Hotline: +49 - 2832 - 97 23 45
Delivery and payment terms of the internet shop www.boxline.de - a service brand of WALTHER Faltsysteme GmbH
On using this site you declare acceptance of the general terms and conditions
§ 1 Applicability
1. These terms and conditions of sale are meant exclusively for companies, persons with legal public rights or public legal funds in terms of §310 Para 1 BGB (German law).Any conditions of the purchase, which do not conform to the stated terms and conditions herewith are only recognised when accepted by us specifically in writing.
2. These terms and conditions of sale are also valid for any further business with the purchaser, as long as this future business is associated legal transactions.
3. Contractual changes, amendments or verbal agreements are only recognised with our specific written confirmation.
§ 2 Offers, Prices
1. Provided there is no written agreement to the contrary, all prices are ex works or ex warehouse (exclusive packaging) and excluding VAT in the rate in force at the time of ordering. (Costs for packaging will be invoiced separately).
2. Following an order by the customer, a contract of sale is only exists when either a written confirmation of order is received by the orderer, no later than two weeks after placing the order, or when the goods have been dispatched.
3. The prices are valid from the date of contract and then for four months. When a delivery is agreed later than four months we have the right in the mean time to increase the prices in respect of acquisition, manufacture and delivery of the goods as well as any increases as prescribed by law (e.g. a rise in the rate of VAT), and to pass these increases on to the purchaser.
4. Packaging will be charged separately and is non-returnable.
§ 3 Delivery
1. If delivery deadlines are quoted in days, then these mean workdays. Part shipments are allowed in reasonable and appropriate scope.
2. If there is a delay in obtaining goods from our suppliers that is beyond our control, even though we have ordered in time and sufficiently to cover deliveries, and therefore a delay in delivery to our customer occurs, we are then not liable for the delivery delay. However, should our supplier not deliver such supplies until after three months from the first agreed delivery date to our customer, then such customer will then have the right to cancel the purchasing contract.
3. In the case of operational breakdowns which are proven to influence the production and or transport of the order goods, the delivery times will be extended for a reasonable period. Operational breakdowns are all unpredictable, extraordinary obstacles, that, although having given our utmost care to such individual circumstances, could not have been avoided, regardless if the occur with us or our suppliers, and especially in cases of official interventions, industrial action, general raw material or energy shortages, war, riot, terrorist attacks, fire, water and machine damage.
4. Should the aforementioned breakdowns make delivery of the goods impossible, then we are freed from all delivery obligations, without any right to claim for damages from the purchaser / orderer. Both parties are obliged to inform the other without delay of the existence of any such operational breakdown.
5. Should the purchaser have suffered damages from any proven fault of ours, then the customer has the right to claim compensation. This amounts to, for every complete week of delay, 0.5 of every 100, but in total not more than 5 of 100 value of that part of the total delivery which, due to delay in delivery, cannot be used on time or according to the contractual details. Any further claim for compensation is excluded. We are only liable to our customers for any such compensation, subject to proven fault, only when said damage exceeds and is proved without any question of doubt, that which could be expected from a delay in delivery in the normal run of events. Further claims of compensation are only exist when the delay is proven to be due to intent or malice, or an act of gross negligence.
§ 4 Dispatch and Transfer of Risk
1. The dispatch occurs on invoice and risk to the orderer.
2. On release of the goods to the transporter the risk is automatically transferred to the orderer.
3. When no method of transport is agreed, this is then at our free discretion.
4. By a delay in payment we have the right to send any further deliveries C.O.D. (Cash on Delivery).
5. We have the right, but are not obliged to, to insure deliveries in name of, and on invoice to, the orderer.
§ 5 Payment
1.Payments are, unless otherwise agreed, to be paid within 30 (thirty) days from the date of invoice, without deductions. For new customers we request pre-payment.
2. By overdue payments we reserve the right, subject also to the assertion of further rights, to impose default interest calculated at 8% over the current base interest rate of the European Central Bank.
3. The orderer has no right of lien, insofar as it is not based on the same contractual relationship.
4. Offsetting can only be made with undisputed or legally grounded counterclaims.
5. Should the orderer delay payment on this or any other business transaction, or should we have knowledge of circumstances that lead us to believe the creditworthiness of the orderer is in question, we have then the right to demand immediate payment of this and all other bills outstanding, and, as a precaution, to demand the surrender of goods delivered by us. When, after the signing of the contract, there occurs a considerable danger that we will not receive any amounts due, then we have the right to demand pre-payment, or a security in a reasonable amount, and to withhold fulfilling our obligations until such payments or securities have been received. By refusal of the orderer to comply, or by an inefficacious deadline, we have the right to withdraw from the contract and seek compensation due to non-fulfillment of contract from the orderer.
6. Payments made will always be credited to the oldest outstanding balances, even when the payment specifically mentions designated goods.
§ 6 Guarantee and Liability
1. The orderer can only make claims regarding quality after showing complied to the obligation to give notice of defects and investigation as per Paragraph 377 of the German Trade Law.
2. Claims for defects are null and void in 12 (twelve) months after delivery of the goods by us to the orderer. Before and eventual return of such goods our written agreement must be obtained.
3. Should, even though all possible has been taken, the delivered goods prove to have defects that existed before the transfer of risk , such goods will, when the deadline for notification of defects has been complied with, be repaired or replaced or replaced with alternatives, at our discretion. A reasonable deadline to do this must always be given. Should the repair impossible, or is seriously or finally refused, or is such repair not possible within a reasonable deadline, or after the initial repair the goods are still found to be defect, and a further repair is not acceptable, can the orderer - regardless of possible compensation claims - withdraw from the contract or reduce the payment. Excluded from the guarantee are parts which are subject to normal wear and tear. We have the right to decide if the parts should be returned to us or if we supply and send a technician to effect the repairs.
4. Claims for compensation, especially also indemnity for loss, that has not occurred on the goods, are ruled out. This liability exemption does not apply when due to intent or gross negligence on the part of our managers or employees, as well as culpable breach of contractual obligations. By culpable breach of contractual obligations - other in the case of intent or gross negligence by us or our managers or employees, we are only liable for contract typical reasonably predictable damages.
5. Small, customary to the trade or technically unavoidable differences in colour, shape, quality to the description of the delivered goods, or from samples, are not classified as defects. Should a claim for defects found to be ungrounded, the orderer must bear any costs incurred by us.
6. The guarantee expires when the orderer or a third party makes changes to, or tries to repair, the goods without our written agreement, furthermore this is also so when the orderer does not immediately take suitable necessary steps to ensure the damage is minimalised and not become greater.
§ 7 Title Retention
1. We retain the ownership of the goods delivered by us until such time as all outstanding debts arising from the purchase contract have been made in full. This is also valid for all further deliveries, even when this is not expressly referred to. We have the right to take back the purchase goods should the orderer be in breach of contract.
2. The orderer is obliged to handle the goods with care until the deed of title has been transferred to him. Should servicing and inspection work need to be carried out, these must be done punctually and at cost for the orderer. In so far as the title has not passed to the orderer, any seizure or intervention of a third party must be informed in writing without delay. Should the third party be unable to reimburse us for legal and non-legal costs for a lawsuit according to Paragraph 770 German Code of Civil Process, the orderer is liable for the accrued loss.
3. The orderer has the right to sell the goods subject to title retention within the normal execution of business. The receivables from the customer receiving the goods subject to retention of title are to be ceded to us by the orderer in the amount of the total agreed invoice value including VAT. This cession is valid regardless of the fact that the goods sold have been resold without or after processing. The orderer also stays empowered to collect the claim after the cession. Our power to collect the debt ourselves remains unchanged. We will not, however, call in the debt ourselves, so long as the orderer complies with the responsibility to pay the debt from the proceeds, is not overdue with payments, and especially when no application for insolvency procedure is made or bankruptcy proceedings are in place.
4. The working or transmutation of the purchased goods by the orderer are always to be on behalf of and in assignment to us. In this case the underlying entitlement is carried over to the remodelled goods. So far as the purchased goods have been re-worked with articles not belonging to us then we acquire co-ownership of the new items in ratio of the objective value of our goods at the time of re-working. This is also valid in case of amalgamation. As far as the amalgamation is in the manner that the owned goods of the orderer are to seen as the principle part, valid is as agreed, that the orderer transfers to us the proportionate co-ownership and so that the then existing sole or co-ownership is guaranteed. As security against our outstanding invoices with the orderer, the orderer agrees to cede to us any receivables in connection with goods that are subject to title retention The purchaser also accedes to a claim of the supplier in respect to any third party, if the joint product is incorporated in real estate property; we herby accept such cession.
5. We hereby undertake upon request by the orderer to free the orderer from any obligation to accede our to claims exceeding 20 % of the actual value of the goods.
§ 8 Custom-made Goods
In so far as we have made goods according to samples, models, drawings or any other information from the orderer, we are not liable for defects or mistakes which have arisen from any documents or objects presented by the orderer. This covers especially the functionality of goods made according to the orderers own construction. Should the orderer be late in presenting any required documents or objects (samples, models etc.) so is the delivery lead time extended for us appropriately if needed. The orderer gives a guarantee that when producing and selling such goods no copyright, trade marks or other related rights of a third party are infringed. The orderer must indemnify us against any claim damages asserted in relation to any such infringement.
§ 9 Place of legal execution, applicable law, place or jurisdiction, salvatorius clause.
1. Place of legal execution and exclusive applicable law for all disputes in respect of this contract is Kevelaer, Germany.
2. This contract and the entire legal relationship between the parties are subject to the law of the federal Republic of Germany, under exclusion of UN purchasing law (CISG)
3. Should any clauses of this contract be ineffective or due to omissions be inconclusive, then the other clauses remain unaffected. The parties agree to find a legally allowed solution, which is economically nearest the purpose of the ineffective clause or fills in the omissions.
§ 10 Storage of data
The orderer is aware that data in relation to this business relationship will be stored and processed.
www.boxline.de - a service brand of WALTHER Faltsysteme GmbH
Kevelaer, October 2008
Hoogeweg 136
47623 Kevelaer
Tel.: +49 2832-9723-45
Fax: +49 2832-9723-55
Copyright © boxline 2008
Last Changed : February 2009
On using this site you declare acceptance of the general terms and conditions
§ 1 Applicability
1. These terms and conditions of sale are meant exclusively for companies, persons with legal public rights or public legal funds in terms of §310 Para 1 BGB (German law).Any conditions of the purchase, which do not conform to the stated terms and conditions herewith are only recognised when accepted by us specifically in writing.
2. These terms and conditions of sale are also valid for any further business with the purchaser, as long as this future business is associated legal transactions.
3. Contractual changes, amendments or verbal agreements are only recognised with our specific written confirmation.
§ 2 Offers, Prices
1. Provided there is no written agreement to the contrary, all prices are ex works or ex warehouse (exclusive packaging) and excluding VAT in the rate in force at the time of ordering. (Costs for packaging will be invoiced separately).
2. Following an order by the customer, a contract of sale is only exists when either a written confirmation of order is received by the orderer, no later than two weeks after placing the order, or when the goods have been dispatched.
3. The prices are valid from the date of contract and then for four months. When a delivery is agreed later than four months we have the right in the mean time to increase the prices in respect of acquisition, manufacture and delivery of the goods as well as any increases as prescribed by law (e.g. a rise in the rate of VAT), and to pass these increases on to the purchaser.
4. Packaging will be charged separately and is non-returnable.
§ 3 Delivery
1. If delivery deadlines are quoted in days, then these mean workdays. Part shipments are allowed in reasonable and appropriate scope.
2. If there is a delay in obtaining goods from our suppliers that is beyond our control, even though we have ordered in time and sufficiently to cover deliveries, and therefore a delay in delivery to our customer occurs, we are then not liable for the delivery delay. However, should our supplier not deliver such supplies until after three months from the first agreed delivery date to our customer, then such customer will then have the right to cancel the purchasing contract.
3. In the case of operational breakdowns which are proven to influence the production and or transport of the order goods, the delivery times will be extended for a reasonable period. Operational breakdowns are all unpredictable, extraordinary obstacles, that, although having given our utmost care to such individual circumstances, could not have been avoided, regardless if the occur with us or our suppliers, and especially in cases of official interventions, industrial action, general raw material or energy shortages, war, riot, terrorist attacks, fire, water and machine damage.
4. Should the aforementioned breakdowns make delivery of the goods impossible, then we are freed from all delivery obligations, without any right to claim for damages from the purchaser / orderer. Both parties are obliged to inform the other without delay of the existence of any such operational breakdown.
5. Should the purchaser have suffered damages from any proven fault of ours, then the customer has the right to claim compensation. This amounts to, for every complete week of delay, 0.5 of every 100, but in total not more than 5 of 100 value of that part of the total delivery which, due to delay in delivery, cannot be used on time or according to the contractual details. Any further claim for compensation is excluded. We are only liable to our customers for any such compensation, subject to proven fault, only when said damage exceeds and is proved without any question of doubt, that which could be expected from a delay in delivery in the normal run of events. Further claims of compensation are only exist when the delay is proven to be due to intent or malice, or an act of gross negligence.
§ 4 Dispatch and Transfer of Risk
1. The dispatch occurs on invoice and risk to the orderer.
2. On release of the goods to the transporter the risk is automatically transferred to the orderer.
3. When no method of transport is agreed, this is then at our free discretion.
4. By a delay in payment we have the right to send any further deliveries C.O.D. (Cash on Delivery).
5. We have the right, but are not obliged to, to insure deliveries in name of, and on invoice to, the orderer.
§ 5 Payment
1.Payments are, unless otherwise agreed, to be paid within 30 (thirty) days from the date of invoice, without deductions. For new customers we request pre-payment.
2. By overdue payments we reserve the right, subject also to the assertion of further rights, to impose default interest calculated at 8% over the current base interest rate of the European Central Bank.
3. The orderer has no right of lien, insofar as it is not based on the same contractual relationship.
4. Offsetting can only be made with undisputed or legally grounded counterclaims.
5. Should the orderer delay payment on this or any other business transaction, or should we have knowledge of circumstances that lead us to believe the creditworthiness of the orderer is in question, we have then the right to demand immediate payment of this and all other bills outstanding, and, as a precaution, to demand the surrender of goods delivered by us. When, after the signing of the contract, there occurs a considerable danger that we will not receive any amounts due, then we have the right to demand pre-payment, or a security in a reasonable amount, and to withhold fulfilling our obligations until such payments or securities have been received. By refusal of the orderer to comply, or by an inefficacious deadline, we have the right to withdraw from the contract and seek compensation due to non-fulfillment of contract from the orderer.
6. Payments made will always be credited to the oldest outstanding balances, even when the payment specifically mentions designated goods.
§ 6 Guarantee and Liability
1. The orderer can only make claims regarding quality after showing complied to the obligation to give notice of defects and investigation as per Paragraph 377 of the German Trade Law.
2. Claims for defects are null and void in 12 (twelve) months after delivery of the goods by us to the orderer. Before and eventual return of such goods our written agreement must be obtained.
3. Should, even though all possible has been taken, the delivered goods prove to have defects that existed before the transfer of risk , such goods will, when the deadline for notification of defects has been complied with, be repaired or replaced or replaced with alternatives, at our discretion. A reasonable deadline to do this must always be given. Should the repair impossible, or is seriously or finally refused, or is such repair not possible within a reasonable deadline, or after the initial repair the goods are still found to be defect, and a further repair is not acceptable, can the orderer - regardless of possible compensation claims - withdraw from the contract or reduce the payment. Excluded from the guarantee are parts which are subject to normal wear and tear. We have the right to decide if the parts should be returned to us or if we supply and send a technician to effect the repairs.
4. Claims for compensation, especially also indemnity for loss, that has not occurred on the goods, are ruled out. This liability exemption does not apply when due to intent or gross negligence on the part of our managers or employees, as well as culpable breach of contractual obligations. By culpable breach of contractual obligations - other in the case of intent or gross negligence by us or our managers or employees, we are only liable for contract typical reasonably predictable damages.
5. Small, customary to the trade or technically unavoidable differences in colour, shape, quality to the description of the delivered goods, or from samples, are not classified as defects. Should a claim for defects found to be ungrounded, the orderer must bear any costs incurred by us.
6. The guarantee expires when the orderer or a third party makes changes to, or tries to repair, the goods without our written agreement, furthermore this is also so when the orderer does not immediately take suitable necessary steps to ensure the damage is minimalised and not become greater.
§ 7 Title Retention
1. We retain the ownership of the goods delivered by us until such time as all outstanding debts arising from the purchase contract have been made in full. This is also valid for all further deliveries, even when this is not expressly referred to. We have the right to take back the purchase goods should the orderer be in breach of contract.
2. The orderer is obliged to handle the goods with care until the deed of title has been transferred to him. Should servicing and inspection work need to be carried out, these must be done punctually and at cost for the orderer. In so far as the title has not passed to the orderer, any seizure or intervention of a third party must be informed in writing without delay. Should the third party be unable to reimburse us for legal and non-legal costs for a lawsuit according to Paragraph 770 German Code of Civil Process, the orderer is liable for the accrued loss.
3. The orderer has the right to sell the goods subject to title retention within the normal execution of business. The receivables from the customer receiving the goods subject to retention of title are to be ceded to us by the orderer in the amount of the total agreed invoice value including VAT. This cession is valid regardless of the fact that the goods sold have been resold without or after processing. The orderer also stays empowered to collect the claim after the cession. Our power to collect the debt ourselves remains unchanged. We will not, however, call in the debt ourselves, so long as the orderer complies with the responsibility to pay the debt from the proceeds, is not overdue with payments, and especially when no application for insolvency procedure is made or bankruptcy proceedings are in place.
4. The working or transmutation of the purchased goods by the orderer are always to be on behalf of and in assignment to us. In this case the underlying entitlement is carried over to the remodelled goods. So far as the purchased goods have been re-worked with articles not belonging to us then we acquire co-ownership of the new items in ratio of the objective value of our goods at the time of re-working. This is also valid in case of amalgamation. As far as the amalgamation is in the manner that the owned goods of the orderer are to seen as the principle part, valid is as agreed, that the orderer transfers to us the proportionate co-ownership and so that the then existing sole or co-ownership is guaranteed. As security against our outstanding invoices with the orderer, the orderer agrees to cede to us any receivables in connection with goods that are subject to title retention The purchaser also accedes to a claim of the supplier in respect to any third party, if the joint product is incorporated in real estate property; we herby accept such cession.
5. We hereby undertake upon request by the orderer to free the orderer from any obligation to accede our to claims exceeding 20 % of the actual value of the goods.
§ 8 Custom-made Goods
In so far as we have made goods according to samples, models, drawings or any other information from the orderer, we are not liable for defects or mistakes which have arisen from any documents or objects presented by the orderer. This covers especially the functionality of goods made according to the orderers own construction. Should the orderer be late in presenting any required documents or objects (samples, models etc.) so is the delivery lead time extended for us appropriately if needed. The orderer gives a guarantee that when producing and selling such goods no copyright, trade marks or other related rights of a third party are infringed. The orderer must indemnify us against any claim damages asserted in relation to any such infringement.
§ 9 Place of legal execution, applicable law, place or jurisdiction, salvatorius clause.
1. Place of legal execution and exclusive applicable law for all disputes in respect of this contract is Kevelaer, Germany.
2. This contract and the entire legal relationship between the parties are subject to the law of the federal Republic of Germany, under exclusion of UN purchasing law (CISG)
3. Should any clauses of this contract be ineffective or due to omissions be inconclusive, then the other clauses remain unaffected. The parties agree to find a legally allowed solution, which is economically nearest the purpose of the ineffective clause or fills in the omissions.
§ 10 Storage of data
The orderer is aware that data in relation to this business relationship will be stored and processed.
www.boxline.de - a service brand of WALTHER Faltsysteme GmbH
Kevelaer, October 2008
Hoogeweg 136
47623 Kevelaer
Tel.: +49 2832-9723-45
Fax: +49 2832-9723-55
Copyright © boxline 2008
Last Changed : February 2009