1.1 These General Terms and Conditions shall apply to all contracts and services which we conclude with our contractual partners. Deviating purchasing regulations, terms of supply or other General Terms and Conditions of the contractual partners are excluded insofar as we do not explicitly approve them in writing. The following General Terms and Conditions shall not apply to contracts which we conclude with consumers pursuant to § 13 of the German Civil Code (BGB).
1.2 German law shall apply for contractual relationships between Europlac s.r.o. and the contractual partners. Insofar as these General Terms and Conditions do not contain any regulations, the German Commercial Code (HGB) valid at the time the contract is concluded shall apply. Insofar as HGB does not contain any applicable regulation, the provisions of the German civil code (BGB) valid at the time the contract is concluded shall apply.
2.1 Our offers are subject to confirmation. Orders are binding to us only insofar as they are confirmed or fulfilled by us by the consignment of goods. Verbal supplementary agreements are valid only if they are confirmed by us in writing.
2.2 Provided that the buyer does not define a deviating time period, we are entitled to accept the buyer's offer within five working days. The acceptance period begins with the dispatch of the purchase order by the buyer. Acceptance shall normally take place by sending an order confirmation to the buyer.
3.1 Unless otherwise agreed, we shall provide the ordered goods packed and ready for collection in the Topolcany plant. The purchaser shall collect the goods there at his own cost and risk.
3.2 Agreed prices are quoted net, i.e. without value-added tax. Unless otherwise agreed, agreed prices include the costs of packaging.
3.3 Insofar as loading and dispatch are explicitly agreed, it shall be uninsured and at recipients risk; insofar as the buyer requests a specific manner of dispatch and the parties agree thereto, all resulting additional costs shall be borne by the buyer and will be invoiced separately.
3.4 As long as the buyer is in arrears with an outstanding payment, we are entitled to withhold delivery within the same contractual relationship or with respect to further orders and to refuse performance to this extent until the arrears have been paid up.
4.1 Our distribution partner Röhr GmbH is authorized to make collections. Payments to the Röhr GmbH have a discharging effect.
4.2 Invoices shall be due without deductions within 30 days after invoice date and are payable strictly net cash. We grant a 2% discount for payments that we receive within 10 days after the invoice date.
4.3 The buyer shall be in arrears, if he does not pay within 14 days after the due date at the latest; in the event that the date of receipt of the invoice is uncertain, the buyer shall be arrears at the latest 14 days after the due date and the receipt of goods. This does not apply as long and as far as payment does not take place due to circumstances for which the buyer is not responsible.
4.4 Bills of exchange are permitted only with our consent. Related expenses and costs, as well as the risk of timely presentation and protest shall be borne by the buyer.
4.5 If the buyer is in arrears with payments, we shall be entitled - without prejudice to our other rights - to demand advance payment for any delivery still outstanding. The buyer shall be entitled to avert such advance payments by providing an absolute bank guarantee payable on first demand issued by a German commercial bank in the amount of the advance payment owed, or by eliminating the arrears through immediate payment.
4.6 In the event of serious breaches of contract on the part of the buyer, we shall be entitled accelerate any and all claims founded on our business relationship.
4.7 Sett-off with counterclaims against our claims shall be excluded. This shall not apply to sett-off with non-contested or res iudicata claims or contested claims ready for court decision.
4.8 Permitted sett-off with counterclaims against our claims shall only be permitted, if the intention to set off with the claim was announced at least one month before the declaration of the set-off.
To the extent that it prevents performance, cases of force majeure shall exempt the contracting partners from their obligations for the duration of the interference and within the scope of its impact. If the delay resulting therefrom exceeds a period of six weeks, we have the right to withdraw from contract with regard to the affected scope of delivery.
6.1 The buyer must examine the goods immediately upon collection, but no later than 8 days, insofar as this is appropriate in the ordinary course of business, and immediately notify us of any defects revealed.
6.2 If the buyer fails to give such notification, the goods shall be deemed to be approved, unless the defect was not detectable during the examination.
6.3 If such a defect is revealed later, the notification must be made immediately upon detection; otherwise the goods are deemed to be approved even with regard to this defect.
6.4 Timely dispatch of the notification is sufficient to protect the buyer's rights
6.5 Insofar as we have fraudulently concealed the defect, we may not rely on the provision related to the duty to examine and submit complaint.
6.6 Unless otherwise agreed, the following conditions as to the delivered goods shall appply:
6.6.1 Appearance of Veneer: processing and sorting are conducted after placing the order and to the best of our knowledge. Variations in colour and texture as well as irregularities are naturall in the raw material wood and therefore do not constitute grounds for complaint.
6.6.2 In accordance with the recognized state of the art, a subtle veneer joint is permitted; the same applies to sealed joints with finished edges. Puttied veneer joints of a maximum of one-third of the total length of the veneer joint are permitted.
6.6.3 Per 1000 mm, a 2 mm distortion of the panel (measured free-standing) is permitted. Due to short delivery periods, the panels might be warm, which is to be examined by the purchaser. Please note that processing of the panel in warm condition can lead to distortion, for which we accept no responsibilities.
6.6.4 Deviation of perpendicularity is allowed up to 1 mm per 1000 mm leg length.
6.6.5 Uneven panel sizes due to production factors are not objectionable up to an rate of 10 % of the delivered panels.
6.6.6 The claims against us arising from warranty rights shall be time barred within one year after the beginning of the statutory period of limitation. This does not apply to the statute of limitation of claims against us due to defects subject to § 438 I Nr. 2 or § 634a I Nr. 2 BGB, hence to defects to a building or defects to works which are used for a building structure in accordance with its customary purpose and which causes the defectiv of the building structure; same applies to services which result in planning and supervision services for a building structure.
6.6.7 Subsequent changes of the order must be submitted in written form and must be confirmed explicitly. This particularly applies to fixed sizes and treatments. We reserve us the right to make the agreement to the amendment confirmation dependent on the declaration of the assumption of cost and risk and the postponement of the delivery dates.
6.6.8 In the event that we execute orders on behalf of a customer, we do not assume liability for the infringement of property rights of third parties. The buyer shall be responsible to verify these property rights in advance., the buyer shall be solely liable Inter partes for claims of third parties concerning the violation of such property rights.
We are liable for damages only to the extent the damage are based on a wilful act or gross negligence or culpable violation of a essential contractual obligation on our part or the part of our legal proxies or vicarious agents, other than cases of damages to life, body and health. A contractual obligation is considered essential, if its fulfilment is necessary in the first place for the orderly performance of the contract as such and if the buyer may rely in good faith on in its orderly fulfilment. Any further liability for damages is excluded, unless it is based on (i) a guarantee given by us for the quality of the purchased item or (ii) the Product Liability Act, or (iii) our claim of a special degree of trust. This does not apply if the exclusion of liability constitutes an inequitable disadvantage to the buyer for other reasons. In these cases, the compensation of damages is limited to the typically foreseeable damage.
8.1 The delivered goods remain our property until our claims arising from the business relationship with the purchaser are satisfied, insofar as these claims are still outstanding at the time of delivery. Nevertheless, we agree that the buyer shall be entitled to dispose of the goods subject to our ownership rights in the ordinary course of business.
8.2 The reservation of title to ownership also extends to products at their full value which are created as a result of the processing, mixing or combination of our goods. In this respect we are deemed to be the manufacturer. If third parties reserve their title to goods that are processed, mixed or combined with our goods, we shall obtain co-ownership to the new product in relationship to the invoiced value of the processed goods.
8.3 The purchaser herewith assigns to us as a collateral security in total - or in case of the processing, mix or combination with goods of third parties, in the amount of our potential co-ownership share - the claims against third parties arising from resale. The purchaser is entitled to collect the sum due until we revoke his right to do so. The purchaser is not entitled to assign these claims; this also applies for the purpose of collecting the claims by way of factoring, unless the factoring party undertakes simultaneously to effect payment to us in the amount of the portion of our claim as long as our claims against the purchaser continue to exist.
8.4 The purchaser must inform us immediately in writing by registered letter, by telefax or by e-mail if third parties seek access to trade receivables belonging to us.
8.5 The exercise of the reservation of title to ownership by us does not automatically mean rescission of the contract.
8.6 The goods delivered by us or the claims taking their place may neither be pledged or assigned to third parties nor be assigned as collateral security before complete payment of all debts due to us.
8.7 If the value of the collateral securities exceeds our claims by more than 20 %, we shall, upon request of the purchaser, release securities at our discretion.
For all disputes arising from contracts executed under inclusion of these General Terms and Conditions, the application of the United Nations Convention on Contracts for International Sale of Goods is excluded. Place of jurisdiction for all actions founded on contracts executed under inclusion of these General Terms and Conditions is Ravensburg, Germany.
Should any provision of these General Terms and Conditions be invalid or unenforceable, this shall not affect the validity of the remaining provisions, unless the omission of individual clauses causes an unacceptable disadvantage to one contracting party, whereby the continuation of the contract is no longer equitable.