Terms of Service and Conditions
CoupTec Kupplungstechnik GmbH
§ 1 General, Scope of Application
These General Terms and Conditions (GTC) apply to all our business relations with our customers. We shall only recognize deviating terms and conditions of sale of the purchaser if we agree to their validity in writing.
§ 2 Offers and Conclusion of Contract
Our offers are subject to change and non-binding and have a limited validity of 30 days after the date of issue. We reserve the right of prior sale.
The order of the goods by the customer is considered a binding contract offer, which we can accept within 2 weeks. All orders, agreements or changes are only valid if they have been confirmed by us in writing. We reserve the property rights and copyrights to all documents (e.g. drawings, calculations) provided to the customer within the scope of placing the order.
We are entitled to continuously develop our products. . Minor deviations of the delivered product compared to the ordered product are permissible if they serve the qualitative further development of the product.
§ 3 Prices and Payment Terms
Our prices are ex works (EXW Maintal) excluding freight and packaging plus the statutory value added tax. The basic list prices valid on the day of the conclusion of the contract shall apply. If discounts have been granted, they shall apply exclusively to the respective delivery and shall not be binding either for all coupling types or for subsequent orders.
When the goods are shipped, the Buyer shall bear the transport costs ex warehouse as well as the costs for any transport insurance, customs duties, fees, taxes or other public charges.
The invoice amount is to be paid to our account within 10 days of the invoice date with a 2% discount or within 30 days of the invoice date without any deduction, unless contrary payment terms have been agreed. We are entitled to make further deliveries dependent on the proper receipt of payment and reserve the right, if necessary, to make deliveries in whole or in part only against advance payment.
Payment of the purchase price must be made exclusively to our account. Interest Interest on arrears will be charged at a rate of 8% above the respective prime rate p.a.. The assertion of a higher damage caused by default remains reserved.
§ 4 Sett-off and Rights of Retention
The Purchaser shall only have the right of set-off if its counterclaims have been legally established or are undisputed. The Purchaser shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.
§ 5 Delivery, Transfer of Risk, Acceptance, Default of Acceptance
The delivery period shall be agreed individually or stated by us upon acceptance of the order. Delivery periods shall commence upon receipt of the order or upon final clarification of technical issues.
Circumstances which make the manufacture or delivery of the goods sold impossible or excessively difficult, as well as all cases of force majeure, official measures, operational disruptions and the like (also at our suppliers) shall release us from the obligation to deliver for the duration of the hindrance or its after-effects. Covering possibilities for all materials and timely receipt of the same determine delivery and delivery time as well. We will inform our customers immediately of any problems and a new delivery date will be agreed.
The occurrence of our delay in delivery is governed by the statutory provisions, in any case a reminder by the buyer is required.
Shipment is at the expense and risk of the purchaser. The risk of accidental loss or accidental deterioration shall pass to the buyer as soon as the goods leave the warehouse or our business premises. The mode of shipment shall be left to our choice, unless otherwise agreed with the customer.
If the customer is in default of acceptance or culpably violates other duties to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses.
§ 6 Retention of Title
Until full payment of all claims to which the seller is entitled from the business relationship with the buyer, the delivered goods remain the property of the seller.
The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us.
In the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to reclaim the goods on the basis of the retention of title and withdrawal. We may assert this right if the purchaser has previously been set a reasonable deadline for payment.
The buyer is entitled to resell and/or process the goods subject to retention of title in the ordinary course of business.
The retention of title shall extend to the products resulting from the combination, processing or mixing at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of a combination, processing or mixing with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the combined, processed or mixed goods. The same shall apply to the resulting product as to the goods delivered under retention of title.
The claims of the buyer on the resale of the goods subject to retention of title are already now assigned to us. They shall serve as security for our claim to the same extent as the reserved goods. The buyer may collect them as long as he fulfills his obligations to us. If the buyer does not meet his payment obligations to us, we may demand that the buyer inform us of the assigned claims and provide all information necessary for collection or hand over the associated documents and inform the debtors of the assignment. In this case, we shall also be entitled to revoke the Buyer’s authorization to further process or sell the goods subject to retention of title.
§ 7 Warranty and Notice of Defects
Warranty rights of the customer presuppose that he has duly fulfilled his obligations to inspect the goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB). Should complaints be made about our products despite the greatest attention and care, these must be made in accordance with § 377 HGB obvious defects immediately, but no later than 14 days after receipt of the goods, hidden defects immediately after their discovery, otherwise the goods are considered approved.
Claims for defects shall become time-barred within 12 months after delivery of the ordered goods to our customer. Our consent must be obtained prior to any return of the goods. Should our goods have a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or supply replacement goods. We must always be given the opportunity to remedy the defect within a reasonable period of time. The claim for repair cannot be asserted in the following cases: improper handling, faulty installation, modifications and rework of the original goods, dirt or rust formation. If the customer makes improper modifications, CoupTec GmbH shall not be liable for the resulting consequences, unless such modifications have been previously approved in writing by the supplier. Otherwise, any warranty shall be excluded, as shall claims for damages of any kind.
If the subsequent performance has failed, the buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
The claim for repair cannot be asserted if the damage to the goods has been caused by improper handling, incorrect installation, dirt or rust.
§ 8 Miscellaneous
These GTC and the contractual relationship between CoupTec GmbH and the buyer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
The place of performance for delivery and service as well as the exclusive place of jurisdiction for all disputes arising from this contract shall be 63477 Maintal, Germany.
Amendments and supplements to this contract must be made in writing.
Should individual provisions of this contract be invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision or fills this gap.
In the event that these GTC are also formulated in a foreign language, the German version shall take precedence over the foreign language version in the event of collision and doubt.