INTERNATIONAL TERMS AND CONDITIONS OF SALE OF HEIDLAND GMBH & CO. KG
§ 1 Applicability of these International Terms and Conditions of Sale
The terms and conditions set out in these International Terms and Conditions of Sale shall form an integral part of the sales contract. These International Terms and Conditions of Sale apply exclusively. The buyer’s terms and conditions which conflict or differ from these International Terms and Conditions of Sale and/or from the legal provisions do not apply, even if we do not object to them or render performance or accept the buyer’s performance. Our offers are non-binding; the sales contract only comes into effect with our final order confirmation.
§ 2 Applicable Law
The sales contract is governed by the United Nations Conventions of 11 April 1980 on Contracts for the International Sale of Goods (UN Sales Convention / CISG) in the English version and all legal questions beyond the scope of the CISG are governed by the Swiss law of obligations (Obligationenrecht).
§ 3 Delivery
We have to deliver the goods referred to in the order confirmation including a packaging that is suitable for the means of transportation. Delivery has to be made FCA Fritz-Reuter-Straße 1-3, 33428 Harsewinkel/Germany Incoterms 2010. Adherence to the delivery date respectively the delivery period stated in the order confirmation is not of the essence and non-adherence to the delivery date or the delivery period respectively does not constitute a fundamental breach of contract.
§ 4 Remedies in case of non-conforming goods and goods with a defect in title; Limitation of Liability
Legal remedies for non-conforming goods and goods with a defect in title presuppose that the buyer has complied with his duty to examine the goods and give notice of any non-conformities within the time limits set by the applicable law.
In case of delivery of non-conforming goods, the buyer can claim delivery of substitute goods or declare avoidance of the sales contract only in accordance with the legal provisions.
Without prejudice to the applicable legal provisions, if we deliver non-conforming goods or goods with a defect in title the buyer is entitled to demand damages only in accordance with the following provisions:
The buyer has to prove that either our directors or employees or other members of staff have deliberately or negligently breached contractual obligations owed to the buyer.
In case of liability, the amount of damages for late delivery is limited to 0,5 per cent for each full week of delay, up to a maximum of 5 per cent of the purchase price of the goods delivered late or not at all, and in case of remedies because of delivery of non-conforming goods and/or goods with a defect in title and in case of all other breaches of obligations is limited to the purchase price of the goods affected.
Irrespective of § 4 sec. 3 b), we are not liable for loss of profit.
The aforesaid limitations in § 4 sec. 3 do not apply
Without prejudice to claims resulting from a malicious, grossly negligent or intentional conduct as well as claims due to injury of life, body or health, the buyer’s claims in respect of the delivery of non-conforming goods and goods with a defect in title become time-barred one (1) year after delivery of the goods.
§ 5 Other Provisions
Title of the goods that have been delivered remains with us until all of our claims against the buyer have been settled.
We are not obliged to perform any obligations not stated in the written order confirmation or in these International Terms and Conditions of Sale.
Any amendments to a concluded sales contract require our written confirmation, duly approved by signature.
The place of delivery is governed in § 3. For all remaining obligations the place of performance is agreed to be 33428 Harsewinkel/Germany, including for a replacement delivery, for the rectification of non-conformities and for the restitution of the contractual obligations in case of avoidance of the sales contract.
§ 6 Agreement on arbitration and jurisdiction
If the buyer’s place of business is located within the European Economic Area and/or within Switzerland, for all disputes, including disputes under insolvency law, arising out of or in connection with a sales contract and/or these International Terms and Conditions of Sale, including its validity, invalidity, violation or cancellation as well as other disputes arising out of the business relationship between the buyer and us, the state court which has jurisdiction for 33428 Harsewinkel/Germany shall have exclusive jurisdiction. Instead of bringing an action before the state court which has jurisdiction for 33428 Harsewinkel/Germany, we are also entitled to bring an action before the state court of the buyer’s place of business.
If the buyer’s place of business is located outside of both the European Economic Area and Switzerland, all contractual and extra-contractual disputes, including disputes under insolvency law, arising out of or in connection with a sales contract and/or these International Terms and Conditions of Sale, including its validity, invalidity, violation or cancellation as well as other disputes arising out of the business relationship between the buyer and us shall be finally settled in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The place of the arbitration shall be Zurich/Switzerland, the language used in the arbitral proceedings shall be English.
§ 1 Applicability of these International Terms and Conditions of Sale
The terms and conditions set out in these International Terms and Conditions of Sale shall form an integral part of the sales contract. These International Terms and Conditions of Sale apply exclusively. The buyer’s terms and conditions which conflict or differ from these International Terms and Conditions of Sale and/or from the legal provisions do not apply, even if we do not object to them or render performance or accept the buyer’s performance. Our offers are non-binding; the sales contract only comes into effect with our final order confirmation.
§ 2 Applicable Law
The sales contract is governed by the United Nations Conventions of 11 April 1980 on Contracts for the International Sale of Goods (UN Sales Convention / CISG) in the English version and all legal questions beyond the scope of the CISG are governed by the Swiss law of obligations (Obligationenrecht).
§ 3 Delivery
We have to deliver the goods referred to in the order confirmation including a packaging that is suitable for the means of transportation. Delivery has to be made FCA Fritz-Reuter-Straße 1-3, 33428 Harsewinkel/Germany Incoterms 2010. Adherence to the delivery date respectively the delivery period stated in the order confirmation is not of the essence and non-adherence to the delivery date or the delivery period respectively does not constitute a fundamental breach of contract.
§ 4 Remedies in case of non-conforming goods and goods with a defect in title; Limitation of Liability
Legal remedies for non-conforming goods and goods with a defect in title presuppose that the buyer has complied with his duty to examine the goods and give notice of any non-conformities within the time limits set by the applicable law.
In case of delivery of non-conforming goods, the buyer can claim delivery of substitute goods or declare avoidance of the sales contract only in accordance with the legal provisions.
Without prejudice to the applicable legal provisions, if we deliver non-conforming goods or goods with a defect in title the buyer is entitled to demand damages only in accordance with the following provisions:
The buyer has to prove that either our directors or employees or other members of staff have deliberately or negligently breached contractual obligations owed to the buyer.
In case of liability, the amount of damages for late delivery is limited to 0,5 per cent for each full week of delay, up to a maximum of 5 per cent of the purchase price of the goods delivered late or not at all, and in case of remedies because of delivery of non-conforming goods and/or goods with a defect in title and in case of all other breaches of obligations is limited to the purchase price of the goods affected.
Irrespective of § 4 sec. 3 b), we are not liable for loss of profit.
The aforesaid limitations in § 4 sec. 3 do not apply
- to injury of life, body or health,
- if we have acted maliciously, grossly negligent or intentionally,
- if we are liable according to mandatory product liability laws, and
- to liabilities which may not be excluded or limited according to the applicable laws.
Without prejudice to claims resulting from a malicious, grossly negligent or intentional conduct as well as claims due to injury of life, body or health, the buyer’s claims in respect of the delivery of non-conforming goods and goods with a defect in title become time-barred one (1) year after delivery of the goods.
§ 5 Other Provisions
Title of the goods that have been delivered remains with us until all of our claims against the buyer have been settled.
We are not obliged to perform any obligations not stated in the written order confirmation or in these International Terms and Conditions of Sale.
Any amendments to a concluded sales contract require our written confirmation, duly approved by signature.
The place of delivery is governed in § 3. For all remaining obligations the place of performance is agreed to be 33428 Harsewinkel/Germany, including for a replacement delivery, for the rectification of non-conformities and for the restitution of the contractual obligations in case of avoidance of the sales contract.
§ 6 Agreement on arbitration and jurisdiction
If the buyer’s place of business is located within the European Economic Area and/or within Switzerland, for all disputes, including disputes under insolvency law, arising out of or in connection with a sales contract and/or these International Terms and Conditions of Sale, including its validity, invalidity, violation or cancellation as well as other disputes arising out of the business relationship between the buyer and us, the state court which has jurisdiction for 33428 Harsewinkel/Germany shall have exclusive jurisdiction. Instead of bringing an action before the state court which has jurisdiction for 33428 Harsewinkel/Germany, we are also entitled to bring an action before the state court of the buyer’s place of business.
If the buyer’s place of business is located outside of both the European Economic Area and Switzerland, all contractual and extra-contractual disputes, including disputes under insolvency law, arising out of or in connection with a sales contract and/or these International Terms and Conditions of Sale, including its validity, invalidity, violation or cancellation as well as other disputes arising out of the business relationship between the buyer and us shall be finally settled in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The place of the arbitration shall be Zurich/Switzerland, the language used in the arbitral proceedings shall be English.