General conditions of STRACK NORMA GmbH & Co. KG
1. General information / Conclusion of contract
1.1. The general conditions of sale are subject to all contracts between STRACK NORMA GmbH & Co. KG (hereinafter referred to as STRACK) and its customers (hereinafter referred to as AG) and apply exclusively if no other individually agreed arrangements in writing have been made between the parties.
1.2. The general terms and conditions of the AG not apply even if this was not expressly contradicted. They are only valid if STRACK agrees in writing and explicitly with them or with parts of them.
1.3. Offers to the AG are fundamentally subject to change and non-binding. Oral agreements of any kind will only become binding upon written confirmation by STRACK. The written form is also fulfilled by the transmission of faxes and e-mails.
1.4. All orders of AG require the written confirmation of STRACK to become legally effective.
2.1. The agreed prices are fixed prices. The prices are calculated excluding the value added tax, possible customs duties, freight postal charges, insurance etc. as well as packaging. The named costs will be charged separately to the AG.
2.2. The minimum order value per order is 50.00 €.
2.3. Costs for freight and transport insurance are charged separately per consignment.
2.4. On principle, the prices indicated according to the order confirmation, respectively according to the prices list, which are valid at the conclusion of the contract, apply.
2.5. STRACK reserves prices alignments within the adequate scope due to changed costs of wages and materials, exchange rates or similar.
3.1. The deliveries to the AG are made ex works (EXW) to the delivery location indicated by AG.
3.2. Partial deliveries at the discretion of STRACK are permissible.
3.3. Announced delivery dates and – deadlines are non-binding, if not an explicit written agreement has been made. For such a case, for a deadline assessed for a specific period of time, the date of the order confirmation by STRACK is decisive, but not prior to written release of all technical documents by AG. The date when the delivery is handed over to the forwarding agent at the place of performance is decisive for the timely fulfilment. The risk passes with this handover to the AG.
3.4. The place of performance is the goods issuing department of STRACK.
3.5. If, after the release of technical details and begin of the production at STRACK requests for modification are communicated by AG, this is considered as new order. Previously agreed delivery times and prices are no longer binding. STRACK reserves the right to modifications.
3.6. If AG has not fully settled its obligations within the agreed term of payment STRACK reserves the right to withhold the delivery of further orders till the complete payment by AG.
3.7. STRACK is free to select the kind of packaging, the transport means and the forwarding agent.
3.8. For the handling of returns the return directives of STRACK are valid, these can be seen at: https://www.strack.de/company/return directives/.
4. Terms of payment
4.1. The payment shall be made in EURO after contractual delivery and receipt of invoice immediately without deduction of discount or after special agreement.
4.2. The withholding or reduction of payments because of complaints is only permitted with the consent of STRACK. Consent shall be considered granted if claims of the AG have been recognized in writing or determined to be legally binding.
4.3. If AG is in default of payment, he must pay interest on the monetary debit at a rate of 8 % points above the relevant basic rate of interest, in accordance with § 247 BGB.
4.4. Place of fulfilment for all payments is the headquarter of STRACK. The agreed payment method is by bank transfer using direct deposit transactions.
4.5. STRACK is entitled to assign the claim against the AG and to have this collected by a third party.
5. Reservation of title
5.1. Until full payment STRACK reserves the title of all goods delivered. Here all deliveries are regarded as a connected delivery transaction. If the customer has an open account, the reservation of title shall also be deemed to be collateral for the debit balance of all amounts owed in connection with the business relationship. On request STRACK will release the security of AG as its value exceeds the claims to be assured by more than 10 %.
5.2. In the framework of a proper business transaction, AG is entitled to process the delivery and to sell it. The processing and sale is done for STRACK.
5.3. If the delivery is inseparately mixed or processed with other items not belonging to STRACK, STRACK will become co-owner in the ratio of the invoice value of the reserved goods to the value of the newly created item. If AG sells the goods or items made with the goods, the claims arising from this sale shall be assigned proportionately to STRACK as collateral. AG transfers the ownership of these goods, the legal right of surrender as well as possible claims for indemnification for loss or damages as a precaution to STRACK. STRACK already now accepts this assignment.
5.4. AG is entitled to collect claims passed to STRACK in their own name. An assignment of the claims to third parties, pledges, donations, remission etc. requires the written consent of STRACK.
5.5. If AG does not fulfil its payment obligations towards STRACK, STRACK can revoke authorization to collect outstanding amounts and can require the customer to notify the assignment to the debitor.
6. Notification of defects and warranty
6.1. AG is obliged to inspect the goods immediately after receipt for defects and to inform STRACK about them immediately in writing.
6.2. At the latest 2 working days after receipt of the goods AG has to report obvious damage to the packaging or to the goods, non-compliance of the delivered goods with the delivery note and the documents on which the order is based. Apart from that, the defects, as soon as they have been discovered in the course of an orderly business procedure have to be notified with a clear description of defects. The notification of defects must immediately be sent by AG in writing to STRACK.
6.3. In particular no warranty will be assumed in the following cases:
Unsuitable or improper use, incorrect installation or initial operation by AG or third parties, natural wear, incorrect or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electro-chemical or electrical influences.
6.4. The warranty period is 12 months from transfer of risk.
6.5. A change of the burden of proof at the expense of the AG is herewith not connected.
7.1. STRACK is only liable in cases of intent or gross negligence as well as in the event of culpable injury to life, body or health in accordance with the statutory provisions. In cases of gross negligence but limited to the contract-typical, foreseeable damage, if there is not an exceptional case in the sense of the preceding provision. By the way, STRACK is only liable according to the product liability law or due to the culpable breach of essential contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the contract-typical, foreseeable damage, if not at the same time one of the already mentioned exceptional cases exists.
7.2. The above-mentioned provision applies to all claims for damages (in particular for compensation for damages in addition to performance and compensation for damages instead performance) for any legal reason whatsoever, in particular due to defects, breach of duties from the contractual obligation or tort. The same applies to the claim for reimbursement of fruitless expenses. This also applies to the liability for delay or impossibility.
7.3. A changing of the burden of proof to the disadvantage of AG is not connected with the preceding provision.
8. Force majeure
8.1. Force majeure, labour disputes, unrests, official measures and other unforeseeable, unavoidable and serious events release STRACK and AG for the duration of the disturbance to the extent of their effect from their performance obligation.
8.2. STRACK as well as AG are obliged to provide immediately the necessary information in reasonable limits and to adapt their commitment to the changed circumstances in good faith.
9. General provisions
9.1. For all legal relationships between STRACK and AG applies exclusively the law of the Federal Republic of Germany applicable for legal relations between domestic parties. The application of the United Nation’s Convention of 11th April 1980 on International Sale of Goods (CISG) is excluded.
9.2. The place of jurisdiction is the local responsible court for the headquarter of STRACK. However, STRACK is entitled to file suit at the headquarter of AG.
9.3. Correspondence language is German. Should the present general conditions of sale be in several languages, in case of doubt the German version shall be binding.
9.4. If these provisions are partially invalid or incomplete, the validity of the remaining provisions will not be affected. The ineffective or invalid provision shall be replaced by the corresponding statutory ruling.
Version date: 02/2016