasers have to bear all collection and discount expenses. Renegotiations and prolongations shall not be considered as fulfilment in terms of Section 362 BGB.

 

7. If a considerable risk for the claim for payment occurs, the Seller shall have the right to demand advance payments or a sufficient security. If Purchasers deny such advance payment or security, the Seller shall have the right to withdraw from the contract and to assert a claim for damages.

 

8. Incoming payments pay off costs first, followed by interests and finally the principal claim. In case of several claims, the claim which has been in existence for a longer period is paid off first.

 

 

 

IV. Shipping and delivery time

 

1. If in individual cases nothing else is agreed on, deliveries occur ex domestic works (registered office of Kurt Willig GmbH & Co. KG). If Purchasers request that the delivery occurs ex foreign works or that goods are collected abroad, a lump-sum delivery charge may be invoiced. Goods are generally delivered uncovered.

 

2. The Seller reserves the right, in particular at the beginning of business relationships, to make agreements with customers for each relevant order, stating that delivery and fulfilment by the Seller will be carried out only on advance payment or on a security deposit.

 

3. Terms and deadlines which the Seller indicates for the delivery and fulfilment always have to be considered as approximate, unless a fixed term or a fixed deadline have expressly been promised or agreed on. Businesses to be performed at a fixed point in time are not conducted. If a delivery was agreed on, delivery times and delivery dates refer to the time of handing over goods to haulage contractors, carriers or any other third party in charge of the transport.

 

4. If, at any time prior to delivery, Purchasers require an amended fulfilment of the object of purchase, a new delivery time has to be agreed on.

 

5. Without prejudice to rights resulting from the Seller's arrears, the Seller shall have the right to request an extension of delivery and fulfilment terms or a postponement of delivery and fulfilment terms from Purchasers, by the period by which customers do not meet their contractual obligations to the Seller.

 

6. Without any special contractual agreement, the Seller has the right to make deliveries by instalments on the condition that these instalments can be used by Purchasers in the framework of the intended use which was contractually agreed, that delivery of the other ordered goods is guaranteed and that, as a result, Purchasers do not incur considerable additional expenses or costs (unless the Seller agrees to bear these costs).

 

7. Delayed delivery, liability in case of delayed delivery

 

a) If basic sales contracts concern businesses to be performed at a fixed point in time in terms of Section 286 Sub-section 2 Sentence 1 BGB or in terms of Section 376 HGB[2], the Seller shall be liable on the basis of legal requirements. The same applies if Purchasers, as a consequence of a delayed delivery due to reasons within the Seller's control, have the right to claim a discontinuation of interest in a further execution of the contract. In this case, the Seller's liability shall be limited to foreseeable damages which may typically result, if delayed deliveries are not based on intentional infringement of the contract due to reason