Terms of Service

Delivery and payment terms
(hereinafter referred to as „conditions“)

As of February 2010 *


1. General:

For all our deliveries, including all follow-up transactions, our delivery and payment conditions apply exclusively. Insofar as they do not contain a regulation, the legal regulation applies. The application of general terms and conditions of our contractual partners is excluded. This also applies if we do not contradict them separately. The execution or acceptance of contractual services by us does not constitute acceptance of any other terms and conditions.

Our invoice is also valid as an order confirmation on the basis of the following conditions. The customer accepts these conditions if he does not object within 3 days after receipt of the invoice. They apply immediately upon conclusion of a contract, otherwise at the latest upon receipt of the goods as accepted. Employees below the level of managing directors and authorized representatives are not entitled to make individual agreements deviating from the following conditions; their power of representation is limited in this respect. The effectiveness of such deviations depends on the approval of at least one authorized officer. By sending the invoice and order confirmation, the notification has been made that purported personal data of the buyer are stored by us.

The data processing takes place in compliance with the regulations of the Federal Data Protection Act.

2. Delivery time:

The day of delivery is the date of dispatch of the invoice and order confirmation. The shipment is at the risk of the buyer from the dispatch. All facts beyond the control of the seller, eg For example, disruption of operations, handicapped supply of raw materials and supplies, missing loading options, official measures, strikes and lockouts and cases of force majeure release him for the duration of the disability, or finally, at his option, for the non-achievable part of the Obligation to deliver without the buyer having claims against the seller due to the withdrawal. If the delivery delay exceeds a period of one month, both the seller and the buyer are entitled to withdraw from the contract with regard to the quantity affected by the delivery disruption. Further claims do not arise. For completed purchases, we are entitled to distribute the final quantity evenly over the entire period. The buyer can not refuse partial deliveries.

3. Prices:

The prices are exclusive VAT. The prices and conditions of the list valid at the time of delivery always apply, unless fixed prices have been agreed. All quotations and sales prices are based on the respective production costs; should these change, it is reserved to charge the prices that arise on the day of delivery. Decisive for the calculation are the delivery quantities determined in the supplier’s factory. All prices are ex works and for stock sales ex warehouse. Dyeings of stains, varnishes and primers require a surcharge of EUR 25, – per recipe preparation, in addition to a markup. Freight crediting occurs when at least EUR 500 CLOU price list items are purchased in a consignment, or in the event that the list valid at the time of delivery permits a freight credit for other conditions. For orders with a net order value of EUR 50, – a minimum quantity surcharge of EUR 10, – will be charged. All deliveries are made uninsured at the expense and risk of the buyer, even if the delivery or fob or cif delivery has been agreed.

4. Packing:

The shipment happens in suitable licensed packaging.

5. Terms of payment:

Our invoices are payable net within 30 days of the invoice date or within 10 days with 2% discount. We only accept bills of exchange by express agreement. Discount and bill charges go to buyer’s charges and are payable immediately in cash. In the case of overruns or late payments, default interest in the amount of 8% above the respective base interest rate must be paid. All claims, including current bills of exchange, will become due immediately if payment conditions are not met or we become aware of circumstances that, in our opinion, reduce the Buyer’s creditworthiness. We are entitled in such a case, still outstanding deliveries to other payment conditions, e.g. Prepayment or security, to perform or to withdraw from the conclusion or to demand compensation for non-performance, which is 15% for expenses already incurred, loss of profit and agency commission. In this case, we can also prohibit the resale of the goods delivered under retention of title and demand their return or the transfer of the indirect possession at the expense of the purchaser. Retention and set-off because of claims of the buyer disputed by us are excluded.

6. Retention of title:

Our deliveries remain our property until payment of all our claims, for whatever legal reason, even if the purchase price for specially designated claims has been paid. For current accounts, the reserved property is considered a security for our balance claim. Processing for us under exclusion of the acquisition of property according to § 950 BGB, without obligation to us. The processed goods serve as our security in the amount of the invoice value of the reserved goods. In the case of processing with other goods not belonging to us by the buyer, we are entitled to co-ownership of the new item in proportion of the value of the reserved goods to the other processed goods at the time of processing. The same applies to the new object resulting from the processing as with the reserved goods. It is considered a conditional commodity in the sense of these conditions. The claims of the buyer from the resale of the reserved goods are now assigned to us, regardless of whether the reserved goods without or after processing and whether they are sold to one or more customers. The assigned claim serves as a security in the amount of the value of the respective reserved goods sold. If the reserved goods are sold by the buyer together with other goods not belonging to us or without processing, the assignment of the purchase price claim shall only apply in the amount of the value of the reserved goods. The buyer may sell our property only in the ordinary course of business and as long as he is not in default.The buyer is entitled to resell and resell the reserved goods only with the proviso that the purchase price claim from the resale in accordance with paragraphs 2 and 3 to us passes. He is not entitled to other dispositions concerning the reserved goods. At our request, he is obliged to disclose the assignment to his customer for payment to us. If the value of the securities existing for us exceeds our claims by more than 20%, we are obliged to release securities of our choice at the buyer’s request. Insofar as the retention of title according to the law of the country in which the delivered goods are located, should not be effective, the buyer shall, at our request, order an equivalent security. If he does not comply with this request, we can demand immediate payment of all outstanding invoices, irrespective of agreed payment terms.

7. Place of Performance – Jurisdiction:

Place of fulfillment and place of jurisdiction within the framework of the legal principles for both contract parties Offenbach a. M. This also applies to the order for payment procedure and to complaints in the bill of exchange and check process; We are also entitled to sue the buyer at his general place of jurisdiction. We are entitled to pass on the data of goods and payments to third parties.

8. Warranty:

The acceptance of the object of the purchase excludes all warranty claims, as far as the acceptance does not state a reservation or certain defects are indicated. An unconditional acceptance shall be deemed to have taken place if the buyer has not declared a complaint in writing within 3 days of taking possession of the consignment, stating the reasons. Defects that can not be determined even with the most careful examination must be reported immediately after the discovery of the defect (at the latest within 3 months after delivery). Otherwise all warranty claims are excluded. We take back defective goods and replace them with faultless goods. Instead, we can also replace the inferiority. All other claims, in particular claims for damages, are excluded, unless there is gross negligence or the absence of a guaranteed property. Claims for damages arising from defects expire at the latest 6 months after the date of delivery. A guarantee for the surface treatment with our materials can not be accepted as we have no influence on the proper processing. Complaints are excluded in any case, if dilutions, hardeners, additional paints or other components are admixed, which are not supplied by the supplier or recommended by him for the application or which were not used in accordance with the processing instructions given by the supplier. Product recommendations of the supplier do not release the buyer from checking on their own responsibility whether the product is suitable for the intended use. In the case of delivery according to samples, a guarantee for absolute color uniformity can not be assumed. Our application-technical advice in word, writing and special elaborations is not binding. It does not fulfill any ancillary obligations arising from the purchase agreement, nor does it create a separate legal relationship. Therefore, except in the case of gross negligence or as a result of an assumed quality or durability guarantee or according to the provisions of the Product Liability Act, liability is excluded. If liability nevertheless comes into question, then this is limited to a liability sum of (€ 2,500, -) for damage to property. With the use of a specialist consultation, the customer accepts the above conditions.

©ASUSO GmbH. Alle Rechte vorbehalten.

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