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Terms and Conditions

General Conditions (GTC)

of the Global Spillbarrier Ltd..

(As of October 2011)

I. General - Scope

  1. Our General Conditions of Sale and Delivery (GTC) apply to all our business relationships with our customers (hereinafter "Purchaser"), but only if the purchaser within the meaning of § 14 BGB into a business relationship occurs as an entrepreneur with us or a legal person of public law or a public law special fund.
  2. Our GCI apply in their current version as a framework agreement for future contracts for the sale and / or delivery and / or installation / installation of movable property with the same customer, without us having to refer to them again in each individual case.
  3. Our GCI apply exclusively. Differing, conflicting or additional terms and conditions of the customer shall only become part of the contract, as we have expressly agreed to their validity. This requirement applies in any case, for example, even if we, knowing the terms and conditions of the Buyer delivery to him without reservation.

II. deals, contract, product specifications,

  1. Our offers are not-binding and without obligation. The order by the buyer is considered a binding contract offer. Provided that the order otherwise, we shall be entitled to accept the order within 4 weeks from the end of the calendar week which they are sent by the customer. A contract is only by our written order confirmation or if we place this order.
  2. All that matters for the supply relationship between us and the customer is by the written contract, including these GTC. Additions and modifications to agreements including these GTC must be made in writing. In order to comply with the written form, the transmission of the document by fax is sufficient, by the way is of telecommunication, in particular, by e-mail, is not sufficient.
  3. Information from us to the object of the delivery or performance (eg, weights, dimensions, utility values, load, tolerances and technical data) and our representations of the same (eg drawings and illustrations) are only approximate, unless their usability for the contractually intended purpose an exact match presupposes. They are not warranted characteristics, but descriptions or identifications of the delivery or service. Usual variations and deviations which occur or technical improvements due to legal provisions, as well as the replacement of components by equivalent parts are permissible, provided they do not impair the usability for the contractually intended purpose. The buyer has to tolerate commercial excess or short deliveries. In addition, he has to tolerate for those items which are manufactured according to individual requirements of the customer more or less than the supply as regards the number of items up to 10%. Calculated is always only the quantity actually delivered.
  4. Illustrations, drawings, calculations and other documents as well as models, samples, tools and other equipment, we reserve the right of ownership and our copyrights. Such documents and items may not be disclosed to third parties, unless we have expressly agreed to in writing prior to its dissemination. This also applies to those documents which are marked as "confidential", no matter whether they are in paper or electronic format. Tools also stay in our sole property if the buyer the cost their production contributes partially. The purchaser shall return denoted at our request in the previous paragraph information and exhibits to us and to destroy any copies when and by him in the ordinary course of business are no longer required as part of the business relationship with us or if negotiations do not lead to the conclusion of a contract.
  5. Patterns are considered type patterns to illustrate the approximate loss of the goods. You do not justify any claim of the Purchaser that the delivered goods correspond to this pattern in detail, unless a certain conformity of the goods is expressly agreed in writing with the pattern.

III. Prices and payment, fulfillment

  1. Unless otherwise agreed, our prices are in EURO net "ex works" / "ex works (exw)" Gersthofen, Magdeburg, Rohrenfels or Friedberg (Incoterms 2000). Shipping and packing costs and sales tax at the statutory rate are not included and payable by the purchaser in addition. This applies in the case of exports also regarding duties and other public charges.
  2. We reserve the right to change our prices reasonable discretion to reasonably change if, after conclusion of the contract cost reductions or cost increases, especially due to collective decisions or material price changes occur. We will prove the purchaser on request.
  3. Unless otherwise agreed, our demands for money of our services are due 14 days after invoicing and delivery of the goods or loss. At the end of the order confirmation given, otherwise the previous payment period, the Purchaser § No. will be in default without need of a reminder, 286 paragraph 2 BGB 2.
  4. The purchaser shall pay interest on 247 BGB during the default on the debt at the rate of 8 (eight) percentage points above the base rate according to §. Our right to claim further damages shall remain unaffected. This does not affect our claim to merchants to require commercial maturity interest, § 353 HGB.
  5. Set-off or retention the buyer only if his counterclaims have been legally established or are undisputed. In case of defects remains para. VII.4. Sentence 2 unaffected.
  6. If, after conclusion of the contract can be seen that our claim is endangered on the purchase price / remuneration by a lack of customer (eg by an application to open insolvency proceedings), we are under the statutory provisions to refuse performance and - if necessary after a deadline - for withdraw from the contract (§ 321 BGB). For contracts for the manufacture of irresponsible things (single or custom), we can declare the reation immediately; the legal provisions regarding the dispensability of setting a deadline remain unaffected.
  7. Place of performance for all obligations of both parties our premises in Gersthofen, unless expressly another place of performance is agreed for a specific performance obligation.

IV delivery, delivery time

  1. Unless the order is confirmed or is otherwise expressly agreed in writing to another, deliveries are "ex works" / "ex works (exw)" Gersthofen, Magdeburg, Rohrenfels or Friedberg (Incoterms 2000). This also applies when we ship the customer's request the goods to a different location.
  2. Partial deliveries are allowed, unless they are unreasonable in relation to the expressly agreed contractual use for the customer.
  3. From us asked in Terms and dates for deliveries and services always are only approximate, unless that is a fixed period or a fixed date has been expressly agreed or agreed. If there is no definite date of delivery made or agreed in view, the delivery time is approximately 6 weeks from contract. If shipment has been agreed, delivery times and dates refer to the time of delivery to the carrier, freight forwarder or other third parties responsible for the transportation.
  4. We may - without prejudice to our rights arising from default by the customer - demand an extension of delivery and performance deadlines or a postponement of delivery and performance dates to the period in which the customer's to be fulfilled before delivery contractual obligations to not fulfill us. This is especially true for the case that our performance depends on a clarification of technical questions that require an involvement of the customer.
  5. Our liability in case of default shall be governed by Section VIII

V. Transfer of risk, transport, packaging

  1. Has the delivery "ex works" / "ex works (exw)" Gersthofen, Magdeburg, Rohrenfels or Friedberg (Incoterms 2000) to take place, the risk of accidental loss and accidental deterioration of the goods at the time to the Purchaser, in which we inform him that the goods are ready for collection. The risk is also transferred to the customer when he is in default of acceptance or violates a duty to cooperate, unless he is not responsible for the breach of duty. In these cases we are entitled to store the goods at our or a third party on behalf of the purchaser.
  2. Will Ship on request of the customer the goods by us, the risk is later than the date on it over in which the goods are made available on our premises for loading. This also applies to transport with our own vehicles.
  3. Successes allowed partial deliveries, the transfer of risk relates to this.
  4. The choice of mode and route of shipment, the packaging and transportation of the goods are, unless expressly agreed in writing deviant, in our proper discretion. The conment will be insured by us only at the express request of the customer and at his expense against theft, breakage, transport, fire and water damage or other risks. The obligation of the Buyer to insure the goods, to prov. X. 4 pointed out.
  5. Transport packaging and all other packaging according to the Ordinance can not be returned, they will become the property of the Purchaser; except for returnable packaging and pallets. The purchaser is obliged to arrange for disposal of the packaging at his own expense.

VI. Setup and installation / assembly

For the setting up and installation / mounting, unless otherwise agreed in writing, the following provisions:

  1. The Buyer shall provide at its own expense and in a timely manner:

    1. all earth and construction work and other ancillary work including the necessary skilled and unskilled labor, materials and tools,
    2. necessary for the installation and commissioning of commodities and materials such as scaffolds, lifting equipment and other devices, fuels and lubricants,
    3. Energy and water at point of use including connections, heating and lighting,
    4. at the site for the storage of machine parts, apparatus, materials, tools, etc. sufficiently large, suitable, dry and lockable rooms for the erection personnel and adequate working and recreation rooms including appropriate sanitary facilities; Furthermore, the Purchaser has taken to protect our property and the erection personnel at the site, the measures he would take to protect his own property,
    5. Protective clothing and protective devices needed due to particular conditions prevailing on the site.

  2. Before the erection work starts, the Purchaser shall provide the necessary information about the location of concealed electric power, gas and water lines or of similar installations as well as the necessary structural data are available.
  3. Before starting the installation or assembly required for the commencement of work materials and equipment at the installation or assembly site must be located and will be so advanced prior to start of any preparatory work may be that the installation or assembly started as agreed and carried out without interruption . Access roads and the installation or erection must be level and clear.
  4. Delay the installation, assembly or commissioning by not having to circumstances beyond our control, the purchaser shall bear the reasonable to bear the costs incurred by us or the installation personnel by waiting times and any additional traveling.
  5. The purchaser has a week to certify us the hours worked by the erection personnel as well as the completion of the installation, assembly or commissioning.
  6. We desire for completion to accept the delivery, shall comply therewith within two weeks of ordering. If not, the acceptance shall be deemed to have occurred. Acceptance is also deemed to have occurred if the delivery - is put to use - if necessary after completion of an agreed test phase.

VII. warranty claims of the customer

  1. For the rights of the Purchaser for material defects and defects of the goods, the statutory provisions not otherwise apply to the extent hereinafter stated. The special statutory provisions in the final delivery of the goods shall remain unaffected in any case to a consumer (supplier recourse gem. § § 478, 479 BGB).
  2. The warranty rights of the customer require that this his legal examination and complaint (§ 377 HGB) is fulfilled. If, when the investigation or later a defect, is to make us immediately inform in writing display. Regardless of this examination and notification, the Purchaser shall immediately notify in writing of obvious defects (including wrong and short delivery) from delivery. If the purchaser fails the proper investigation and / or dispatch the notification, our liability for the defect or not in time displayed is excluded.
  3. If the delivered goods are defective, we can choose first whether we afford remedy the defect (rectification) or by delivery of conforming goods (replacement). Our right to refuse the type of subsequent performance under the legal conditions remains unaffected.
  4. We are entitled to make the subsequent performance owed by the condition that the buyer pays the purchase price due / the due compensation. However, the customer is entitled to retain a reasonable relative to the defect part of the purchase price / remuneration.
  5. The buyer has to give us the necessary time and opportunity for subsequent performance owed, in particular to pass the impugned goods for testing purposes. In the case of replacement, the purchaser must return the defective item under the statutory provisions.
  6. The necessary for the purpose of testing and subsequent performance, in particular transport, travel, labor and material costs, we wear, when in fact there is a defect. However, if it is a defect the purchaser's request as to be unjustified, we can demand from the customer, the related expenses.
  7. In urgent cases, such as danger to operational safety or to prevent excessive damage, the buyer has the right to remedy the defect himself and demand reimbursement of the necessary expenses for this objective. From such a self-execution, we are immediately beforehand to notify whenever possible. The right of self does not exist if we would be entitled to refuse an appropriate remedy under the statutory provisions.
  8. If the supplementary performance has failed or to be set for late performance by the buyer reasonable period expired without success, or after the law is not necessary, the purchaser may rescind the contract or reduce the purchase price / remuneration. In a minor defect, however, there is no right of rescission.
  9. Claims for damages or compensation for futile expenses consist only in accordance with Section VII and shall otherwise be excluded.

VIII. other liability

  1. As far as can be seen from these GTS including the following provisions otherwise, we shall be liable for any breach of contractual and non-contractual obligations under the relevant statutory provisions.
  2. In compensation, we are liable - on whatever legal reason - in case of intent and gross negligence. In case of simple negligence, we shall only

    1. for damages arising from injury to life, body or health,
    2. for damages resulting from the breach of an essential contractual obligation (obligation whose fulfillment enables the proper execution of the contract and on whose compliance the contractor relies and may rely); in which case our liability is limited to the replacement of the foreseeable, typically occurring damage.

  3. The from clause. 2 resulting limitations of liability do not apply if we maliciously concealed a defect or have a guarantee for the quality of the goods. The same applies to claims by the Purchaser pursuant to the Product Liability Act.
  4. Due to a breach of duty, which do not consist of a defect, the purchaser may rescind or terminate the contract if we are responsible for the breach of duty. A right of termination of the customer (especially section. § § 651, 649 BGB) is excluded. In all other respects, the reation and the termination, the legal requirements and legal consequences.

IX. Limitation

Claims of the Purchaser based on a breach of duty under a purchase contract, statute of limitations subject to § 479 BGB uniformly in one year after delivery of the goods. This applies regardless of whether the breach of duty constitutes a material defect or in violation of any other contractual obligation. For damages due to injury to life, body or health, damage, covered by the product liability law and damages based on intent or gross negligence, it remains a statutory limitation. If the goods have been their normal use, after used for a building and have caused its defectiveness, it is also in accordance with the statute of limitations. § 438 paragraph 1 No. 2 BGB.

X. Retention of title

  1. We reserve title to the goods delivered by us until full payment of all present and future claims arising from the delivery and an ongoing business relationship (secured claims); in the case of an existing open account the reservation relates to the recognized balance.
  2. The goods subject to retention of title may be pledged before full payment of the secured claims to third parties, be transferred by way of security. The customer has to inform us immediately in writing if and when accesses are made by third parties to the goods belonging to us so that we can bring an action pursuant to § 771 ZPO. If the third party is not able to give us the judicial and extrajudicial costs according to a lawsuit. To § 771 ZPO, the customer shall be liable for any loss incurred by us.
  3. In breach of contract by the customer, especially for non-payment of the purchase price due, we are entitled under the statutory provisions of the contract and / or the goods on the basis of retention of title. The demand does not automatically mean a declaration of withdrawal; rather, we are entitled to claim return of the goods and reserve the right to withdraw. Not the customer pays the purchase price when due, we may make these rights only if we have set the buyer beforehand for a reasonable period for payment or such a time limit in accordance with statutory provisions is unnecessary.
  4. The customer is obliged to handle the goods with care. He shall insure them at his own expense against fire, water, breakage, transport damage and theft at replacement value and keep insured during the duration of our reserved property.
  5. The purchaser is entitled to resell the goods under retention of title in the ordinary course of business and / or process. In this case, the following provisions shall apply in addition.
    1. The retention of title extends to the products resulting from the processing, mixing or combining of our goods to their full value, and we shall be the manufacturer. The event of processing, mixing or combining with third parties' rights should exist, we shall acquire co-ownership in proportion to the invoice value of the processed, mixed or combined goods. Otherwise, if the resulting product is the same as for the goods delivered under retention of title.
    2. The resulting from the resale of the goods or products claims against third parties the customer already or to the amount of our possible co-ownership pursuant to the preceding paragraph to the security to us. Exists between the customer and the third party is an open account, the asment relates also to the recognized balance and in the event of insolvency of the third party "causal" and on the balance. We accept the asment. Referred to in Section 2 Obligations of the Purchaser shall also apply in respect of the ased claims.
    3. To collect the claim of the customer remains entitled beside us. However, we undertake not to collect the claim as long as the customer meets his payment obligations towards us, does not fall into arrears, no application has been made for the opening of insolvency proceedings and no other defect is present its performance. If this is the case, then we can demand that the customer informs us of the ased claims and their debtors, provide all information necessary for collection, hand over the relevant documents and the debtors (third parties) of the asment.
    4. If the realizable value of the securities exceeds our claims by more than 10%, we shall release requested by the customer securities of our choice.

XI. Damage claims by the seller

  1. Our right to ask a seller for damages, is governed by the statutory provisions, unless otherwise provided in this Treaty. If we demand damages instead of performance and the goods are not delivered or is withdrawn by us exercise our legal rights, then a compensation in the amount of 25% of the purchase price will be required without proof. If we can prove that we have a higher damage than the flat rate, we can demand compensation also further damage.
  2. Suppose the purchased item within the agreed retention of title or in connection with our claim for damages in lieu of performance back, we shall be entitled in addition to the above Item. 1 agreed liquidated damages as compensation for the expenses of the return and recycling a flat rate of 15% of the time value of the returned goods to.
  3. The purchaser reserves the right to prove that we have no or lower losses than those in the above Item. 1 and 2 specified packages are created.

XII. Evidence for export supplies and intra-Community supplies

  1. If delivery is made by us as VAT exempt export or subcontracting of items the export or tax-exempt intra-Community supply of goods within the meaning of § § 4 No. 1 lit. a and b, 6, 6a, 7 of the UStG (German Sales Tax Law), the customer is obliged, on our request, provide any documentary evidence in accordance with § § 8 ff, 17a ff to submit UStDV (German Sales Tax Implementing Regulation), which for receipt of the sales tax exemption are required, particularly but not exclusively
    1. export deliveries or contract processing to objects export an export confirmation of monitoring the output of the supply from the Community territory border customs office of a Member State of the European Union;
    2. in intra-Community supplies the delivery, a written acknowledgment of receipt of the customer or the recipient, to the supplies of the purchaser, as well as in cases where the buyer the goods are transported or dispatched, a written guarantee to the purchaser or his authorized representative, that he in the goods, the rest of the Community territory conveyed.
  2. Sends us the customer requested documents after we have asked the customer, setting a deadline of two weeks to submit the documents within the time limit to, the purchaser is obligated to pay us a penalty. The amount of the penalty is the amount in euros, which corresponds to the amounts attributable to the delivery of value added tax, if this would apply. The assertion of further damage, we reserve the right to. The penalty will be deducted from damage as a result of eventual actually officially retrospectively demanded sales tax.

XIII. Choice of Law and Jurisdiction

  1. For this AVB and all legal relations between us and the purchaser the right of the Federal Republic of Germany to the exclusion of all international and supranational (contractual) legal systems, in particular the UN sales law. Requirements and effects of retention of title acc. § 6 are governed by the law of the respective location of the matter, so far as that the choice of law in favor of German law is inadmissible or ineffective.
  2. If the customer is a merchant, legal entity under public law or public law special fund, our registered office of jurisdiction; However, we are also entitled to sue the customer at his office or any other permissible in individual cases jurisdiction.