This translation of the german AGB is just for your information.
Errors excepted - the original AGB you can find on our German site.
A. General terms and conditions for all types of contracts.
The following general terms and conditions apply exclusively and universally to all contracts including future contracts undertaken with the purchaser, with the exception of individually agreed upon contract terms. The conflicting or alternate contractual conditions of the purchaser can only be considered agreed upon by our expressed written acceptance.
§1 - Contract conclusion
1. All offers are subject to change without notice. The contract is only deemed valid once we have provided a written confirmation of the order detailing the specifics of the order or by fulfilling the order. The written confirmation determines the extent of those services we agree to provide.
2. Drawings, calculations, verification of calculations, cost estimates or other documents may only be copied or passed to third parties with our prior expressed permission and are to be returned without delay should the order not be confirmed.
3. Administrative or other permits are to be provided by the Purchaser.
§2 – Price changes
We reserve the right to adjust our prices if more than four months lie between the conclusion of the contract and the agreed upon delivery date. Should costs increase after this period and up until the completion of the contract, in particular as a consequence of wage increases, changes in the cost of materials, or increases to market price then Planbar GmbH is entitled to adjust the price accordance with the increase in costs. The Purchaser is only entitled to withdraw from the contract if, between contract conclusion and delivery, the price increases significantly exceed the general increases in cost of living. An increase in the value added sales tax can be passed on to the Purchaser if the goods or services are provided more than 4 months after conclusion of the contract. If the Purchaser is a merchant, a corporate body under public law or a special fund under public law then price increases are allowed according to the rules stated above if more than six weeks lie between conclusion of contract and agreed delivery date.
§3 Reservation of Title
1. Up to the point of full settlement of the purchase price, the goods delivered shall remain our property. This applies also, when in individual cases payment is on the basis of a payment plan. If actions of the Purchaser are deemed contrary to the contract in particular delay of payment, then after a collection letter, the Planbar GmbH has the right to the return of its goods and the buyer is obligated to release these. 3. The assertion of the reservation of title as well as the return reserved title goods by Planbar GmbH do not constitute a cancellation of the contract inasmuch as the regulations of the consumer credit law are not applicable or these are not expressly declared by written confirmation. In the case of merchants, a corporate body under public law, or a special fund under public law the following also applies:
1. The Purchaser is entitled to sell the reserve title goods in the due process of sale without agreeing to a ban of assignment but assigns to us at this point all claims in the amount of the agreed upon purchase price (including VAT) accruing to him as a result of the resale of the reserved title goods vis-à-vis third parties. This is independent of whether the delivered goods are sold before or after processing. The Planbar GmbH accepts the ceding of rights. The Purchaser is authorised to collect the claim after ceding the rights. The authority of the Planbar GmbH to collect receivables remains unaffected by the above. However, the Planbar GmbH commits itself to not make use of these rights as long as the payment obligations of the buyer are being met, and the buyer does not fall behind in payment. However, should this be the case, then the Planbar GmbH can require that the Purchaser discloses his ceded rights and the identity of his debtor, surrender all relevant information related to the claim, surrender all relevant documents, and disclose the said assignment to his debtors.
2. The handling or alteration of the goods by the buyer is always undertaken on behalf of the Planbar GmbH. In the event of processing and combination of reserved title goods with other goods by the Purchaser we shall acquire joint title to the new item in the ratio of the invoiced value of the reserved title goods to the combined material entity at the time of processing.
3. Should the Purchaser irreversibly combine the reserved title goods with other goods by the Purchaser then the Planbar GmbH acquires joint ownership in proportion to the value of the delivered goods and the other irreversibly combined items. The Purchaser maintains his portion of the ownership.
4. The Purchaser may not allow the delivered goods to be seized or be given as security. The Purchaser must immediately inform Planbar GmbH in respect of any compulsory enforcement, confiscation, and provide all relevant information and documents in order to maintain our rights. Executory as well as third parties are to be informed of the Planbar GmbH’s property.
5. The Planbar GmbH undertakes to release the securities due to us on the basis of the above provisions at our discretion at the Purchaser’s request to the extent that the realisable value exceeds the claim secured by 20% or more.
§ 4- Liability
1.The Planbar GmbH is only liable in the event of intentional or negligent damage. This applies also to its execution and completion subsidiaries. Furthermore, liability is excluded particularly for harm or damage caused by defects.
2. Minor colour variations (i.e. caused by manufacture) and colour variations that have their origin in the use or the combination of different types of materials are considered to be in accordance with the agreement.
§5 General Terms of Payment
1 We accept cheques and drafts but our account is not settled until the date on which the funds are available to us. The acceptance of drafts always requires prior written agreement of the Planbar GmbH. Collection charges, discount charges or bill charges including interest shall in all cases be borne by the purchaser and be payable immediately.
2. Interest on late payments will be calculated according to paragraph 247 BGB. They will be higher if a charge is subject to a higher interest rate.
3. If the Purchaser is a merchant, a corporate body under public law or a special fund under public law the retention of payment due to other contractual obligations not recognized by the Planbar GmbH is not permitted, also not to offset with these.
4. The Planbar GmbH reserves the right to allocate payments irrespective of any allocation restrictions by the depositor.
5. If a payment plan is agreed upon then the entire sum becomes due if the payments fall more than 10 days in arrears.
6. Should it become apparent after the conclusion of the contract that the financial situation of the Purchaser is not suitable for the extension of a credit or a payment plan, then we reserve the right to choose either an advanced payment or security deposits for all due or not yet due payments from any and all contracts and to refuse completion until these have been provided.
7. Should advance payments or security deposits not be provided on time, we can withdraw from the contract and claim damages as a result of non-fulfilment of the contract.
§ 6 Other
1.The transfer of rights and responsibilities of the Purchaser in the closed contract with Planbar GbmH require the written agreement of the Planbar GmbH in order to be deemed valid.
2. Should any of the conditions contained in the General Terms and Conditions of Sale prove to be invalid the validity of the remaining provisions shall not be thereby affected.
§ 7 Place of performance and jurisdiction
1. Place of performance is Münster
2. In the event that the Purchaser is a merchant, a corporate body under public law or a special fund under public law then all disputes stemming from the contractual arrangement shall be taken to a court of law that is responsible for the head office of the Planbar GmbH. The Planbar GmbH is also entitled to take legal action at the seat of the head office of the Purchaser.
3. German law applies exclusively in particular those laws about the international purchase of transportable objects, even if the Purchaser has his head office outside of Germany.
B. General conditions for all purchase contracts
In addition, and in the event that Planbar GmbH is not bound to install the goods then the following conditions apply.
§1 Delivery period
1.The delivery period shall commence with the date of confirmation of the order but not however prior to provisions of items required to be furnished by the Purchaser i.e. supporting documentation, official approvals, and releases including the arrival of an agreed upon downpayment.
2. The delivery period will be deemed met if at its expiry the readiness to deliver has been announced or the goods to be delivered have left the plant.
3. The delivery period is extended in the event of work disputes, in particular strikes or lock outs as well as by unforeseen impediment outside of the Planbar GmbH’s control like for example: operational disruption or delays in the delivery of important raw materials, in as far as these impediments are significantly affecting the delivery of the goods. This applies to Planbar GmbH’s upstream suppliers as well. The delivery period will be extended by the duration of the impediment. In the event of significant cases of such impediments, our customers will be notified as soon as possible of their start and finish.
4. Partial deliveries within the delivery period within Planbar GmbH are acceptable, as long as no disadvantages in usage develop.
§ 2 Scope of Delivery
Any construction and dimensional changes which are based on the improvement of technology or are required by law remain subject to the conditions of the delivery period, in as much as the delivered goods are not significantly changed and the changes are reasonable for the Purchaser.
§3 Terms of Payment
One third of the purchase price and the fees for incidental services are to be paid on receipt of the order confirmation, unless otherwise arranged in the contract or order confirmation. The remainder of the purchase price is payable, net and without deduction, within 30 days of the invoice date.
§4 Packaging and shipment packaging become the property of the Purchaser
Postage and packaging costs are invoiced separately. Unless otherwise agreed, the form of shipment chosen is based on judgement.
§5 Acceptance of goods and transfer of risk
1. Unless otherwise specified in the agreement, the handover will take place in Münster. The Purchaser is entitled to examine the goods within 14 days of receipt of the notification of readiness to dispatch or other notices of the readiness of the goods to be delivered. The Purchaser is obligated to accept the goods during this period.
2. Upon handover to the Purchaser the risk also transfers to the Purchaser. Should the goods be delivered then the legal regulations of § 447 Section 1 of the BGB shall apply. Should the Purchaser declare that he does not accept the goods, then the risk of accidental loss or accidental deterioration of the goods transfers to the Purchaser at the point of the refusal.
The Planbar GmbH assumes the guarantee for the delivered goods in the following ways: For defects that develop after the transfer of risk but are within legal or contractual warranties the Planbar GmbH has the right to 3 attempts to alleviate the defect. Should it prove impossible to rectify the defect or should the Planbar GmbH decline to rectify them then the Purchaser has those legal warranties as provided by the state. Normal wear and tear of is excluded from the guarantee. In addition, we refer to paragraph 4 of the Terms and Conditions.
C. Should the Planbar GmbH and the Purchaser agree to follow the VOB (German Construction and Contract Procedures Part B) then these will have precedence. The regulations of the above General Terms and conditions then become secondary.