General Terms and Conditions of Sale and Delivery
Weiland Vertrieb International GmbH
Hilberlachestraße 8, 37242 Bad Sooden-Allendorf
- These Terms and Conditions of Sale and Delivery are a component of all offers and contracts on goods and services including possible consultation from Stallbau Weiland GmbH & Co. KG, also in current and future business relationships even without express reference to them.
- Other terms and conditions from the customer are only binding if they were agreed in writing. Any reference by the customer to his own terms and conditions is herewith expressly rejected. Verbal promises and agreements are only binding when confirmed in writing.
- When using INCOTERMS, the 2010 version shall apply.
- The customer may only assign claims under the purchase contract after prior written approval from Stallbau Weiland GmbH & Co. KG.
II. Offer, offer documents, quotation, conclusion of contract
- Quotations from Stallbau Weiland GmbH & Co. KG are considered a nonbinding invitation to conclude a contract. A purchase agreement is only concluded when Stallbau Weiland GmbH & Co. KG accepts the customer’s order with a written confirmation of the order or the execution of the order.
- Should the customer require a binding price quotation, a written offer or quotation is required. Stallbau Weiland GmbH & Co. KG shall be bound to this offer / quotation for four week, unless a different period of commitment has been agreed upon.
- Documents accompanying the offer such as illustrations, drawings, weight and measurement data are only approximately decisive. Stallbau Weiland GmbH & Co. KG reserves the right to make technical changes as well as changes to shape, colour and weight within the scope of normal commercial practice.
- Stallbau Weiland GmbH & Co. KG shall retain title and copyrights to illustrations, drawings, calculations and other documents. This shall also apply to written documents marked confidential. Any disclosure without the express written approval from Stallbau Weiland GmbH & Co. KG is forbidden.
- The customer accepts that the contract signed by him is a binding offer. If the order should be defined as offer according to Art. 145 BGB [German Civil Code], then Stallbau Weiland GmbH & Co. KG can accept this offer within three weeks after delivering or sending a written order confirmation, or provide the goods and services ordered within this time period. The order confirmation must be precisely checked. Notification of any discrepancies must be made no later than the 3rd workday after the date of order confirmation from Stallbau Weiland GmbH & Co. KG Silence on the part of the customer until the end of this period shall be considered an acceptance of the order confirmation as contract content. After the end of this period, Stallbau Weiland GmbH & Co. KG is free to produce and invoice the goods ordered. Changes requested later can only be taken into consideration if the status of preparatory work still allows Stallbau Weiland GmbH & Co. KG to accept a change. The costs and delays in delivery incurred by the changes must be borne by the customer.
- The scope of the goods or services and the total price are dependent on the specifications on the order confirmation. Stallbau Weiland GmbH & Co. KG, in principle, does not give any guarantees, unless these have been expressly agreed in writing.
- If the customer withdraws from the contract after conclusion of contract or otherwise disengages himself from the contract, Stallbau Weiland GmbH & Co. KG shall have a flat rate claim for compensation of 20 % of the price or of the agreed remuneration. Compensation claims should be set higher or lower if Stallbau Weiland GmbH & Co. KG has proven a higher damage or the customer has proven a lesser damage.
- Stallbau Weiland GmbH & Co. KG is entitled to demand reasonable advance payment when the order is placed.
III. Prices, payment conditions
- The terms and conditions and price lists valid at the time of the order are decisive. Earlier prices lose their validity when a new price list is introduced. The introduction of a new price list shall not affect purchase contracts already concluded.
- Sales prices are only considered fixed prices if they were confirmed as such by Stallbau Weiland GmbH & Co. KG in writing. They shall apply free loaded ex work (INCOTERMS FCA) plus VAT valid at the time of delivery and packaging costs.
- The prices of Stallbau Weiland GmbH & Co. KG are net prices. VAT is shown separately at the statutory rate on the day of invoicing. The prices of Stallbau Weiland GmbH & Co. KG shall apply from the time the respective factory has manufactured the goods. Duties, charges, packaging, shipping costs and insurances must be paid separately. Agreed ancillary services are additionally invoiced.
- Discount and rebate commitments shall only apply if they were agreed in writing.
- Stallbau Weiland GmbH & Co. KG reserves the right to change prices appropriately if, after the conclusion of contract, obvious price reductions or price increases have occurred, especially in the event of price developments beyond its control, such as exchange rate fluctuations, currency regulations, customs changes, tax changes, changes to wage and collective agreements, transport costs, material and manufacturing costs, also those of its suppliers, among others. Stallbau Weiland GmbH & Co. KG shall verify this on request.
- With the delivery or acceptance of the contractual object and receipt of invoice, the agreed price is due for payment immediately. Deviating regulations must be agreed in writing. The legal provisions regarding the consequences of payment default shall apply. From the 10th day after supplying the goods, default interest of 5 % above the current prime lending rate of the European Central Bank is charged on the remaining amount. Payments are made in Euro. The customer cannot offset his own claims against Stallbau Weiland GmbH & Co. KG If Stallbau Weiland GmbH & Co. KG has further obligations regarding goods and services, it is entitled to postpone the fulfilment of the delivery obligation or withdraw from the contract.
- Bills of exchange and cheques are only accepted as an undertaking to pay and on the basis of special agreements. Collection costs, bill of exchange charges and costs as well as all other expenses are borne by the customer.
- If a justified notice of defect is asserted, the customer may only withhold payment that is in reasonable proportion to the defect that was discovered.
- Offsetting counter-claims is only permissible with undisputed or legally determined claims.
IV. Delivery periods
- The dates of delivery and completion quoted by Stallbau Weiland GmbH & Co. KG are only approximate and non-binding. Delivery dates are only deemed fixed dates when Stallbau Weiland GmbH & Co. KG has expressly confirmed them as such. The start of the delivery and completion periods quoted prerequires that all technical matter have been clarified.
- Meeting an agreed delivery date further requires that the customer fulfils his obligations on time and properly. The delivery period, in particular, shall not begin before an agreed advance payment has been received. The defence of the unfulfilled contract remains reserved.
- If the customer delays acceptance or culpably violates other cooperation obligations, Stallbau Weiland GmbH & Co. KG is entitled to demand reimbursement of damages thus incurred including possible extra expenses. Further claims remain reserved.
- If the requirements in para. 3 are met, the risk of accidental destruction or accidental deterioration of the item supplied is transferred to the customer at the moment he defaults on acceptance or payment. An agreed delivery date shall be deemed adhered to if the object of delivery leaves the Stallbau Weiland GmbH & Co. KG factory by the end of this date. In principle, Stallbau Weiland GmbH & Co. KG determines the time of delivery. Delivery dates shall be adhered to whenever possible, however, they are not binding. A possible delay in delivery does not entitle the customer to cancel the order nor to assert claims for compensation.
- Stallbau Weiland GmbH & Co. KG is liable according to legal provisions if the delay in delivery is based on an intentional or gross negligent breach of contract for which it is responsible. In this case, Stallbau Weiland GmbH & Co. KG is liable, within the context of a flat-rate compensation, to pay 3% of the delivery value, however, at most 10% of the delivery value.
- Force majeure in terms of Section VII (5) that temporarily hinders Stallbau Weiland GmbH & Co. KG from delivering the contractual object on the agreed date or within the agreed period and for which it is not responsible, shall release Stallbau Weiland GmbH & Co. KG from its contractual duties for the period and to the extent of its impact. Stallbau Weiland GmbH & Co. KG must inform the customer immediately after becoming aware of the event. If Stallbau Weiland GmbH & Co. KG is still not able to perform after being granted a reasonable extension of time, Stallbau Weiland GmbH & Co. KG is entitled to withdraw from the contract. Compensation claims on the part of the customer are excluded. If Stallbau Weiland GmbH & Co. KG withdraws, it will immediately reimburse the customer all payments already made. Other rights of withdrawal remain unaffected.
V. Completion, transfer of risk, acceptance
- Unless otherwise agreed, Stallbau Weiland GmbH & Co. KG has fulfilled its obligations regarding goods and services by providing and releasing them for collection to the customer as well as notifying the customer of readiness for collection from the (INCOTERMS FCA) location.
- If Stallbau Weiland GmbH & Co. KG delivers the goods to a place other than the place of fulfilment at the customer’s request, the risk of accidental destruction and accidental deterioration is transferred to the customer as soon as Stallbau Weiland GmbH & Co. KG hands the goods to the forwarder, shipping agent or any other person assigned to effect shipping. This shall also apply if Stallbau Weiland GmbH & Co. KG assumes the costs of shipping or performs it itself. If the goods are ready for shipment, the risk is transferred to the customer when he receives notification of readiness for shipment. The customer shall bears the costs incurred for the shipping specified by the customer.
- The customer is obligated to collect the goods within 1 week after receiving the notification of completion. In the event of a delay in acceptance, Stallbau Weiland GmbH & Co. KG can charge storage fees that are common locally. At its discretion, the goods can also be stored elsewhere. The costs and risks of storage are borne by the customer in full.
- Stallbau Weiland GmbH & Co. KG is entitled to make partial deliveries if part of the goods ordered are temporarily not available. Additional shipping cost shall then be borne by it. For separate deliveries of accessories or spare parts, packaging is charged at cost price.
- Transport packaging and all other packaging according to the packaging regulations is not taken back; excluded here are palettes. The customer is obligated to dispose of all packaging at his own expense.
- Subsequent deliveries only occur on special order and are charged at prices valid at the time.
VI. Guarantee, liability for defects
- A complete guarantee exclusion is agreed upon for the delivery of used goods to enterprises. The sale or delivery of the object occurs as is and thus excludes any guarantee.
For the delivery of new goods, the following provisions shall apply:
- Only the specifications on the order are decisive for the contractual characteristics. The suitability of the goods for the customer’s intended purposes is not a component of the characteristics of the goods. Included in the contractual characteristics are minor technically unavoidable deviations common to the trade, wear and tear inherent to the nature of the goods, deviations from the conditions (shape and colour) described in brochures or similar presentations or in the offer as well as the natural irregularities of the materials used. These shall not constitute a defect.
- The customer undertakes to check the specifications stipulated in the order confirmation with regard to their conclusiveness making allowance for the intended use by him.
- The customer is obligated to examine the goods within the shortest time after delivery. Obvious defects must be notified immediately, no later than 10 days after receiving the goods. If the defect only occurs at a later stage, the customer has to notify Stallbau Weiland GmbH & Co. KG as soon as it is detected.
- If notification is not made on time, asserting compensation claims in this regard is excluded. The deadline is deemed to have been adhered to if the notice of defect is sent off on time.
- Any liability for material defects expires when changes are made to the goods that go beyond the application according to state of the technology and the advice from Stallbau Weiland GmbH & Co. KG.
- If the goods contain a defect at the time of transfer of risk, Stallbau Weiland GmbH & Co. KG can within the context of a claim for subsequent performance either remedy or replace the goods, at its discretion, within 20 workdays after the goods are returned.
- The customer’s compensation claims due to faulty goods are limited to the foreseeable and unavoidable damage. The customer is obligated to reduce possible damage by timeous examination of the goods.
- Guarantee claims become statute-barred in accordance with legal provisions. Claims from enterprises become statute-barred within one year. The limitation period shall not apply to damages that were caused by intent or gross negligence on the part of Stallbau Weiland GmbH & Co. KG or to injury of life, limb or health. The limitation period is deemed suspended for the duration of remedy or replacement starting with the return of the goods notified to be defective.
- If the damage claim is unfounded, the customer shall reimburse Stallbau Weiland GmbH & Co. KG all the expenses incurred from processing the damage claim.
- Damage claims shall not constitute a release from punctual payment.
- For the rest, Section VII shall apply to compensation claims.
- In the case of slight negligent damage caused by faulty products, the reason for and the amount of liability of Stallbau Weiland GmbH & Co. KG, except for bodily harm, is limited in accordance and up to the amount of its product liability insurance. This limitation of liability shall not apply in the case of intent or gross negligence, culpable injury to life, limb and health, or fraudulent concealment of a defect. In the case of fundamental breach of contract, the foreseeable damage typical for the type of contract is included with the maximum amount of the product liability insurance.
- Fundamental contractual obligations are obligations that have to be fulfilled as a pre-requisite for the proper implementation of the contract and that the customer can regularly trust will be adhered to.
- In the case of delay, Stallbau Weiland GmbH & Co. KG is liable for 0.5% of the order value per week, however, no more than 10%. In addition, the compensation claims are limited to the reimbursement of verifiable extra expenses (covering purchases on the basis of three comparable offers).
- Stallbau Weiland GmbH & Co. KG is not liable for slight negligence except in the case of injury to life, limb or health or due to a breach of essential contractual obligations.
- Stallbau Weiland GmbH & Co. KG is not liable for contractual breach or damage caused by force majeure. The contracting parties consider the following, in particular, to be force majeure: Transport disruptions, official measures, weather influences, non-availability of raw material, industrial action, disruptions to its own operating schedule, disruptions to the operating schedule of shipping companies and sub-suppliers (as far as procuring a replacement is unacceptable).
- Claims from enterprises become statute-barred within one year. The limitation period shall not apply to damages that were caused by intent or gross negligence on the part of the seller or to injury of life, limb or health.
VIII. Retention of title, disposal, third party rights
- Stallbau Weiland GmbH & Co. KG shall retain ownership of the delivered goods until the purchase price and possible ancillary claims are paid in full.
- Stallbau Weiland GmbH & Co. KG shall retain ownership to the goods or to incorporated or fitted parts, aggregates and accessories until all payments from the business relationship with the customer are received.
- If the customer conducts himself contrary to contract, in particular, defaults on payment, Stallbau Weiland GmbH & Co. KG is entitled to demand a return of the goods. Returning the item supplied to Stallbau Weiland GmbH & Co. KG cannot be construed as a withdrawal from the contract, unless Stallbau Weiland GmbH & Co. KG expressly states this in writing. If Stallbau Weiland GmbH & Co. KG pledges the item supplied, this always constitutes a withdrawal from the contract. After recovering the goods Stallbau Weiland GmbH & Co. KG is entitled to dispose of them; the income of this disposal is credited to the customer’s debts minus adequate disposal costs. If Stallbau Weiland GmbH & Co. KG collects the goods in order to enforce return, the customer must grant access to the goods and make removal possible.
- The customer is only entitled to resell the goods within the normal course of business with the express approval from Stallbau Weiland GmbH & Co. KG; he now already assigns all claims which he accrues against his buyers or third parties from resale to Stallbau Weiland GmbH & Co. KG in the final invoice amount (including VAT) of the claims due to Stallbau Weiland GmbH & Co. KG, and this irrespective of whether the item supplied is resold without or after reprocessing.
- The customer remains authorised to collect these claims even after the assignment. This shall not affect the authority of Stallbau Weiland GmbH & Co. KG to collect the claims itself. However, Stallbau Weiland GmbH & Co. KG undertakes not to collect the claims as long as the customer fulfils his payment obligations from the proceeds received, does not default on payment and, in particular, does not make an application to initiate insolvency proceedings or stops payment. Should this be the case, Stallbau Weiland GmbH & Co. KG can demand that the customer discloses the assigned claims and their debtors to it, supplies all the information necessary for collection, provides the associated documents and informs the debtor (third party) of the assignment.
- If the customer processes or transforms the item supplied, this is always be carried out on behalf of Stallbau Weiland GmbH & Co. KG If the goods are processed or inseparably combined with other items not belonging to Stallbau Weiland GmbH & Co. KG, Stallbau Weiland GmbH & Co. KG shall acquire coownership of the new item at a ratio of the value of their item supplied (final invoice amount plus VAT) to the other items. For the rest, the same shall apply to the item created as applies to the goods supplied under retention of title.
- If the item supplied is inseparably mixed with items not belonging to Stallbau Weiland GmbH & Co. KG or animals, Stallbau Weiland GmbH & Co. KG shall acquire co-ownership of the new items or animals at a ratio of the value of the item supplied (final invoice amount plus VAT) to the other mixed items at the time of mixing. If mixing occurs in such a way that the customer’s item is to be regarded as the main item, then it is agreed that the customer transfers prorated co-ownership to Stallbau Weiland GmbH & Co. KG. The customer shall store the sole-ownership or co-ownership thus created for Stallbau Weiland GmbH & Co. KG.
- The customer also assigns his claims which arise against third parties when the item supplied is connected to real property to Stallbau Weiland GmbH & Co. KG to secure its claims against the customer.
- In all cases, returns must be approved by Stallbau Weiland GmbH & Co. KG in advance.
IX. Invalidity/ Contractual loopholes
Should individual provisions of the respective contract or these conditions be or become void or invalid, this shall not affect the validity of the remaining provisions. To close the loopholes created, both contracting parties must conduct themselves in accordance with the spirit and purpose of the contract and in a manner necessary to restore the balance of performance and counterperformance.
X. Place of fulfilment, legal venue and applicable law
- The law of the Federal Republic of Germany shall apply under inclusion of the UN Convention on the International Sale of Goods (CISG).
- The legal venue for all disputes arising from this contract is exclusively the court responsible for Stallbau Weiland GmbH & Co. KG However, Stallbau Weiland GmbH & Co. KG is entitled to take action against the customer also at the court of his residence. The same shall apply to customers who do not have a residence in Germany, whose common domicile is not known at the time of filing the complaint or who move their place of residence or common domicile abroad after conclusion of contract.
- Place of fulfilment is the registered office of Stallbau Weiland GmbH & Co. KG.
Stallbau Weiland GmbH & Co. KG endeavours to serve you to the best of its ability and is looking forward to a good cooperation.
We hope you are very successful with your chicken farm.
Bad Sooden-Allendorf: February 2017