Delivery and payment conditions
of helsaform GmbH
(1) All conditions made to the contrary by the purchaser which may perchance be included in
the contract are herewith nullified by the conditions stated below. (2) The same is also applicable
in cases where specific objections are not raised by the vendor. (3) Acceptance without objection,
implies acknowledgment of the contents of the confirmation of contract and the conditions
as stated below. (4) Special agreements which are not themselves evident from the confirmation
of contract, require a written confirmation.
§ 1 The Place of Contractual Completion and Jurisdiction
(5) The place of “contractual completion and jurisdiction” for all matters and claims arising from
the contract of supply and for all such of a non-contractual nature is Bayreuth. (6) This also
applies to the clearance of cheques and bills of exchange.
§ 2 Contents of the Contract and Supply
(7) Until the time of written confirmation of a contract, all offers made by ourselves are not
binding. (8) The delivery of the goods is ex-works. (9) The delivery date is counted as being the
date on which the goods were passed to the forwarding agent. (10) The delivery charges and
risks during delivery are carried by the purchaser. (11) At the time of transfer of the goods to the
forwarding agent or at the time of collection, the responsibility for accidental loss or damage
of the same is ascribed to the purchaser. (12) The packaging costs are as calculated by ourselves in cases where a type of packaging is required which varies from our standard, or is either especially requested by the purchaser. (13) The prices as quoted by the vendor are inclusive of the sales tax applicable at the time of delivery. (14) We reserve the right to impose a proportionate increase in price at the time of confirmation of a contract in respect of unforeseen raw material, wage, energy and all other increases in costs, as well as in the event of extraordinary economical developments. (15) The
purchaser herewith conceeds his consent. (16) We ship the goods uninsured
§ 3 Collection of Goods and Disputes
(17) The buyer agrees that for production reasons it is possible that the seller may deliver up to
plus of minus 10 % of the actual order quantity. (18) If the purchaser does not collect the goods in accordance with the details contained within the confirmation of contract, the vendor may serve the purchaser with a written 10 day notification to collect. (19) Upon expiry of the notification, the vendor may invoice the goods, whereupon the invoice falls immediately due for payment without further notification. (20) In this case, the vendor may also exercise the right to withdraw from the contract, or to demand compensation from the purchaser. (21) In cases of disputes, strikes, official procedures as well as all other disruptions for which the vendor is not responsible, the vendor is except from his contractual obligations. (22) The vendor is, however, to give notification to the purchaser without delay. (23) The purchaser remains obligated to the terms of contract for a period of five weeks. (24) Upon
expiry of this term, the purchaser is exempt from the contract. (25) In the aforementioned cases, the purchaser is precluded from instituting compensatory claims.
§ 4 Term of Delayed Delivery and Complaints in respect of Quality
(26) If the vendor falls into arrears with the delivery, the purchaser shall give the vendor written
notification of a “term of extended delivery” of four weeks together with a warning, that
following elapse of the period of notification fulfilment of the contract is to be rejected. (27) The
purchaser is excluded from lodging claims in respect of late delivery during the course of the
“term of extended delivery”. (28) Notification of complaints in respect of a delivery of goods is to be given in writing to the vendor by the purchaser without delay and within a period of one week following receipt of the goods at the point of destination. (29) The period allowed for the notification of faults which
are not at first evident is one month. (30) All complaints against goods delivered are void immediately after cutting or any other form of machining or processing has taken place. (31) Complaints may not be made in respect of unavoidable normal commercial or slight technical variations in the quality, the colour,
dimension, weight, the equipping thereof or in relation to the design of an article. (32) In the event of justified complaints, the vendor has the right of improvement of the supply of replacement goods which are free of fault. (33) Should the vendor not exercise his rights in respect of improvement or replacement, the purchaser is only entitled to a proportionate reduction in an amount due, he is not, however, entitled to right of withdrawal from the contract or to make claims for compensation. (34) Claims also made in respect of violation of the contract are precluded.
§ 5 Payments
(35) All invoices are payable and due within the time allowed for payment as stated on the reverse side. (36) In the event of non-compliance with the net time allowed, the vendor may, and
without notification, debit the purchaser with interest charges at a rate of 8 % above the
“Federal German Bank” base lending rate, as well as reminder charges of 5.00 EUR in respect
of each reminder issued. (37) Bills of exchange, and as far as they are included with a payment are only accepted against refunding of the bank – discount and collection costs. (38) If the purchaser falls into arrears with a payment or should a serious deterioration occur in his financial circumstances, the vendor may deem all unpaid invoices as being immediately due and also demand a cash in advance payment before the delivery of goods. (39) The setting of accounts with disputed amounts and the withholding of amounts due is not permitted.
§ 6 Rights of Ownership
(40) Until full payment of all current an future demands made by the vendor has been made, the
goods remain the property of the vendor. (41) The purchaser is entitled to process and to sell the goods under consideration of the following conditions:
a) (42) The authorization of the purchaser to sell reserved goods within normal and orderly
business practice ends without prejudice to the powers of repossession by the vendor
which may be exercised at any time upon the cessation of payments made by the
purchaser, or when, if in relation to his financial state the commencement of bankruptcy
proceedings or auditing procedures for purposes of the avoidance of bankruptcy are
instituted.
b) (43) Mortgaging or the agreement of securities on the reserved goods or of the seceded
demands is not permissible.
c) (44) In accordance with par 950 of German Common Law – BGB – and in the case of further
processing of the reserved goods, the purchaser does not have claim to ownership of
the new article. (45) The processing is undertaken by the purchaser on behalf of the vendor. (46) If the reserved goods are processed together with other goods which are the property of
the purchaser in accordance with par 455 of German Common Law – BGB – the vendor
gains sole right of ownership of the reserved article. (47) If the reserved goods are processed together with other delivered goods, likewise under extended rights of ownership, hence under exclusion of legal processes as detailed in par 950 of German Common Law – BGB – the vendor gains joint rights of ownership of the new article in proportion of the sale value of his reserved goods and in relation to the
sale value of the other processed articles.
d) (48) The purchaser herewith surrenders the right of further sale of the reserved goods to the
vendor, and also inasmuch that the goods have been processed. (49) If the processed product contains other objects in addition to the reserved goods which are the property of the purchaser, or have either only been delivered under the terms of a socalled rights of ownership as per par 455 of German Common Law, the purchaser then surrenders the entire cost price to the vendor. (50) In other cases, i. e. advance transfers to other suppliers, and in accordance with article 2 c), the vendor is entitled to a proportionate
share of the cost price.
e) (51) The vendor will not enforce the surrendered outstanding claims so long as the purchaser
honours his commitment to pay. (52) The purchaser is, however, obliged to give details of any
third party debtors and to give details of the surrender of rights. (53) The purchaser is,
however, entitled to collect demands insofar that the vendor does not issue instructions
to the contrary.
f) (54) The rights of ownership remain, if demands made by the vendor are included within a
current invoice an the account drawn and acknowledged.
g) (55) Cheques and bills of exchange are only counted as payment after clearance. During the
course of adjustments within cheque exchange procedures, our rights to ownership are
not diminished, but remain in force until the time of clearance of the exchange.
h) (56) Cheques and bills of exchange are only counted as payment after clearance. During the
course of adjustments within cheque exchange procedures, our rights to ownership are
not diminished, but remain in force until the time of clearance of the exchange.
i) In the case of mortgaging, notification is to be given to the vendor without delay with full
details of the creditor.
i) (58) In the case of mortgaging, notification is to be given to the vendor without delay with full
details of the creditor.
j) (59) As soon as he has ceased to made payments the purchaser is obligated, and without
delay following notification of the cessation of payments, to provide the vendor with a list
of all the goods with reserved ownership, and also insofar that they have been processed,
and in addition a list of claims against his third party debtors including copies of invoices.
k) (60) Payments which are made in respect of surrendered rights are to be held by special
procedure until the time of transfer.
§ 7 Validity of Conditions
(61) For all cases in which individual articles of the above “delivery and payment conditions” are
not applicable, the validity of all other conditions and articles is not prejudiced. (62) This contract
shall be governed by the domestic law of Germany and the UN Convention on Contracts for
the International Sale of Goods is hereby excluded.
