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AGB
General conditions of delivery and payment
§ 1 - Area of application
The following contractual terms are applicable to all dealings, and those which arise from future contracts, and are definitive. Any contractual terms which deviate from this shall only be considered as legally binding if they are explicitly acknowledged in writing or are equivalent to mandatory law. The validity of other conditions shall not be affected by individual terms or conditions becoming invalid. These conditions shall be considered as having been accepted by the buyer unless he/she raises an objection within 24 hours of receipt.
§ 2 - Conclusion of a contract
If purchase contracts are made orally or by telephone which require written confirmation then the content of the letter of confirmation shall be regarded as definitive, provided that the recipient does not raise any objections forthwith.
§ 3 - Delivery
EUROIMPEX is entitled to fulfil the contractual service in the form of part-deliveries if this is deemed reasonable by the buyer. If a purchase on call order has been agreed then the buyer is obliged to call-up his/her order within an appropriate time period.
If the delivery is rendered impossible or exceedingly difficult to fulfil due to acts of nature, official measures, the closure of a company, strike action or similar circumstances - including any of the above which involves EUROIMPEX suppliers, then EUROIMPEX shall be relieved of the obligation to supply for the period of the encumbrance and/or its after-effects. EUROIMPEX undertakes to inform the buyer of such occurrences without delay.
§ 4 - Packaging
The buyer is obliged to empty returnable packaging and to return it in an immaculate condition, or to make it available for collection within a reasonable time. The packaging must not be filled with other goods or used for any other purposes.
§ 5 - Notification of defects
1. Objections on the grounds of obvious deficiencies, or obvious deviations in the nature of the goods, or on the grounds that a different product has been delivered to that which was ordered, must be made without delay upon receipt of the goods, or as soon as the deficiency becomes apparent.
2. Once the proof of delivery form has been signed, the goods shall be considered as having been accepted. In the case of usable goods, notifications of defects shall serve the purposes of mitigation only. In the case of objects which are unusable, notifications of defects shall serve only as a means of requesting rectification of the defects; if this cannot be achieved within a reasonable time, or is impossible due to the nature of the goods, the buyer reserves the right to change his order or to request a reduction in price.
3. EUROIMPEX shall only be accountable for gross negligence, and in the event of the absence of warranted characteristics.
§ 6 - Payment
1. If no other agreement has been made then payment shall be made, without delay, on the due date following the receipt of an invoice. In the case of delivery on credit the payment date is calculated from the delivery date. If payment is made by cheque then payment shall only be considered as having been made following the encashment of the check, not upon its receipt.
2. The buyer may only offset such claims which are undisputed by EUROIMPEX or legally recognized. The buyer cannot exercise a right to retention which is not based on the same contractual agreement.
§ 7 - Defaults
1. The purchase price shall be payable immediately if the buyer finally refuses to pay. The same legal consequence shall take effect if the buyer is in arrears with agreed instalment payments by an amount which exceeds one instalment amount, and if the due amount is at least 10% of the total purchase price. In the event of a final refusal to pay the purchase price, EUROIMPEX shall be entitled to refuse to fulfil the terms of the purchase agreement, without setting a period of grace, and without threatening to decline performance. EUROIMPEX shall also be entitled to request the reimbursement of all incurred costs, expenses and compensation for loss of value.
2. In the case of a default of acceptance on the part of the buyer EUROIMPEX shall be entitled to store the goods at its premises, or at premises belonging to a third party, and at the buyer's expense and risk, or to dispose of them in an appropriate manner at the expense of the buyer, without need for notice.
§ 8 - Retention of title
1. The delivered goods shall remain the property of EUROIMPEX until full payment by the buyer of the purchase price, and of all receivables which arise from the business relationship between EUROIMPEX and the buyer, or which it shall acquire in future. If the goods subject to retention of title should become inseparably commingled then EUROIMPEX shall acquire joint-ownership of a share of the uniform object which is equivalent to the value of the goods subject to retention of title, in relation to the value of the commingled goods at the time of the commingling. In the event of the treatment or processing of the goods subject to retention of title, EUROIMPEX shall acquire ownership of the new object, and the buyer shall store these for EUROIMPEX.
2. The buyer is obliged to insure appropriately, at his/her own expense, the goods belonging to EUROIMPEX against the usual risks, and to surrender the title to insurance benefits to Euroimpex. EUROIMPEX is also entitled to pay the insurance premiums on the buyer's account.
3. The buyer is only entitled to resell the goods, including those goods produced as a result of commingling, treatment or processing, within the framework of his/her proper business operation. He/she is not authorised to any other disposal of the goods, in particular pledging or assigning as security.
4. The buyer shall now assign to EUROIMPEX all accounts receivable from the resale of the goods subject to retention of title, or those resulting from the treatment or processing of goods. The buyer shall now also make an initial assignment of a partial amount to Euroimpex, commensurate with the joint-ownership share which EUROIMPEX has in the resold goods due to commingling. If the buyer resells goods at a lump sum price then the buyer thereby assigns to EUROIMPEX an initial partial amount, equivalent to the share of the goods subject to retention of title, from the total receivables.
5. The buyer is authorised to collect the receivables from the resale under the restriction that revocation can occur at any time. He/she is obliged to name to EUROIMPEX the debtors of assigned receivables, to show the assignment to EUROIMPEX submit the notice of assignment to Euroimpex upon request. Provided that the buyer fulfils his/her payment obligations EUROIMPEX will not publish the assignment. If the value of the seller's securities exceeds the receivables by more than 10% then the seller shall be obliged, upon request by the buyer, to release selected securities.
§ 9 - Liability
EUROIMPEX shall only be accountable for gross negligence (Wilful intent or gross negligence).
§ 10 - Place of performance and legal venue
1. EUROIMPEX's business premises shall serve as the place of performance for both parts if the customer is a merchant as defined in the German Commercial Code. The law applicable at the place of performance is definitive for all legal relations between the customer and Euroimpex, including instances when the legal dispute is conducted abroad.
2. The legal venue for both parts is Lüneburg.
State January 2009