General Terms and Conditions of Sale by grotesque|frame
1. General
1.1 The terms and conditions set out below shall form part of the agreement concluded with grotesque|frame.
1.2 The General Terms and Conditions of Sale by grotesque|frame shall apply in accordance with the most recent version and to all subsequent transactions without any need of express reference thereto or agreement thereon at the conclusion of such transaction.
1.3 grotesque|frame hereby object to any counter confirmation, counter offer or other reference by the Buyer to its general terms and conditions. Any dissenting terms and conditions of the Buyer shall only apply if grotesque|frame has confirmed the same in writing.
1.4 The Buyer may not assign any claims arising from transactions with grotesque|frame without grotesque|frame’s written approval.
2. Offers; Orders
2.1 grotesque|frame’s offers shall not be binding; in particular with reference to quantities, price and delivery time. Delivery times are indicated for information only and are not binding.
2.2 Orders placed by the Buyer shall not be regarded as accepted before these have been confirmed to grotesque|frame in writing. This also applies on orders placed at the grotesque|frame’s homepage or orders placed with sales representatives.
3. Prices; Weight
3.1 grotesque|frame’s prices shall exclude any statutory VAT which shall be payable at the date of delivery. grotesque|frame’s frame shall exclude any packaging and transportation fee.
3.2 If, as a result of a change of law between the agreement date and the delivery date, additional or increases charges - in particular duties, levies, currency compensation payments, shall be payable, then grotesque|frame shall have the right to increase the purchase price accordingly.
4. Shipment; Delivery
4.1 The goods shall be transported uninsured and in any event at the risk of the Buyer. Any transport insurance shall be provided only upon express demand of the Buyer. Any costs arising therefrom shall be at the expense of the Buyer only.
4.2 The selection of the place of dispatch and the transport route and the means of transport shall, on the absence of any written arrangement dictating otherwise, be subject to our reasonable discretion and be without liability for the cheapest and fastest transport.
4.3 grotesque|frame shall have the right to reasonable delivery in instalments.
4.4 grotesque|frame’s delivery obligation shall at all times be subject to timely and orderly receipt of the goods from it own suppliers.
4.5 Any inability to supply as a result of force majeure or other unforeseen incidents outside our responsibility including, without limitation, strike, lock out, acts of public authorities, subsequent cease of export or import opportunities and the reservation of timely supply from own supplies in accordance with subsection 4.4 above shall, for their duration and in accordance with their impact, relieve grotesque|frame from the obligation to comply with any agreed time for delivery. Moreover, grotesque|frame may in such event rescind the agreement without any obligations to pay compensation or other Buyer’s demands.
5. Duty to Inspection and Objection
5.1 Upon delivery at the agreed destination or in the event of self supply upon taking possession, the Buyer shall immediately check the goods and notify any objection.
5.2 In case of a notice of defect the Buyer shall comply with the following procedures and deadlines:
The notification shall be made by no later then the expiry of the working day on with the delivery or the goods or on which possession of the goods has been taken. In the event of an objection to a hidden defect a different deadline regime shall apply. In such case the objection must be raised within the earlier of the expiry of the working day on which the defect has been discovered but in any event by no later than one week after delivery or take over.
5.3 The detailed notice shall be delivered to grotesque|frame within the aforementioned deadlines in writing or fax. Any notice by telephone conversation shall not be accepted. Any notice to sales representatives shall not be valid.
5.4 Any good to which abjections shall not have been raised in accordance with the procedures and deadlines set out above shall be regarded as approved and accepted.
6. Warranty; Limitation of Liability
6.1 The period of warranty is 12 months for defects which exist at the time of delivery or take over.
6.2 Upon justified objections which shall have been raised in accordance with the procedure and deadlines hereunder, grotesque|frame shall have the right to remove the defect or deliver a new good. Incidentally the Civic Code of the Federal Republic of Germany shall apply.
6.3 The Buyer shall not be entitled to any further rights or remedies. In particular, grotesque|frame shall not be responsible for any compensation based on breach of contract or default unless the goods shall lack a characteristic that grotesque|frame shall have expressly guaranteed or in case of wilful misconduct or gross negligence on grotesque|frame’s part. In this case the compensation is limited to 10 % of the worth of the objected goods.
7. Payment
7.1 grotesque|frame shall have the right to deliver only against prepayment after an order is set. In case the Buyer refuses prepayment, grotesque|frame shall have to right to rescind the agreement without the Buyer claim for compensation.
7.2 grotesque|frame’s purchase price claims are net cash amounts and payable free of any deduction upon receipt of the invoice unless other payment terms shall have been agreed.
7.3 grotesque|frame does not accept promissory notes or cheques. Any fees for discount bills or promissory notes shall be at the expenses of the Buyer.
7.4 If the invoice amount shall not have been settled within 10 calendar days after the date of invoice or as at another due date, then grotesque|frame shall without the need to a separate warning notice have the right to recover default interest in a proven amount but in any event an amount equalling 3 % above the base rate of the European Central Bank.
7.5 The Buyer shall have no right to set off, retentions or reduction unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by grotesque|frame.
8. Retention of Title
8.1 grotesque|frame shall retain full title of the goods that have been delivered until the Buyer has discharged all claims arising from the business relation.
8.2 If the Buyer shall be in breach of contract, in particular in payment default, then it shall, upon grotesque|frame’s demand, immediately return to grotesque|frame all goods delivered under retention of title and assign to grotesque|frame any repossession claims against any third party in conjunction with such goods.
9. Point of Sale
9.1 The Buyer shall have the right to dispose of the goods delivered by grotesque|frame within the ordinary course of business.
9.2 The goods delivered by grotesque|frame may only be displayed for sale at the delivery address. For any display or sale at a different address, grotesque|frame shall have the right to claim obligations. IN case of resale to another dealer, grotesque|frame shall also have the right to claim obligations.
10. Promotion Material
grotesque|frame shall retain full title of the promotion material that have been provided to the Customer. The Customer is obligated to return these materials at grotesque|frame’s first request. All recovery costs are to be borne by the Customer.
11. Imitation of Models
Any form of imitation, directly or indirectly, is strictly forbidden. For any piece of copy resulting from imitation, grotesque|frame shall have the right to claim obligation for at least 1.000 Euro.
12. Final Provisions
12.1 Over all disputes arising from this Agreement, the courts of Rottweil, Germany shall have jurisdiction.
12.2 The laws of Germany shall apply. International purchase laws shall not apply. This shall, in particular, refer to the UN Convention (CISG) on the International Sale of Goods.
12.3 The invalidity of any provision of these general terms and conditions of sale shall not affect the validity of the other provisions. Invalid provisions shall be deemed to be replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provions on the greatest extent possible.
12.4 These general terms and conditions of sale we renewed October 2005.