General Terms and Conditions of the Gürkan Company

General Terms and Conditions of the Gürkan Company

  1. General

(1) Gürkan’s terms and conditions of delivery and payment are an integral part of all offers and contracts.

Any deviating terms and conditions of the contractual partner, buyer, purchaser or supplier are expressly rejected. We shall not be bound by such terms and conditions even if we do not object to them again at the time of conclusion of the contract, delivery or other execution of the contract. Parts of general terms and conditions which are in agreement shall become an integral part of the contract. 3.

The place of performance for all obligations of Gürkan, for acceptance and for payment as well as for all other relationships arising from contracts concluded by us, is Paderborn.

4) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and German international private law.

  1. offers
  2. offers are understood to be made on immediate acceptance. They are always subject to change for us. We reserve the right of prior sale. Contracts shall only be concluded with our written consent.
  3. brochures published by us as well as advertising material of any kind, also in electronic media, and the data contained therein do not contain any assurance of properties, but merely non-binding descriptions of the goods and services. Information contained in such documents shall only become part of the contract if we expressly designate them as binding in the letter of confirmation.

III. prices

Our prices are quoted in euros, ex warehouse or ex works, excluding packaging. They do not include the value added tax applicable on the day of delivery.

  1. price and cost increases, changes in freight, customs duties, taxes, other levies, etc. between order confirmation and delivery shall entitle us to adjust the price, unless fixed prices have been expressly agreed upon.

Call orders shall be invoiced at the quotations valid on the day of delivery. In the event of price changes, the originally agreed price shall be used as a basis at 100 % and the change shall be invoiced accordingly. Confirmed prices shall only apply upon acceptance of the agreed quantities. Deviations due to instructions of the purchaser by more than 10 % entitle us to charge the calculation price for the changed quantity.

  1. Delivery
  2. every delivery – even carriage paid – is made at the risk of the customer. The transport risk shall pass to the customer when the goods are handed over to a forwarding agent, carrier or collector, at the latest, however, when the goods leave our premises, even if they are transported by our means of transport. 2.
  3. the initial weight is determined in our warehouse under control. Any deviations in weight must be notified in writing upon acceptance of the goods and listed and acknowledged on the consignment note or on the delivery note upon delivery, as long as the delivery is still complete. We shall also be deemed to have duly fulfilled the contract if we deliver an excess or short weight of up to 5%. In the event of such excess or short delivery, the buyer shall have no claim to subsequent delivery with the remaining quantity or no right of return with regard to the excess delivery. Our invoicing shall correspond to the actual delivery. 3.

We are entitled to partial performance insofar as this is reasonable for the customer under the circumstances of the individual case. The invoices issued in this respect shall be due and payable independently of the total invoice. 4.

  1. packaging and shipping costs shall be invoiced to us at cost price plus the statutory value added tax.

(5) Delivery times shall be stated by us to the best of our judgement and shall commence on the date of the order confirmation after clarification of all details of execution. They are to be understood as approximate. In the event of unforeseen obstacles beyond our control or obstacles for which our suppliers are responsible, the delivery period shall be extended accordingly. This shall also apply if the obstacles have arisen during an existing delay. 6.

We have the right to withdraw from the contract in whole or in part to the exclusion of any claims for compensation in the event of permanent operational disruptions due to force majeure, riots, raw material depletion or operational disruptions for which we are not responsible or in the event that we are not supplied by our upstream supplier through no fault of our own. Penalties for delay or compensation for damages remain excluded in these cases. 7.

  1. if goods made available for collection have not been collected within 8 days, a charge will be made. If no mode of dispatch has been specified by the customer, we shall choose this at our own discretion.
  2. Payment
  3. payments are due immediately upon receipt of the invoice without further request. In the event of non-payment, default shall occur no later than 30 days after receipt of the invoice (§ 286 para. 3 BGB). 2.
  4. the buyer or the contracting party shall not be entitled to withhold or set off payments. Offsetting and retention are exceptionally possible in the case of offsetting of undisputed, legally established counterclaims or counterclaims ready for decision. The offsetting must have been notified one month before the due date. 3.

In the event of default, interest shall be charged on our claims at the statutory interest rate. We reserve the right to claim further damages. Each reminder sent by us after the due date of the invoice can be charged to the customer with 5,- € per reminder. 5.

We can make every delivery and service dependent on advance payment.

  1. Retention of title

The provisions on retention of title shall become part of the contract as soon as the customer accepts the goods without objection, even in the event of corresponding defence clauses on the part of the customer. If the customer accepts the goods without objection, this shall also constitute a tacit agreement on a reservation of title under the purchase contract. 1.

We retain title to all goods delivered by us until the purchase price has been paid in full. Insofar as the buyer is an entrepreneur, we retain title to all goods delivered by us until all our claims arising from the business relationship, including those arising from contracts concluded at a later date, have been paid, irrespective of the legal basis. 2.

The buyer is entitled to resell the goods in the ordinary course of business as long as he is not in default with the fulfilment of his obligations towards us or as long as he does not suspend his payments. 3.

If the buyer defaults on payment of the purchase price, we shall be released from the requirement to set a grace period in accordance with § 323 para. 1 BGB (German Civil Code) and may immediately withdraw from the contract.

  1. the buyer hereby assigns to us the claims arising from the resale or other sales transactions such as contracts for work and materials, including all ancillary rights.
  2. The buyer shall be entitled to collect the claims assigned to us until revoked by us. The collection authorisation shall expire upon revocation, which shall take place in the event of the buyer’s default in payment or cessation of payments. In this case, we are authorised by the buyer to inform the customers of the assignment and to collect the claim ourselves. Upon request, the buyer shall be obliged to provide us with a precise list of the claim to which he is entitled, including the names and addresses of the buyers, the amount of the individual claim and the invoice date, and to provide us with all information and documents necessary for the assertion of the assigned claim and to allow us to check this information.
  3. Amounts received by the buyer from assigned claims shall be kept separately for us until they are transferred. 5.
  4. pledging or transfer of ownership by way of security of the reserved goods or the assigned claims is not permitted. We must be informed immediately of any seizure, stating the name of the seizure creditor. 6.

If the value of the security to which we are entitled exceeds our total claim against the purchaser by more than 15 %, we shall be obliged to release the security at the purchaser’s request. 7.

(7) In the event of default in payment or suspension of payment by the buyer, we shall be entitled to take back the reserved goods. If we take back goods subject to retention of title on the basis of our reservation, this shall only constitute a withdrawal from the contract if we expressly declare this. We may freely satisfy ourselves from the reserved goods taken back. The buyer shall store the reserved goods for us free of charge. He shall insure them against the usual risks such as fire, theft and water to the usual extent. The buyer hereby assigns to us his claims for compensation to which he is entitled from damages of the aforementioned kind against insurance companies or other parties obliged to pay compensation, in the amount of our claim. We hereby accept the assignment.

 

VII Notification of defects and warranty

(1) Notices of defects of any kind, also insofar as they concern the absence of warranted characteristics or deviations in quantity of more than 5%, must be given to us in writing and specifically without delay after arrival of the goods at the place of destination. Hidden defects must be reported immediately after they have been discovered. Any warranty shall expire six months after receipt of the goods. 2.

The right to complain about defects expires if the customer continues to use, process or sell the goods after discovering the defect. We have the right to inspect rejected goods on site. Goods which are the subject of a complaint must be made available without delay for examination of the defectiveness. 3.

  1. in the event of a justified complaint, we may, at our discretion, remedy the defect, if possible, or make a replacement delivery.

(4) The customer may withdraw from the contract if we culpably allow a reasonable period of grace according to 3. to expire. He may also withdraw from the contract if rectification or replacement is not possible. In this case, the customer shall not be entitled to claims for non-performance or claims for damages.

  1. Liability

Our liability for damages and for the reimbursement of futile expenses, irrespective of the legal grounds, is limited to gross negligence and intent. This also applies to breaches of duty by our legal representatives and vicarious agents. In the event of simple negligence, we shall only be liable – irrespective of the legal grounds – in the event of a breach of essential contractual obligations. 2.

The customer is obliged to inform us of special risks, atypical damage possibilities and unusual damage amounts before conclusion of the contract. 3.

  1. all limitations of liability shall not apply to claims in connection with injury to life, limb or health or to claims arising from the product liability act and other mandatory liability regulations.
  2. Place of jurisdiction

The exclusive place of jurisdiction is Paderborn. This shall also apply if the buyer has no general place of jurisdiction in the Federal Republic of Germany and also for proceedings based on documents, bills of exchange and cheques.

  1. Severability Clause

Should any of the above provisions be or become void, this shall not affect the validity of the remaining provisions and the contract as a whole.