Terms and Conditions

GENERAL TERMS AND CONDITIONS

GASPER GmbH

1 Scope of application
The following General Terms and Conditions of Sale shall apply exclusively to all our deliveries and services, unless expressly agreed otherwise in writing.
These General Terms and Conditions of Sale shall apply with immediate effect as of 01.06.2021 and replace the previously applicable General Terms and Conditions and shall apply to all purchase contracts concluded between GASPER GmbH and companies, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB), including purchase contracts based on orders placed via our online store.
2 Offer and conclusion of contract
Our offers are always subject to change and non-binding. The offered and calculated prices are in Euro per piece, including packaging plus the applicable VAT rate. The articles can only be purchased in the corresponding minimum purchase units.
The general use of a new price list invalidates all previous price lists and offers. Gasper is entitled to adjust the order quantities to the packaging units stated in the respective valid price lists. Excess or short deliveries of up to 15% of the order quantity are permissible.
Orders via the online store require the registration of the customer with proof of a trade license. The customer makes a binding offer to purchase the products stored in the shopping cart by clicking on the button "order with obligation to pay". Before submitting the order, the customer can change and view the data at any time. However, the offer can only be submitted and transmitted if the customer has accepted our Privacy Policy and our General Terms and Conditions and thereby included them in his offer.
A delivery contract is only concluded when Gasper expressly confirms the customer's order in writing or makes the delivery without separate confirmation. The order confirmation is decisive for the content of the delivery contract. Verbal declarations and statements made by our sales representatives/travelers are non-binding in any case.

3 Delivery and transfer of risk
In principle, delivery shall be made by a contractual partner designated by us, whereby shipment shall be made to the address specified by the Buyer in each case. Unless otherwise agreed, we shall also be entitled to determine the appropriate method of shipment (in particular transport company, shipping route, packaging) at our own reasonable discretion. We only owe the timely, proper delivery of the goods to the transport company and are not responsible for delays caused by the transport company. A shipping time stated by us (period between handover by us to the transport company and delivery to the buyer) is therefore non-binding.
The minimum order value for first orders for deliveries within Germany is 1.500,00 € net. For goods with a net value of € 600.00 or more, deliveries shall be made free of charge to the place of destination. The minimum order value for first orders for deliveries within the European Union is 1.500,00 € net. Deliveries above a net value of € 1,000.00 shall be made free to destination (DAP named place according to Incoterms 2020). For orders from Switzerland, the minimum order value for initial orders must be € 3,000.00 net and the delivery will be made from a goods value of € 1,500.00 net free to destination - duty unpaid and untaxed (DAP named place according to Incoterms 2020). For orders from all other so-called third countries, the minimum order value for initial orders must be € 5,000.00 net and delivery will be made from our warehouse in 51149 Cologne or 99706 Sondershausen-Oberspier (FCA named place according to Incoterms 2020).
Place of performance for deliveries is our warehouse in 51149 Cologne or in 99706 Sondershausen-Oberspier, unless otherwise expressly agreed in writing.
If express or urgent delivery is requested, the costs shall be borne by the recipient. GASPER shall be entitled to make partial deliveries which are reasonable for the customer.
The risk of accidental loss and accidental deterioration of or damage to the goods shall pass to the Customer upon handover of the goods to the company commissioned with the transport, in the case of an order on call upon provision of the goods for collection and notification of readiness for collection. Shipment is always at the risk of the purchaser.
Delivery periods shall only commence after clarification of all details for the execution of the order. Compliance with delivery periods shall be conditional upon the timely and proper fulfillment of the Purchaser's obligations and the performance of services to be rendered by the Purchaser in accordance with the contract prior to delivery (e.g. advance payment).
The occurrence of force majeure within the meaning of the law as well as the untimely delivery of our domestic and foreign suppliers, official orders as well as circumstances of all kinds for which we are not responsible but which result in a considerable disruption of operations (shortage of raw materials, damage to machines and tools, etc.) shall release GASPER from the obligation to perform for the time of the occurrence of these circumstances. In the event that the delivery period is exceeded due to these circumstances, after the expiry of a subsequent delivery period to be considered reasonable by both parties, they shall give the Seller and the Buyer the right to withdraw from the purchase contract. In the case of justified withdrawal, the assertion of claims for damages on the part of the purchaser is excluded.
Other exceeding of delivery dates/delivery periods shall entitle the customer to withdraw from the contract if he had unsuccessfully set us a reasonable grace period of at least
4 weeks. The grace period must be set in writing.
If the customer refuses to accept the goods or if the dispatch of the delivery is delayed for other reasons for which the customer is responsible, the risk shall pass at the beginning of the customer's default in acceptance. Storage costs after the passing of risk shall be borne by the customer. In the event of delay, we shall be entitled to charge storage costs at a flat rate of 1% of the invoice amount for each month or the actual damage, unless the customer proves a lower damage. Alternatively, we are entitled to withdraw from the contract or to claim damages instead of performance after setting a corresponding grace period.
Unless otherwise agreed in writing, specifications regarding weight, dimensions, material and quality are only approximate. Deviations in this respect are permissible within the scope of what is customary in the trade and do not entitle the purchaser to assert warranty claims.

4 Prices and payment
All prices are subject to change and non-binding. Prices contained in catalogs, brochures, offers and in the online store on the website of GASPER are net prices plus value added tax in the respective valid amount, excluding all incidental costs, in particular customs duties, taxes and duties of import and export.
Invoices of Gasper are, unless otherwise agreed, payable within a period of 14 days from date of invoice with 2% discount, within 30 days net. All payments of the debtor will be set off in advance against interest and costs according to § 367 BGB (German Civil Code), and then against the oldest claim.
The customer is in default if the payment deadline is exceeded, without the need for a further request for payment. Interest on arrears shall be charged at a rate of 12% of the outstanding debt. The assertion of a higher damage caused by default remains reserved. For each reminder, an additional flat-rate cost of € 7.50 will be charged.
We are entitled to make partial deliveries (see § 3 point 4) and also to invoice these in each case after delivery. The customer shall not be entitled to refuse payment not made on time on the grounds that the entire order has not yet been delivered in full. In the event of default in payment, all residual claims shall be due in full.
In the case of first orders of customers who have not yet been supplied, GASPER shall be entitled to deliver only against advance payment. This right shall also exist if we become aware of economic changes at the buyer.
Payment shall be made directly to the bank account named in the invoice. Any bank charges incurred for foreign bank transfers (outside the EU) shall be borne by the customer.
5 Retention of title
We retain title to the delivered goods until full payment of all claims arising from the purchase contract. In case of current account the reserved property is considered as security for balance claims of Gasper.
The buyer has to store goods subject to retention of title in a special way or to mark them clearly. The goods may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer shall notify us immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g. seizures) seize the goods belonging to us and shall send copies of the relevant documents of disposition. In order to maintain distinctness, deliveries of Gasper may only be passed on with a separate invoice.
In the event of sale and processing, the buyer assigns to Gasper already now, as security for all claims of Gasper, his claims arising therefrom against his customers in the amount of the value of the goods subject to retention of title, which is determined by invoice amounts of Gasper, plus 20 % of this amount, without any further declaration of assignment being required. At the request of the buyer we are obliged to release the securities insofar as their value exceeds the claims to be secured by more than 20%.
In the event that the buyer acquires ownership or co-ownership of the goods reserved by Gasper through processing, he hereby assigns to Gasper the ownership or co-ownership of the newly created items as security for the latter's claims, with the simultaneous agreement that the buyer shall duly keep these items for Gasper, whereby Gasper acquires co-ownership of the newly created item in a proportion resulting from the ratio of the goods delivered by Gasper to the value of the created item.
Any claims against third parties replacing the goods delivered by Gasper shall be assigned by the buyer to Gasper in advance. In all other respects paragraph 1 shall apply accordingly.

6 Documents and advertising materials
All data in catalogs, price lists and data made available to the customer via other media are subject to the usual reservations.
Sizes indicated or sampled by Gasper are approximate. Size deviations of up to 10% are considered customary for Gasper products and do not give reason for complaint.
Samples correspond to the current status. Gasper reserves the right to make minor changes in shape and color. Samples will only be sent against payment. Their return is excluded.
7 Warranty
Complaints about the condition or the quality as well as the quantities of the goods can only be made within a period of 8 days after receipt of the goods. Complaints must be made in writing.
Return of goods requires the written consent of Gasper. If corresponding goods are returned without the declaration of consent, no legal consequences can be derived from this, in particular not from the provisional acceptance of the returned goods. The costs of storage of goods returned to Gasper without consent shall be borne by the customer.
In case of justified complaints Gasper undertakes to deliver replacement for the goods complained about. Any further claims, in particular claims for reduction of purchase price and claims for damages, are expressly excluded.
8 Applicable Law / Place of Jurisdiction
This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall in all cases be Cologne.
9 Final Provisions
Should any provision of this contract be or become invalid in whole or in part, the invalidity of this provision shall not affect the validity of all other provisions of this contract. The invalid provision shall be replaced by a legally valid provision which, from an economic point of view, comes as close as legally permissible to the regulatory purpose pursued by the invalid provision. The same applies to loopholes in the contract with the customer including these General Terms and Conditions of Sale.

Gasper GmbH Ettore-Bugatti-Strasse 51 51149 Cologne As of: November 2021

 

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