Exclusiv Sales Agent Contract - PDF

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					General Terms and Conditions for Business Customers

                               non-
Disclaimer: The following is a non-binding translation of our "Allgemeine
Geschäftsbedingungen" furnished to customers for information purposes only. The
                                           exclusively
original German wording shall be binding exclusively in all respects. None of the
following shall be relied upon in any dispute.

1. Exclusivity clause
All agreements and offers are subject to our General Terms and Conditions of Business;
these are understood to form part of the contract upon order placement, tacit
acceptance of our official order confirmation or acceptance of the delivery. Any varying,
contrary or additional general terms and conditions, even if we are aware of them, do
not form part of the contract unless their implementation has been expressly agreed to
in writing.

2. Our duty of performance
We would always prefer to supply you with state-of-the-art products. This means that
technical alterations may be unavoidable. We reserve the right to make technical
alterations as well as changes in shape, color and weight within reasonable limits.
We are entitled to fulfill our obligations in the form of part-deliveries, to the extent that
this is reasonable.
If our performance is delayed as a result of unforeseeable obstacles, such as acts of God,
strikes, disruption of traffic or lack of raw materials or if, for reasons which are beyond
our control, our suppliers fail to make delivery, then our performance deadlines are also
extended accordingly. In such a case we will immediately provide information about the
existence of such obstacles and their foreseeable duration. If this is not just a temporary
obstacle to our performance we are entitled to withdraw from the contract. We will
then immediately return any payments that the customer may already have made.

3. Prices and packaging costs
The prices shown are in Euro and apply "ex works"; VAT is not included. For orders
from EU countries please mention your individual EU tax identification number. The
prices are valid from 01.02.2009.
Should raw material and energy costs with respect to the goods to be delivered by us
increase by more than 20 % between the time the contract was signed and the agreed
delivery date then we are entitled to demand additional payment to compensate for the
rate of increase.
Avoid the costs of small orders. Our primary interest is to supply you as quickly as
possible with top-quality goods at favorable prices. This principle also applies to small
orders. In any company order processing involves costs, no matter how high the order
value. Our processing costs are covered by order values over EUR 50 (domestic) and EUR
250 (other countries). For orders below these values a processing surcharge of EUR 10
(domestic) and EUR 20 (other countries) will be added – we apologize for any
inconvenience that this may cause. You can also lower your administration costs by
combining several small orders to form one large order.


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Deliveries weighing up to 31 kg will be sent by parcel post except for bulky items.
Deliveries with a weight exceeding 31 kg and bulky items will be handled by our
forwarding agents. This ensures that you will receive your order as quickly as possible
and at a favorable price. Charges for transport and packaging will be charged on the
invoice at the actual cost incurred by us.
We currently charge EUR 8,40 for a parcel weighing up to 31 kg within Germany.

4. Payment, delays, offsets and right of retention
You can expect us to deliver punctually – for punctual payment within 10 days of the
invoice date we grant a 2 % cash discount; from the 11th to the 30th day payment is
net. For first orders we reserve the right to make a creditworthiness check and, if
necessary, to deliver against advance payment or cash on delivery. Our obligation to
deliver is suspended should the customer have defaulted on a due payment.
Should several outstanding accounts (including principal and subsidiary claims) not have
been paid, then it is agreed that the redemption sequence of any payments received will
be treated in accordance with the sequence given in §§366 Abs. 2, 367 Abs. 1 of the
German Civil Code (BGB).
Offsetting against counterclaims is only permitted when these are uncontested or have
been legally determined. You can only exercise a right of retention when the
counterclaim on which the right of retention is based is uncontested or has been legally
determined.

5. Return deliveries
If we have been previously informed and the shipment is returned to our premises free
of charge, undamaged and in the original packaging within 14 days then we will grant
you either a replacement product or issue a credit note. However, we retain the right to
invoice an appropriate amount of the processing charges involved.

6. Place of jurisdiction, Transfer of risks
We will meet all our obligations at our headquarters in Bad Bellingen (place of
jurisdiction). The risk of accidental loss and deterioration of the goods is transferred to
the purchaser when the goods are delivered to the forwarding agent, freight carrier or
any other persons charged with dispatching the goods.

7. Liability for defects
A notice of defects must be given in writing. Should a defect exist in the purchased
goods then, after due consideration, it is our decision whether to satisfy the purchaser
by remedying the defect or by supplying a defect-free replacement.

8. Claims for damages
We accept liability for damages resulting from an intentional or grossly negligent
violation of duties by one of our legal representatives or vicarious agents. Any such
liability resulting from the grossly negligent violation of duties by a vicarious agent who
is not a managerial employee is limited to compensation for speculative damages.




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We further accept liability for death, bodily injuries or health damage resulting from the
intentional or grossly negligent violation of duties by one of our legal representatives or
vicarious agents.
Liability for damages resulting from simple or ordinary neglect of our duties or a simple
or ordinary negligent act by one of our legal representatives or vicarious agents is
excluded, unless important duties have been infringed whose observance is essential to
achieving the purpose of the contract or which have arisen from the justified utilization
of particular trust. In these exceptional circumstances our liability is limited to
compensation for speculative damages.
Our liability under the product liability laws and from the acceptance of a warranty for
the quality of an object or a supply risk as well as liability for malicious silence with
regard to a defect remains unaffected.
We accept no liability for damage claims made against our customers by third parties
under foreign laws and whose assertion is evidently incompatible with the principles of
German Law (ordre public). This applies in particular to the assertion of claims for
"punitive damages".

9. Statutory limitations
Any claims for defects arising from the contract are struck by the statute of limitations
one year after delivery of the goods, unless the claim is based on an intentional or
grossly negligent violation of duties, the acceptance of a warranty for the quality of an
object, on malicious silence with regard to a defect, or death, bodily injuries or health
damage.

10. Reservation of title
Goods supplied by us (hereafter: conditional goods) remain our property until all claims
existing from our whole business relationship when the contract was made (including
claims resulting from this contract) have been paid in full.
The conditional goods must be treated with care and the customer must carry out any
service or maintenance work that may be necessary on his/her own account. The
conditional goods must also be adequately insured. We must be informed of any
change in ownership immediately. The customer must inform us immediately in writing
of any orders of attachment or other actions affecting the conditional goods. Any costs
arising from legal proceedings according to § 771 BGB are to the customer’s account.
Processing and transformation of the conditional goods by the customer is always
carried out in our name and on our behalf. The rights of the customer affecting the
conditional goods are transferred to the new goods. If transformation is carried out
using objects that are not our property then we acquire the co-ownership of the new
goods in the ratio of the value of the goods supplied by us to that of the other
processed objects.
The customer may sell the conditional goods in an appropriate business transaction
provided that he/she is not in default of payment. The same applies for the sale of
goods to which we have acquired rights of ownership according to legal regulations
(links, etc.) or in accordance with this contract. Claims arising from the further sales of
the conditional goods are assigned to us (to the amount shown on the invoice). If the



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claims arising from the further sales are placed in a current account then the assignment
refers to the closing balance. We accept the assignment.
If the conditional goods are sold on by the customer together with other goods not
supplied by us then the claims from the further sales are assigned to us in the in the
ratio of the invoice value of the goods supplied by us to the invoice value of the other
goods. If the claims arising from the further sales are placed in a current account then
the assignment refers to the closing balance. We accept the assignment.
After the assignment the customer remains authorized to collect the claim. However, we
retain the right to collect the claim ourselves, as soon as the customer no longer fulfills
his/her obligation to make due and proper payment and defaults on payment.
If the customer is entitled to payment for the use of the conditional goods by third
parties (e.g. a contractual claim) then the customer assigns this claim to us to the
amount of the secured debt according to Abs. 1. We accept the assignment.
Should the customer behave in violation of the contract, particularly by defaulting on
payment, we are entitled to withdraw from the contract and demand the return of the
conditional goods (§ 449 Abs. 2 BGB).

11. Authority of the German version of these General Terms and Conditions, applicable
law and place of jurisdiction
The German text of these General Terms and Conditions is authoritative for all legal
actions. The laws of the Republic of Germany are the solely applicable laws. The place of
jurisdiction for all contractual disputes arising from or in connection with this contract is
agreed to be the German Court of Law responsible for the headquarters of Bürkle
GmbH (Local Court [AG] Freiburg, District Court [LG] Freiburg, etc.).

12. Data storage and processing, data transmission
In order to satisfy current demands placed upon a commercial organization, the
personal and company-related data of our customers are stored in a computer and
processed. Data usage and processing is in strict accordance with data protection laws.
The customer is responsible for checking all transmitted or dispatched data.




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