general

Terms of Delivery and Payment (TDP) of the Company Carl Walther GmbH

Date: 2014-04-01

  1. General Business

    Our terms of delivery and payment (TDP) are part of all our delivery contracts. We do reject any condition of the customer which differs from our TDP terms. Supplements are notified by us in writing.

  2. Conclusion of Contract

    The contract with us is fulfilled with our acknowledgement of order. On special request of the customer it is made in writing. If the order has been preceded by our offer, the contract is accomplished by placing the order without another acknowledgement. In case there is no offer submitted from our part nor a written acknowledgement of order but only the order by our customer, the contract is considered to be concluded as soon as we have given order of forwarding or delivery.

  3. Prices

    1. 3.1. Prices are to be understood - in case no other terms have expressively been agreed upon - ex works or warehouse and do not include packing, freight, postage, ad valorum insurance, but are plus Value Added Tax according to the legal regulations.

    2. 3.2. If between the conclusion of a business and time of delivery a considerable change of factors in costs occurs, such as especially costs for wages, previous material or freight, the price agreed upon may be adapted depending on the influence of the decisive costs to an acceptable extent, in so far as the goods are sold in the commercial business.

    3. 3.3. Extra charge for short quantities
      For orders of a net value of goods of less than Euro 500,00 we reserve the right to charge an extra charge for short quantities of 10 %, but at least Euro 12,00.

  4. Delivery

    1. 4.1. Delivery and dispatch are to be understood ex works and are - also for free deliveries - at the risk of the buyer. The risk is transferred to the buyer with the loading or with their putting at the buyer's disposal - if collection is agreed upon and is delayed. We are neither liable for losses nor for damages. For the freight insurance and toll a lump sum of 0.6 % of the net value of goods is charged. In case of special productions to customer's specifications, no objections can be made for excess or short deliveries up to 10 %

    2. 4.2. Partial shipments are to be accepted to an admissible extent.

  5. Terms of delivery

    We make principally effort to adhere to dates and time limits. Fixed dates have to be confirmed by us in writing.
    Delays in delivery due to legal strikes or unforeseen exceptional events such as measures of sovereignty, traffic disturbances etc. disengage us for the duration of their effects or in case of impossibility fully from our delivery duty.
    In case of a delay of performance or in case of impossibility of performance which we answer to, damage claims of the buyer are excluded, unless they depend on purpose or rude carelessness. Besides, § 323 of BGB (Civil Book of Acts) is valid, provided we are given the additional period of time of at least 4 weeks.

  6. Payment

    1. 6.1. Invoices are due immediately. If dates of payment are exceeded and in case of arrears in payment, interests on arrears to an amount of 8 percent p. a. exceeding the individual basis rate of interest are to be paid, and further damages are to be indemnified, unless an inferior damage occurs.

    2. 6.2. Bills of Exchange are only accepted in payment of debts as well as upon agreement and provided they can be discounted. Discount charges are charged as from the day the invoice is due.
      A guarantee for the due presentation of the Bill of Exchange and for the protest of a Bill of Exchange is excluded. The maturity of the Bills of Exchange must not exceed 90 days. In case the customer pays by sending a financing Bill of Exchange made out by us or accepted by the customer, and if it is sent back to the customer for the purpose of re-financing and for which we receive a cheque from the customer, all the customer's performances in the scope of this transaction are regarded to be effected, when we are unconditionally acquitted from our Bill of Exchange liability - by the customer's honouring of the Bill of Exchange.

  7. Warranty

    1. 7.1. If the delivered goods are deficient or if we are not able to deliver for other reasons, we first have the right of subsequent fulfilmen.

    2. 7.2. The customer is obliged to inform us immediately in writing after having discovered defects. As to goods of second choice, notifications of defect cannot be made.

    3. 7.3. The warranty starts with the delivery of the goods to the customer.

  8.  

    1. 8.1. We reserve our title to the goods delivered until fulfilment of all claims resulting from our business connections with the customer. Though in case of payment by cheque - Bill of Exchange the retention of title continues to exist until the honouring of the Bill of Exchange by the customer.

    2. 8.2. The buyer is entitled to sell the reserved goods in an ordinary course of business as long as the fulfilment on time of his obligations resulting from the business connection with us. However, he is not permitted to either pawn the goods or transfer a title to them as a security. He is engaged to secure our rights to the amount of our claim of the purchase price in case of a resale.

    3. 8.3. In case of payment in arrear or an essential deterioration of our customer's financial position we are entitled to demand the return of the reserved goods at our customer's expense, and this without exercising the right of cancellation and without granting an additional period of time. In the above case we are furthermore entitled to enter our customer's business premises.
      The customer agrees here already now. We are entitled to resell returned goods in an ordinary course of business and to compensate our costs with the proceeds.

    4. 8.4. The customer uses the reserved goods for the manufacture exclusively for us without any obligations for us resulting from this manufacture. The new thing becomes our property. We acquire a co-ownership of the new thing according to the proportion to the purchase value of the goods reserved and the other goods at the time of manufacture.

    5. 8.5. In the case of measures of distress of third parties concerning the reserved goods or the claims assigned to us or any other securities, the customer is obliged to inform us without any delay surrendering the documents necessary for an intervention. This is also valid for any other disturbances.

    6. 8.6. When the reserved goods are sold by the customer, the latter assigns to us already now - to the amount of the invoice value of the reserved goods with all secondary rights and rank before the remainder - the claims resulting from this sale. Also the payment of damages of third parties concerning the reserved goods are assigned to us; we accept these assignments.

    7. 8.7. On the customer's demand we are obliged to release the securities due to us according to the above mentioned regulations, - in so far that the invoice value of which the title has been transferred to us exceeds the claims to be secured by more than 20 %.

  9. Goods Returned

    In order to guarantee a proper handling of the return of goods of any kind, the customer gives notice in advance on our application form for the return of goods and our certificate of receipt.
    We are not obliged to accept goods returned without our certificate of receipt.
    Goods returned are exclusively to be sent free to our delivery factory. In case of a warranty of defects, postage is reimbursed.

  10. Repairs

    Repairs outside our warranty of defects are executed by us invoicing the costs agreed upon or the costs required. The customer bears the costs and risk for the delivery and the return.
    We accept repair orders exclusively after prior agreement. Repair orders up to the repair amount of EURO 80,00 are executed without prior notice or an estimate of cost.

  11. Special Regulations

    In case our customer does not fulfil this contractual obligations or we get to know circumstances which reduce the creditworthiness we expected from our customer, we are entitled to lodge our security rights and to fix due date for all our claims. In this case we are entitled to make all outstanding deliveries dependent from the performance of an appropriate security, if the customer does not pay in advance.

  12. Place of delivery and court of jurisdiction for all commercial transactions is the place of business of our headquarters in Arnsberg, also in law cases within the scope of Bill of Exchange and cheque law cases. For the contracts concluded between us and the buyer the law of the Federal Republic of Germany is exclusively valid, excluding the Agreement of the United Nations on Contracts on the International Purchase of Goods (CISG).

  13. In case particular regulations of these conditions or the contract of delivery are or become invalid at law, the validity in law of the other regulations remains intact. An invalid regulation is considered as being substituted by such a regulation which corresponds to the economic will of the parties.

  14. Weapons and ammunitions for the sale of which a legal permit is required are only delivered, if we have a certified copy of the licence for the trading of arms according to § 7 WaffG (Arms Act).
    Modifications of this permit have to be communicated to us immediately.