General Sales and Delivery Terms of Gunold GmbH (Gunold)
The following terms apply to all offers submitted by Gunold and purchase contracts concluded with Gunold. Differing terms of the buyer shall only be valid if they have been approved by Gunold in writing.
Unless otherwise indicated all prices are ex works Stockstadt without packaging.
2. Shipment / Insurance
Shipment shall be effected at the recipient s expense and risk. The risk passes to the buyer, as soon as the consignment has been handed over to the person carrying out the transportation or as soon as it has left the Gunold warehouse for dispatch. Production-related excess or short deliveries are permitted within a tolerance of 10 per cent of the total order quantity, especially in case of custom-made products.
3. Delivery Time / Disruptions
Any dates quoted by Gunold for the delivery of product(s) are estimates only and shall not form part of the contract. Gunold aims to deliver promptly, however delays are occasionally inevitable due to unforeseen factors. Gunold shall be under no liability for any delay or failure to deliver the product(s) within the estimated delivery time, except for gross negligence. Partial deliveries are permitted where this is not unreasonable for the buyer.
4. Notice of Defect
The buyer shall be obliged to check the delivered goods for obvious defects immediately after delivery. Buyer shall notify Gunold in writing of these defects immediately, in any case no later than within 8 days. Hidden defects are to be reported immediately after discovery.
Minor and technically inevitable deviations in quality, colour or finish have to be accepted.
In case of justifiable complaints Gunold shall be obliged to deliver non-defective replacement goods within an appropriate period of time. Further claims such as damages arising from defects shall be excluded. Gunold will not take back goods which have been properly delivered.
5. Extended Retention of Title
All the goods delivered by Gunold shall remain the property of Gunold until the purchase price has been paid in full and until all outstanding debts arising from the business relationship have been settled in full, including all interest and expenses.
In case the buyer is an appointed and by separate agreement authorised reseller, he shall be entitled to resell the goods delivered prior to payment. In such a case he already assigns now the monetary claims that are payable to him resulting from reselling the goods or for other legal reason against the customers. Gunold shall be entitled at any time to ask the buyer to disclose the debtor s address. As long as the buyer fulfils his contractual duties, he shall be authorized to collect for Gunold any assigned monetary claims. Gunold shall have the right to revoke this authorization and collect monies directly in case of delays of payment or nonhonoured obligation of a bill of exchange. The buyer has to disclose all his monetary claims arising from reselling.
All other buyers shall be entitled to use the purchased products in their manufacturing process in the course of their ordinary business only. In this case, it shall be agreed now that Gunold is a manufacturer in the sense of § 950 BGB (German Civil Code) and gains direct ownership in the newly created goods in a proportional ratio to the value of the goods purchased from Gunold. If the newly created goods consist of products of multiple owners, Gunold shall gain co-ownership in proportion to the value of goods delivered by Gunold (fractional shares).
If goods that are under subject of retention of title are being combined or mixed with other goods and chattels, the same rules and provisions as in the paragraph above, shall apply.
Furthermore the buyer shall be obliged to inform Gunold immediately about impending or carried out orders of attachments affecting goods of Gunold still under retention of title. The buyer is aware of the fact that a violation of the above obligation makes him liable for damages.
6. Place of Performance / Court of Jurisdiction and Choice of Law
Unless otherwise stated, the place of performance for delivery and payment shall be Stockstadt. Court of jurisdiction shall be Aschaffenburg. German law shall be applicable. UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Should one provision be null and void, the legal validity of the other provisions herein shall remain unaffected.
This translation is for convenience only, the German text is binding.
Additional Conditions for Online Sales
8. User Registration
1) Your registration for our online trading system is free of charge. There is no right for being admitted to our online trading system. It is a closed business to business shop for registered customers of Gunold GmbH and only individuals or companies engaged in commercial business shall be entitled to participate. To register it is necessary to fill in and mail back the application form that is available on our website electronically. You are obliged to keep your access data secret and under no circumstance third parties should be allowed access to these.
2) Except for the acceptance of these General Sales and Delivery Terms, your registration does not carry any further obligation. You can always have your registration deleted at any time. The registration in itself does not constitute an obligation to buy our offered products
3) In case your registration details change, you will be responsible for updating these. Any change can be made online under log-on after logging in.
9. Conclusion of contract
The presentation of our products does not constitute a binding offer on our part. The binding offer according to § 145 BGB (German Civil Code) is concluded with your order only. Offers are accepted with the delivery of the goods at the latest.
Colour illustrations on our website are of purely informative character. Their presentation depends on the individual settings of your computer. We shall not be responsible for the correctness of this information.