A) All agreements and offers are based on the terms and conditions of Gasper.
1) The prices offered and invoiced shall be in EURO per item plus the applicable rate of VAT including packaging. The articles can only be purchased in the corresponding minimum purchase units.
The offers of Gasper shall be subject to change without notice in every respect; the general use of a new price list shall invalidate all previous price lists and offers. Gasper shall be entitled to adjust the quantities ordered to the packaging units stated in the price lists of Gasper valid at the time. Excess or short deliveries of up to 15 % of the quantity ordered shall be permissible.
All declarations of the buyer shall only be binding on Gasper after we have confirmed them in writing.
2. the minimum order value shall be EURO 100.00 net per delivery. If the order value is less than EURO 100.00, we shall charge a minimum quantity surcharge of EURO 10.00.
B) From EURO 600.00 net order value, as amended on 6.6.2011, shipping shall be free to destination station. Cartage shall be borne by the recipient. Gasper shall decide on the mode of dispatch and packaging. The customer shall bear the risk of accidental deterioration, damage or loss of the goods. Shipment shall always be at the risk of the customer.
If express delivery is desired, the costs shall be borne by the recipient.
For foreign orders from the EU, the minimum order value must be EURO 1500.00 net, for orders from third countries EURO 3000.00 net. Shipment from EURO 1500.00 is free German border or free customs clearance carrier.
1. complaints about the nature or quality and 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.
The return of goods shall require the written consent of Gasper. If such goods are returned without the consent of Gasper, no legal consequences may be derived from this, in particular not from the provisional acceptance of the returned goods. The customer shall bear the costs of storage of goods which have been returned to Gasper without consent.
The sizes stated or sampled by Gasper shall be approximate sizes; size deviations of up to 10% shall be deemed to be customary in the trade for articles from Gasper and shall not give rise to any complaint.
Sampled articles correspond to the current status. However, Gasper reserves the right to make minor changes in form and colouring. Samples shall only be sent against payment. Their return is excluded.
In the event of justified complaints, Gasper undertakes to supply a replacement for the goods complained about. Any claims over and above this, in particular claims for a reduction in price and for compensation, shall be expressly excluded.
Unless otherwise agreed, invoices of Gasper shall be payable within 14 days of the date of invoice with a 2% discount, and within 30 days of the date of invoice net. Payments shall be made free of charges.
All payments by the debtor shall be set off in advance against interest and costs in accordance with § 367 BGB (German Civil Code), and then against the oldest claim. If the payment deadline is exceeded, interest on arrears, but at least 12%, will be charged from the due date without any special notice of default being required. For each reminder an additional lump sum of EURO 7.50 will be charged.
On the basis of orders, we are entitled to make partial deliveries and to invoice these after delivery. The customer is not entitled to refuse payment that is not on time on the grounds that the entire order has not yet been delivered in full. In case of default of payment, all remaining claims are due in full.
3. first orders of customers who have not yet been supplied are generally sent cash on delivery.
4. force majeure within the meaning of the law and untimely delivery by Gasper through its domestic and foreign suppliers, official orders and circumstances of any kind which result in considerable disruption of operations (shortage of raw materials, damage to machinery and tools, etc.) shall release Gasper from its obligation to perform for the period in which such circumstances occur and, if the delivery period is exceeded as a result thereof, shall give the seller and the buyer the right to withdraw from the contract of sale after expiry of a subsequent delivery period which is deemed reasonable by both parties. In the event of a justified withdrawal, the assertion of claims for damages on the part of the purchaser is excluded.
5. retention of title
a) The goods delivered by Gasper shall remain the property of Gasper until all claims of Gasper have been settled in full, irrespective of the legal grounds - in the case of payment by cheque, bill of exchange or reverse bill of exchange until they have been honoured - even if the purchase price for specially designated deliveries has been paid. In the case of a current account, the retained title shall be deemed to be security for the balance due to Gasper.
b) The buyer shall store our goods subject to reservation of title of Gasper in a special way or clearly mark them. He may sell property of Gasper only in the ordinary course of business and only as long as he has met his payment obligations. Pledging and transfer of ownership by way of security shall not be permitted. The buyer shall notify Gasper without delay in the event of seizure, confiscation or other dispositions by third parties and shall send copies of the relevant disposal documents. In order to ensure distinctiveness, deliveries made by Gasper may only be passed on with a separate invoice.
c) In the event of sale and processing, the customer shall assign to Gasper here and now, as security for all claims of Gasper, his claims against his customers to which he is entitled as a result thereof, in the amount of the value of the goods subject to reservation of title, which shall be determined by the invoice amounts of Gasper, plus 20 % of this amount, without the need for a further declaration of assignment.
At the buyer's request we shall be obliged to release the securities to the extent that their value exceeds the claims to be secured by more than 20 %.
In the event that the customer acquires ownership or co-ownership of the goods reserved by Gasper as a result of processing, the customer 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 customer shall keep these items in proper custody for Gasper, whereby Gasper shall acquire 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.
The customer shall assign to Gasper in advance any claims against third parties in place of the goods supplied by Gasper. In all other respects paragraph 1 shall apply accordingly.
The place of performance and place of jurisdiction in all cases shall be Cologne; the law of the Federal Republic of Germany shall apply.
All information in catalogues and price lists shall be subject to the usual reservation.
51147 Cologne, October 2016 GASPER GmbH