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General Terms and Conditions of ASP, Joachim thor Straten Wolf

1. Offer and scope of delivery

Offers are subject to change. An order shall not be deemed accepted until it has been confirmed in writing by the supplier. The supplier’s order confirmation shall be decisive for the scope of delivery. Amendments, supplements or verbal agreements must be recognised by the supplier in writing.

The documents contained in printed matter, the offer and the order confirmation, such as illustrations, descriptions and drawings, dimensional and weight specifications, are only approximate unless they are expressly designated as binding. Excess and short weights as well as excess and short deliveries within customary limits shall not entitle the customer to make complaints or reduce prices.

The customer assumes full responsibility for the documents to be supplied by him, such as drawings, models, gauges, samples or the like. Protective devices shall be supplied if they are specifically listed in the offer or the order confirmation in terms of scope. The customer is obliged to have the proper design of the protective devices confirmed by the responsible trade association before commissioning. If the trade association prescribes additional devices, these will only be supplied on the basis of special agreements against payment.

2. Price and terms of payment

The prices are ex works and do not include packaging, freight, postage and value protection. Packaging and dispatch shall be carried out to the best of our judgement, but without any further obligations on the part of the supplier. Insurance against transport damage shall only be taken out by the Supplier at the express request of the Purchaser for the latter’s account.

Unless otherwise agreed, payments shall be made in cash without any deductions, free Supplier’s place of payment.

      a) for objects up to EUR 2.500,-. Payment within 2 weeks after dispatch or readiness for dispatch without deduction, partial deliveries will be invoiced pro rata.

      b) for larger objects. 30% upon order, 70% upon dispatch or notification of readiness for dispatch

Partial deliveries will be invoiced pro rata.

Installation costs are payable immediately upon receipt of the invoice without deduction.

Cheques and bills of exchange shall only be deemed to be payment upon encashment. Acceptance of bills of exchange requires special agreement. In the case of acceptance, the purchase by the State Central Bank of Lower Saxony, Hanover, shall be deemed to be a reservation; bill charges shall be borne by the customer.

If the agreed payment deadlines are exceeded – without the need for a special reminder and subject to the assertion of further rights – compensation for default shall be charged in the amount of the respective bank interest and bank charges for outstanding business loans.

The withholding of payments or offsetting of unrecognised counterclaims of the customer is excluded. Delays in payment by the customer or insufficient information shall entitle the supplier to demand advance payments for outstanding deliveries of all current orders.

If a suspension of the contract is agreed, the fixed price shall be due and payable immediately, less the direct costs for the partial work still to be carried out by the supplier until the ordered parts have been fully completed.

3. Reservation of ownership

The Supplier retains title to the delivery item until all payments arising from the contract have been received. The customer may neither pledge the delivery item nor assign it as security. In the event of seizure, confiscation or other dispositions by third parties, he must inform the supplier immediately. The assertion of the retention of title as well as the seizure of the delivery item by the supplier shall not be deemed a cancellation of an unfulfilled delivery contract.

If goods of the Supplier are combined with other items by the Purchaser to form a single item, it shall be deemed agreed that the Purchaser shall transfer co-ownership to the Supplier on a pro rata basis within the meaning of Section 947 (1) BGB and shall keep the item in safe custody for the Supplier.

4. Delivery time

The delivery period shall commence with the dispatch of the order confirmation, but not before the documents, authorisations and approvals to be procured by the Purchaser have been provided and an agreed advance payment has been received. The delivery period shall be extended appropriately in the event of unforeseen obstacles which are beyond the control of the Supplier – irrespective of whether they occur at the Supplier’s works or at its subcontractors – e.g. cases of force majeure, official measures, labour disputes and other delays in the completion of suppliers through no fault of the Supplier, operational disruptions, rejects, delays in the delivery of essential building materials and raw materials, insofar as such obstacles demonstrably have a considerable influence on the completion or delivery of the delivery item. The Supplier shall not be responsible for such hindrances even if they occur during an already existing delay.

Subsequent changes requested by the customer shall result in an interruption of the delivery period, which shall begin anew after notification of the requested change. No compensation for delay shall be granted.

If dispatch is delayed for reasons for which the Supplier is not responsible, the Purchaser shall be charged the costs incurred for storage – in the case of storage at the Supplier’s works at least 1/2 per cent of the invoice amount attributable to the stored parts – for each month after notification of readiness for dispatch. The supplier is also entitled to store the delivery item outside his works.

5. Transfer of risk

The risk shall pass to the Purchaser at the latest when the delivery parts are dispatched ex works, even if carriage paid delivery and assembly have been agreed in exceptional cases.

If dispatch is delayed due to circumstances for which the Supplier is not responsible, the risk shall pass to the Purchaser from the day on which the goods are ready for dispatch.

Any discrepancies arising from the dispatch must be reported to the supplier in writing immediately after receipt of the goods.

6. Liability for defects of the delivery

Unless otherwise agreed in writing, the supplier shall be liable as follows for defects in the delivery, including the absence of expressly warranted characteristics, to the exclusion of further claims:

All those parts shall be repaired or replaced free of charge by the Supplier at his discretion which, within 12 months or 2,000 operating hours for new appliances or within 6 months or 1,000 operating hours for spare parts and replacement parts from the time of the transfer of risk, demonstrably prove to be unusable or whose usability is significantly impaired as a result of a circumstance prior to the transfer of risk, in particular due to poor materials procured by the Supplier or defective workmanship. The prerequisite is the fulfilment of the contractual obligations incumbent on the purchaser, in particular the agreed terms of payment. The determination of such defects must be reported to the supplier immediately in writing. The Purchaser’s right to assert claims arising from defects shall expire in all cases after 6 months from the date of timely notification, but at the earliest upon expiry of the warranty period.

The Purchaser shall grant the Supplier the necessary time and opportunity free of charge to carry out all modifications or replacement deliveries deemed necessary by the Supplier. Rejected parts are only to be returned to the supplier at his request.

No liability is accepted for products that are subject to damage or premature consumption as a result of their nature, the way they are used, natural wear and tear, incorrect or negligent handling, excessive strain, unsuitable operating materials, chemical, physical, electronic or electrical influences or the effects of weather and nature. The supplier’s liability for third-party products is limited to the assignment of the liability claims to which it is entitled against the supplier of the third-party product.

The supplier accepts no liability for faults caused by the installation conditions or improper care. In the case of delivery of details, the supplier shall only be liable for execution in accordance with the drawings.

Liability for repairs carried out or spare parts supplied shall only exist until the expiry of the warranty period for the original delivery.

Liability shall lapse if reworking, modifications or repair work are carried out without the prior consent of the supplier. Any further claims of the Purchaser, irrespective of the legal grounds, in particular for compensation for direct or indirect damage and for dismantling and installation costs, are excluded.

Any liability of the supplier or third parties commissioned by the supplier for damages of any kind is excluded. In particular, the Purchaser shall in no case be entitled to compensation for damage that has not occurred to the delivery item itself, e.g. loss of production/profit, loss of orders, etc.

7. Assembly

If the customer wishes the purchased items to be installed by a fitter, this shall be carried out at the customer’s expense, unless otherwise agreed. Our special assembly conditions apply to the provision of our fitters.

The customer must ensure that the responsible project manager is available so that there is no delay in the completion of the installation.

8. Right of cancellation and other rights

The Purchaser shall be entitled to withdraw from the contract if delivery becomes completely impossible for the Supplier, if the Supplier who is in default has culpably allowed a sufficient period of grace granted to him with a threat of cancellation to expire, if the Supplier has culpably allowed a sufficient period of grace granted to him with a threat of cancellation to expire for the rectification of a defect for which he is responsible within the meaning of the terms of delivery or if rectification proves to be impossible.

Unforeseen events within the meaning of Clause 4, which lead to the agreed delivery time being exceeded, shall entitle the Supplier to withdraw from the contract in whole or in part, to the exclusion of any claims by the Purchaser, if the economic circumstances have changed so significantly since the order was placed that the Supplier cannot reasonably be expected to fulfil the contract. This shall also apply if an extension of the delivery period was initially agreed.

Apart from the above right of cancellation and the claims stipulated in Clause 6, the Purchaser may not assert any claims for compensation or other rights against the Supplier due to any disadvantages arising from the delivery contract or in connection with the delivery item, irrespective of the legal grounds invoked.

9. Place of fulfilment and jurisdiction

The place of fulfilment for both parties is the registered office of the supplier. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Supplier’s head office. The supplier shall also be entitled to bring an action at the customer’s head office.

The contract is subject to German law.

10. Additional terms and conditions

Any terms and conditions of the Purchaser that conflict with these Terms and Conditions of Delivery shall not be binding on the Supplier, even if they form the basis of the order.

11. Severability clause

Should a provision be or become invalid, this shall not affect the validity of the other provisions.

Status 2024