NARVA Lichtquellen GmbH + Co. KG

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last updated / print date: 23.11.2017
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NARVA Lichtquellen GmbH + Co. KG, Industriegebiet Nord, Erzstraße 22, D-09618 Brand-Erbisdorf
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Narva Lichtquellen GmbH + Co. KG | Terms & Conditions for Commercial Use

§ 1 Scope of Application
1. These General Terms and Conditions shall be applied exclusively. They apply to all future contracts with our business partners where frame contracts or continuous business activity are concerned. This shall also apply in the event that we, being aware of conflicting or differing general terms and conditions, perform under the agreement without reservation.
 
2. General Terms and Conditions of the other contractual partner are not valid as far as they are not in accordance with legal provisions regardless of their content.
 
3. We reserve the right to withdraw from the contract in case the other party does not accept our Terms and Conditions.
 
4. These Terms and Conditions apply to transactions with all individuals and legal bodies who contract executing their commercial or other entrepreneurial status as well as bodies organised under public law and public assets.
 
§ 2 Offers and Pricing
1. Unless specified otherwise the presentation of our goods is without obligation and a mere invitation to place an order. The order of the other party is a binding offer, contract is valid with written confirmation of the order.
 
2. The prices stipulated are net and refer to delivery ex works. Tax on sales will be added respectively to legal requirements at the moment of delivery unless no tax on sales is due. If applicable costs for shipment and handling will be stated at conclusion of contract.
Cheques or bills of exchange (to be approved beforehand) will be accepted as payment. The date of receipt of payment is the governing date for the legal payment.
 
3. Should the service stated in the contract not have been performed 4 months after the contract was finalised we are entitled to raise the price according to higher expenses on materials and labour respectively to our calculations. The other party has a right to withdraw from the contract should the price be considerably higher.
 
§ 3 Delivery and Performance
1. Any delivery dates given by us are “Circa-Dates” unless explicitly stated otherwise.  The other party may require delivery after a reasonable period once the Circa-Date has passed. The term of delivery starts after we have sent out the written confirmation of the contract.
Regarding orders for products outside of our standard range (custom-made products) delivery and performance terms do not start before all data, drawings, approvals etc as well as closure on any technical questions pending have been given by the other party. Furthermore all commissions agreed upon need to be received beforehand.
 
2. We are not accountable for any delay in performance due to ex post changes to the order made by the other party.
 
3. In case of delays caused by inevitable and unpredictable events (interruption of operations, official orders, unforeseeable lack of raw materials, blackout, disruption in data processing facilities and lines or electrical power supply, labour dispute) delivery terms will extend adequately if due care was taken to avoid a delay in delivery on our behalf.
The other party will immediately be notified of the reason to not perform and its abolition.
Each party may withdraw from the contract in case the reason to not perform persists for more than two months. If the same reason leads to impossibility to perform without our fault we are released from our obligation to perform.

4. Default in our obligations only occurs – even in case of a set date for performance - if an adequate extension of time is set in written form. We are liable for damage caused by default only up to a typical and foreseeable amount except in cases of full liability (§ 7 of these Terms and Conditions, Damages).
 
5. In case the other party unrightfully withdraws from an order we can claim 15% of the net price, notwithstanding the right to claim higher actual damages. In case we are entitled to withdraw from a contract due to reasons the other party is accountable for we can claim to retrieve 15% of the net price notwithstanding to prove a higher actual damage on our side. In both cases the other party is free to prove we have suffered none or fewer damages.
 
§ 4 Time of delivery, passing of risk
1. All deliveries happen EXW, according to Incoterms 2010. The risk of accidental perishing or incidental deterioration is passed on to the other party with handing over of the goods to the carrier, not later than the moment of leaving the premises Erzstraße 22, D-09618 Brand-Erbisdorf. In case of delayed shipment due to reasons of the other party’s liability the risk of accidental perishing passes with notification of readiness for dispatch.
 
2. Unless stated otherwise we ship as we see fit without a guarantee to chose the fastest or cheapest means of shipment.
 
3. Partial shipment is admissible where reasonable for the other party.
 
§ 5 Payment, Right of lien
1. Unless agreed otherwise payment is due 14 days after date of invoice for a 2% trade discount or within 30 days for the net price.
 
2. To be eligible for the 2% trade discount our justified and undisputed claim has to be paid fully within the 14-days term and comply with all contractual terms on trade discounts. Payments that consist of not the full amount due or not within the term stated render the whole sum not to be eligible for the trade discount.
Requirement for any trade discount is for the other party not to be at default with any obligation towards us.
 
3. In case of default by the other party a default interest of 8 percentage points above base lending rate must be paid. If payments by the other party are on default or the capability to perform is at risk we are entitled to refuse any further performance and to ask for advance payment except sufficient provision of a security is given.
Deficient capability to perform may be assumed especially if cheques or bills of exchange are protested or if a credit insurer reduces or cancels the limit granted to the other party unless the other party proves the decision by the credit insurer is not justified by deficient capacity to perform. Finally deficient capacity to perform can be stated by a significant decrease in the credit index given by an acknowledged credit reference agency unless the other party proves the decrease not to be justified.
Any other rights of lien to our favour persist.
 
4. The other party is only entitled to any rights of lien from the same contract being undisputed or recognized by judgement or ready for judgement.
 
5. The other party can execute the right to setoff only towards her own claims that are undisputed, ready for judgement or recognized by judgement.
 
§ 6 Warranty
1. Claims by the other party regarding defects are to be treated following the rules in § 6, claims for damages are governed by § 7 below.
 
2. We guarantee goods we deliver to be free from defects according to legal provisions and this §

6. Scale for the goods to be according to the contract is the description of the goods and their purpose given in the contractual text we agree upon with the other party. The other party alone is responsible for the correctness of all requirements and data provided to us. We are not obliged to examine the requirements the other party gives to us. Insignificant changes in the goods regarding construction, shape and arrangement as well as the measurements given in the description and insignificant changes to our performance are to be accepted by the other party as long as they are reasonable or of customary amounts, tolerances in quality and arrangement. Such insignificant aberrations do not stipulate any warranty claims.
 
3. We are entitled to choose between remedy or supplementary delivery should a defect occur in any goods.
 
4. Withdrawl form the contract is impossible if the goods suffer from only insignificant defects. This can be the case particularly with negligible aberrations from the characteristics stated in the contract or negligible disturbance in the usability stated in the contract.
 
5. Our products comply with respective DIN and IEC-norms. Changes in our products by the other party are unduly and exclude them from all warranties. All changes can affect or destroy the technical characteristics of our products. We are not liable for any secondary damages caused by this. Warranty is excluded for defects that occur due to regular abrasion of the purchased good, are caused by faulty usage or improper upkeep, inappropriate application, unduly installation, appear after excessive exposure or by employment of means of production not suitable as well as outside influences that had not been implied in the contract as long as they occur after passing of risk. Furthermore warranty is excluded if the other party, themselves or via a third party, undertake any maintenance that is not compulsory.
 
6. Period of warranty lasts for one year starting with handover of the purchased goods.
 
7. In case of a warranty in which the other party is taken into liability by her customer the other party can only plead for regress as far as no understanding excessing domestic statutory provisions, especially regarding warranty, have been reached with the customer. This applies to the scope of our warranty liability towards the other party respectively.
 
8. We shall claim adequate compensation for our expenditure if we act upon a reported failure or defect and inspection then shows that our performance is not afflicted with a defect covered by warranty and if the unjustified report of fault or defect is the other party’s fault. All warranty liability lapses in case goods are reworked, altered or exposed to unduly operating conditions without prior explicit approval and the complaint is ascribed to reworking, altering or exposure to unduly operating conditions.
 
§ 7 Damages
1. Complying with statutory provisions we are liable for
                -              intention or gross negligence,
                -              intentional or grossly negligent destruction of life, personal injury or health,                 -              obligations from our guarantee undertakings, unless stated otherwise
                -              obligations form imperative regulations, e.g. Product Liability Act.
 
2. In case of a breach of duty regarding essential contractual obligations (“cardinal obligations”), meaning obligations that principally enable the execution of the contract and on which the other party may normally rely to be fulfilled, our liability is limited to contractually typical foreseeable damage unless unlimited liability under this § 7 is applicable.
 
3. Other liabilities are excluded.
 
4. The terms of this § 7 also apply to our agents or representatives.
 
§ 8 Property Rights, Copyright
1. Any changes to the packaging of our products as well as restamping are prohibited. Our registered trademarks are to be protected. We prohibit any processing and/or reworking of our products and/or special stamping that can potentially be regarded as mark of origin of the buyer or that may let the product appear to be their special product.
 
§ 9 Reservation of Ownership
1. All items delivered are subject to our reservation of ownership until all outstanding depts from the ongoing business relationship have been paid. If included in a current invoice the reservation of ownership refers to the respective balance. The contractual partner is obliged to tread our property with good care and to protect it against fire, water and theft. If insurance is provided by the other party all claims will be ceded to us.
 
2. The contractual partner may process the goods in the ordinary course of business or sell the on if extended and expanded retention of ownership is agreed upon. Any other disposal is rightless. The authority for further sale and processing terminates if the payment obligation is not met, any other terms of our contract is grossly breached or the contractual partner comes into a financial collapse. This means suspension of payments, over indebtedness or insolvency proceedings and any other major change in the financial circumstances of the contractual partner that might endanger our securities.
 
3. The contractual partner already assigns all claims from further selling of the goods under reserved ownership to us.
 
4. Partial payment by a debtor of the contractual partner to our contractual partner will be deemed as payments towards other claims of the contractual partner and only after complete extinction will claims be charged towards our claims. The contractual partner is entitled to collect ceded claims in a regular course of business. This authorisation expires in the cases stated in § 10. The contractual partner is then obliged to assist in the collection of the claim.
 
5. The contractual partner already assigns all claims from selling claims to a factoring company. Notwithstanding the effectiveness of the assignment under property law the contractual partner shall only be allowed to assign claims assigned to us under the expanded retention of title in the scope of real factoring (e.g. if the factoring company accepts the risk of insolvency of the debtor of such claim).
 
6. The contractual partner already assigns compensational claims against credit insurers where and in so far as the claim assigned to us or that has to be assigned to us according to the aforementioned provisions is covered by insurance.
 
7. We shall release the securities we are entitled to under aforementioned terms on demand by the purchaser as soon as the value of the security is permanently more than 15 per cent above the value of the amounts payable.
 
§ 10 Data Protection

Data necessary for the processing of business cases will be stored in a central unit.
 
§ 11 Miscellaneous
1. For all orders placed German law is applicable. The terms of the UN Sales Convention (CISG) shall not apply.
 
2. Place of jurisdiction is at the place of our registered office. We are however entitled to sue the contractual partner at her general jurisdiction or the jurisdiction of her registered office.
 
3. Place of performance and fulfilment for all obligations is the place of our registered office, regulations on who bears the cost do not stipulate a modification of the terms on place of performance.
 
4. Should individual clauses be wholly or partly invalid, this shall not affect the validity of the remaining clauses. Statutory regulations shall apply in lieu.